ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Meesho Ltd.

Mar 31, 2026

We have audited the accompanying standalone financial
statements of Meesho Limited (formerly known as Meesho
Private Limited / Fashnear Technologies Private Limited)
(‘the Company’), which comprise the Standalone Balance
sheet as at March 31, 2026, the Standalone Statement
of Profit and Loss, including the Standalone statement
of Other Comprehensive income/(loss), the Standalone
Cash Flow Statement and the Standalone Statement of
Changes in Equity for the year then ended, and notes to
the standalone financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as ‘the standalone
financial statements'').

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013, as amended
(‘the Act’) in the manner so required and give a true and fair
view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2026, its profit, including other comprehensive
income/(loss), its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs), as specified under section 143(10) of the Act.
Our responsibilities under those Standards are further
described in the ‘Auditor''s Responsibilities for the Audit of

the Standalone Financial Statements'' section of our report.
We are independent of the Company in accordance with
the ‘Code of Ethics'' issued by the Institute of Chartered
Accountants of I ndia together with the ethical requirements
that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year
ended March 31, 2026. These matters were addressed in the
context of our audit of the standalone financial statements
as a whole, and in forming our opinion thereon and we do
not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed
the matter is provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor''s responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the
standalone financial statements. The results of our audit
procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on
the accompanying standalone financial statements.

Key audit matters

How our audit addressed the key audit matter

Revenue Recognition (as described in Note 2.2(i) and 21 of the standalone financial statements)

Until June 01, 2025, the Company provided an

Our audit procedures include the following:

e-commerce platform that allowed the sellers to sell
their goods to the users of the platform and managed
shipping services through its logistics platform -
‘Valmo'' and third party logistics services providers. The

(i) We assessed whether the Company''s revenue

recognition policies are consistent with the applicable
accounting standards.

Company charged order shipping income from sellers

(ii) We obtained an understanding and evaluated the design,

in the form of forward and reverse shipping income

implementation and tested the operating effectiveness

and paid appropriate costs to the logistics partners

of management''s general IT controls, automated controls,

for all stages of deliveries i.e. first mile, mid mile and

and control over system generated reports relevant

last mile delivery services. The Company also provided

for revenue recognition by involving our Information

advertisement and marketing, assurance and other

Technology (IT) specialists.

related platform services.

(iii) We tested the operating effectiveness of IT dependent
manual controls. Further, performed analytical procedures
and tested reconciliations between reports generated from
Company''s internal system with general ledger.

Key audit matters

How our audit addressed the key audit matter

Subsequently from June 01, 2025, pursuant to the

(iv)

On a sample basis, we tested the underlying

Business Combination as disclosed in note 39 of

records including the attributes from the contracts

the standalone financial statements, the Company

relating to revenue recognition and recalculated the

generates revenue from providing logistics services

revenue amount.

through its logistics platform - ‘Valmo'', exclusively to

(v)

We performed cut-off procedures for the period before

one of its wholly-owned subsidiary, which operates the

and after the year end by testing the underlying proof

e-commerce platform. Revenue from these logistics

of delivery records and ensured that the revenue is

services is recognized on a cost to cost basis, whereby

recognised in the correct period.

the transaction price comprises the operational costs

(vi)

We performed recomputation of shipping income

incurred by the Company to provide logistics services.

for selected sample days by applying the applicable

The Company operates in a highly tech-driven
environment, where IT systems enable users to place

product-level rate cards, which are determined based on
delivery zone and shipment weight.

orders on the platform and order fulfillment by the

(vii)

We performed correlation of shipping income with

logistics partners. Accordingly, the Company relies

corresponding logistics costs for sub-orders and verified

significantly on its IT systems for the performance of its

appropriateness of accrual of revenue and related

daily operations.

logistics costs against the respective AWBs.

(viii) We assessed manual journals posted to revenue to

Considering the complexity and numerous IT systems

identify unusual or irregular items.

involved, and significant volume of data processed by

(ix)

We assessed the adequacy of disclosures made in the

these systems, revenue recognition has been identified

standalone financial statements in accordance with the

as key audit matter.

applicable accounting standards.

Impairment assessment of investment in subsidiaries (as described in Note 2.2(h) and 5 of the standalone

financial statements)

As at March 31, 2026, the net carrying value of

Our audit procedures included the following:

investment in subsidiaries in the standalone financial
statements amounts to 1306,112.43 million.

(i)

We evaluated the design, implementation and tested
the operating effectiveness of relevant internal controls

To assess if there is an impairment of the carrying value
of investment, management conducted impairment

relating to impairment assessment of investment
in subsidiaries.

tests, annually or whenever changes in circumstances

(ii)

We carried out assessment of forecasts of future cash

or events indicate that, the carrying amount of such

flows prepared by the management, evaluating the

investment may not be recoverable. An impairment loss

assumptions and comparing the estimates to externally

is recognized if the recoverable amount is lower than the

available industry, economic and financial data;

carrying value.

(iii)

We evaluated the objectivity and competency of the
specialist engaged by the Company and reviewed the

The recoverable amount is estimated by calculating the

valuation report issued by such specialist;

value in use by discounting future cash flows based

(iv)

We also assessed the valuation methodology and the key

on future business plans which is carried out by an

assumptions adopted in the cash flow forecasts with the

independent expert.

support of our internal valuation experts;

The testing of investment impairment is complex and
involves significant judgement. The key assumptions

(v)

We also assessed the recoverable value headroom by
performing sensitivity testing of key assumptions used;

involved in impairment tests are projected revenue
growth, operating margins, discount rates and terminal
growth rate.

(vi)

We discussed potential changes in key drivers as
compared to previous year / actual performance
with management to evaluate whether the inputs
and assumptions used in the cash flow forecasts

Due to the uncertainty of forecasting and discounting

were appropriate;

future cash flows, being inherently subjective, the

(vii)

We discussed with senior management personnel, the

level of management''s judgement involved and

justification for the key assumptions underlying the

the significance of the Company''s investment as at

cashflow projections and performed sensitivity analysis

March 31, 2026, we have considered this as a key

on the same to assess their reasonableness;

audit matter.

(viii) We assessed the adequacy of disclosures made by the

Company in relation to the impairment test as per Ind AS
36, in notes to the standalone financial statements.

Key audit matters

How our audit addressed the key audit matter

Tax litigations and contingencies (as described in notes 2

:.2(m) and 30 of the standalone financial statements)

The Company is subject to challenges by local tax

Our audit procedures included the following:

authorities on a range of matters arising during the
normal course of business including direct and indirect
tax matters. As at March 31, 2026, the Company has
disclosed contingent liabilities of 120,860.98 million in
respect of demands raised, as detailed in note 30 to the

(i)

We obtained an understanding and tested the internal
controls relating to the identification, recognition and
measurement of provisions for disputes and disclosures
of contingent liabilities in relation to taxes;

standalone financial statements.

(ii)

We obtained confirmations/ opinions from independent
tax experts on ongoing litigations along with risk

The Company assesses the need to make a provision

assessment and assessed the independence, objectivity

or disclose a contingency on a case-to-case basis

and competence of the management expert;

considering the underlying facts of each matter and
considering the views of independent tax experts.
This involves a high level of management judgement
and assumptions which impact the risk assessment

(iii)

We obtained details of tax assessments, demands issued
by tax authorities, orders/notices received with respect to
other litigations from the management;

and consequential provisioning and disclosure of

(iv)

We involved our internal tax experts to review the status

contingencies in the financial statements.

of tax assessments and management''s position in relation
to on-going disputes regarding likelihood assessment of

Given the inherent uncertainty, the complexity of the
judgements involved, and the potential magnitude of
related amounts, we considered the evaluation of tax
related contingencies to be a key audit matter.

(v)

exposure carried out by the management; and

We assessed the adequacy of disclosures made in the
standalone financial statements


Other Information

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual Report, but does not
include the standalone financial statements and our auditor''s
report thereon. The Annual Report is expected to be made
available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether such other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated.

Responsibilities of Management for the
Standalone Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the standalone financial
position, standalone financial performance including other
comprehensive income/(loss), standalone cash flows and
standalone changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the

Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements,
management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

Those Charged with Governance are also responsible for
overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of
the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

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

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

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

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

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements for the financial year ended March 31, 2026
and are therefore the key audit matters. We describe these
matters in our auditor''s report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report) Order,
2020
(‘the Order’), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the ‘Annexure 1'' a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to
the extent applicable, that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books
except in respect of two accounting software
applications, the Company does not have servers
physically located in India for the daily backup of
the books of account and other books and papers
maintained in electronic mode as disclosed in note
41 to the standalone financial statements and the
matters stated in the paragraph (i) (vi) below on
reporting under Rule 11(g);

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including the
Statement of Other Comprehensive income/
(loss), the Standalone Cash Flow Statement and
Standalone Statement of Changes in Equity dealt
with by this Report are in agreement with the
books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

(e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,
2026 from being appointed as a director in terms
of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph (b) above on
reporting under Section 143(3)(b) and paragraph
below (i) (vi) on reporting under Rule 11 (g);

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

(h) In our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during
the year is in accordance with the provisions of
Section 197 of the Act, read with Schedule V;

(i) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations
given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements
- Refer note 30 to the standalone
financial statements.

ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

iii. There were no amounts which were required

to be transferred to the Investor Education

and Protection Fund by the Company.

iv. a) The management has represented that,

to the best of its knowledge and belief
that, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
persons or entities, including foreign
entities
(‘Intermediaries’), with the
understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company
(‘Ultimate Beneficiaries’)
or provide any guarantee, security
or the like on behalf of the
Ultimate Beneficiaries;

b) The management has represented
that, to the best of its knowledge
and belief that, no funds have been
received by the Company from any
persons or entities, including foreign
entities
(‘Funding Parties’), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (a) and (b) contain any
material misstatement.

v. No dividend has been declared or paid
during the year by the Company.

vi. Based on our examination which included
test checks, and as explained in note 41
to the standalone financial statements,
the Company has used certain accounting
software applications for maintaining its
books of accounts which have features of
recording audit trail (edit log) facility and
the same have operated throughout the
year for all relevant transactions recorded
except in case of one accounting software

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

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Rajeev Kumar

Partner

Place: Bengaluru Membership Number: 213803

Date: May 06, 2026 UDIN: 26213803EMPKWV4774

Mar 31, 2025

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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013, as amended (“the Act") in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March, 2025, its loss, including other comprehensive (loss)/ income, its
cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs),
as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the
''Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We are
independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Director''s Report, but does not include the standalone financial statements and our
auditor’s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. The Director’s
Report is not made available to us as at the date of this auditor''s report. We have nothing to report in this regard.

Responsibility of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the standalone financial position,
standalone financial performance including other comprehensive income, standalone cash flows and standalone
changes in equity of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Charged with Governance are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

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

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

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

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

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

Note 38 to the standalone financial statements describes in more detail the accounting for business combination
arising from Composite Scheme of Arrangement (“the Scheme”) between the Company and Meesho Inc. (“the
Erstwhile Holding Company”), in accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013.
The Scheme was approved by the Bengaluru Bench of National Company Law Tribunal on 27 May 2025 and requisite
filings have been made with the Registrar of Companies and the relevant statutory authorities in USA on 15 June 2025
and 20 June 2025 respectively. As explained in the said note, the comparative financial information as at and for the
year ended 31 March 2024 have been restated from the previously issued financial statements of the Company.

Our opinion above on the standalone financial statements, and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the above matter with respect to the financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books except in respect of one application, the back-up of books of
accounts and other books and papers maintained in electronic mode was not kept in server physically located
in India on a daily basis, and in respect of three applications, the Company does not have servers physically
located in India for the daily backup of the books of account and other books and papers maintained in
electronic mode as disclosed in Note 41 to the standalone financial statements and the matters stated in the
paragraph (i) (vi) below on reporting under Rule 11(g);

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of
Other Comprehensive (loss)/ income, the Standalone Cash Flow Statement and Standalone Statement of
Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on 31 March 2025 taken on record
by the Board of Directors, none of the directors are disqualified as on 31 March 2025 from being appointed
as a director in terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated
in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph below (i) (vi) on reporting
under Rule 11 (g);

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

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

Jl 1 vs; W

(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information

and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements - Refer Note 29 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses.

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

iv. a) The management has represented that, to the best of its knowledge and belief that, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief that, no funds have
been received by the Company from any persons or entities, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, and as explained in Note 41 to the standalone
financial statements, the Company has used certain accounting software applications for maintaining
its books of accounts, database for employees, customer and order details which have features of
recording audit trail (edit log) facility and the same have operated throughout the year for all relevant
transactions recorded except:

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

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

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

(Y r ^

'' _ ¦ )! 00 Bengaluru )

per Rajeev l^imar U J™jj

Partner ''w.

Membership Number: 213803 xiL ? yy

UDIN: 25213803BMONEA1150

Place: Bengaluru

Date: June 27, 2025

Mar 31, 2024

We have audited the accompanying standalone financial
statements of
Fashnear Technologies Private Limited

("the Company"), which comprise the Balance sheet as at
March 31, 2024, the Statement of Profit and Loss, including
the statement of Other Comprehensive Income/(Loss),
the Cash Flow Statement and the Statement of Changes
in Equity for the year then ended, and notes to the
standalone financial statements, including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as "the standalone
financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013, as amended
("the Act") in the manner so required and give a true and
fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2024, its loss including other
comprehensive income/(loss) its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs), as specified under section 143(10) of
the Act. Our responsibilities under those Standards are
further described in the ''Auditor''s Responsibilities for the
Audit of the Standalone Financial Statements'' section
of our report. We are independent of the Company
in accordance with the ''Code of Ethics'' issued by the
Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on
the standalone financial statements.

Other Information

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual report, but does not

include the standalone financial statements and our
auditor''s report thereon.

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

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether such other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to
report in this regard.

Responsibility of Management for the
Standalone Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
income, cash flows and changes in equity of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the
Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant
to the preparation and presentation of the standalone
financial statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements,
management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the

going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Charged with Governance are also responsible for
overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor''s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

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

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

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

• Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we

are required to draw attention in our auditor''s report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions
may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

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

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

Other matters

The financial statements of the Company for the year
ended March 31, 2023, included in these standalone
financial statements, have been audited by the
predecessor auditor who expressed an unmodified
opinion on those financial statements dated
October 20, 2023.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the
"Annexure 1" a
statement on the matters specified in paragraphs 3
and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to
the extent applicable, that:

(a) We have sought and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit;

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination
of those books except in respect of two
applications, backup of the books of account

and other books and papers maintained in
electronic mode has not been maintained on
servers physically located in India on daily basis
and for two applications, the Company does not
have servers physically located in India for the
daily backup of the books of account and other
books and papers maintained in electronic
mode as disclosed in Note 39 to the standalone
financial statements and the matters stated
in the paragraph (i) (vi) below on reporting
under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with
the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting
Standards specified under Section 133 of the
Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

(e) On the basis of the written representations
received from the directors as on March 31, 2024
taken on record by the Board of Directors, none
of the directors are disqualified as on March
31, 2024 from being appointed as a director in
terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph (b)
above on reporting under Section 143(3)(b)
and paragraph below (i) (vi) on reporting
under Rule 11 (g);

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

(h) The provisions of section 197 read with Schedule
V of the Act are not applicable to the Company
for the year ended March 31, 2024;

(i) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements - Refer Note
28(a) to the standalone financial statements.

ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

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

iv. a) The management has represented

that, to the best of its knowledge
and belief that, no funds have been
advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other persons or entities, including
foreign entities ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

b) The management has represented
that, to the best of its knowledge
and belief that, no funds have been
received by the Company from any
persons or entities, including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (a) and (b) contain any
material misstatement.

v. No dividend has been declared or paid
during the year by the Company.

vi. Based on our examination which included
test checks, and as explained in note 39 to
the standalone financial statements, the
Company has used certain accounting

softwares for maintaining its books of
account which have a feature of recording
audit trail (edit log) facility and the same
have operated throughout the year for
all relevant transactions recorded in the
aforesaid softwares, except that i) in
respect of three applications audit trail
feature was not enabled and accordingly
we cannot comment on the audit trail
feature being tampered with in this regard
and ii) in respect of one application used
by the Company, audit trail feature is
not enabled for direct changes to data
when using certain access rights and
we did not come across any instance of
audit trail feature being tampered with in
respect of this application where audit trail
has been enabled.

For S.R. Batliboi & Associates LLP

Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Rajeev Kumar

Partner

Place: Bengaluru Membership Number: 213803

Date: September 30, 2024 UDIN: 24213803BKGWOC9808


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