Proposed Resolution and Implications

The sole item for shareholder approval is the appointment of Mr. Sudhir Ganesh Sitapati (DIN: 09197063) as a Non-Executive Independent Director and the payment of remuneration to him. The resolution is a Special Resolution.

Mr. Sitapati was initially appointed as an Additional Director (Non-Executive Independent) by the Board on October 28, 2026, following the resignation of Mr. Surojit Chatterjee. His appointment is now subject to shareholder ratification.

The resolution seeks approval for a five-year term for Mr. Sitapati, from October 28, 2026, to October 27, 2031.

Furthermore, the resolution seeks approval for an annual remuneration of INR 1,00,00,000 (Rupees One Crore Only) for Mr. Sitapati for a period of three consecutive years, from October 28, 2026, to October 27, 2029. This approval is required under Schedule V of the Companies Act, 2013, as the company has no profits or its profits are inadequate. The remuneration is all-inclusive, meaning no separate sitting fees will be paid for attending Board or Committee meetings.

Voting Process and Methods

The approval is being sought exclusively through a postal ballot process conducted via remote e-voting. Physical ballot forms are not being sent.

The company has engaged KFin Technologies Limited (KFin), its Registrar and Share Transfer Agent (RTA), as the authorised agency to provide the e-voting facility.

The remote e-voting period is scheduled from Monday, November 09, 2026, at 09:00 a.m. IST to Tuesday, December 08, 2026, at 05:00 p.m. IST.

The cut-off date for determining eligibility to vote is Friday, October 30, 2026. Only members registered as of this date are entitled to vote.

Scrutinizer Appointment

The Board has appointed Mr. Pramod S M (FCS No.: 7834, CP No.: 13784) or, in his absence, Mr. Biswajit Ghosh (FCS No.: 8750, CP No.: 8239), Partners of M/s. BMP & Co. LLP, Practicing Company Secretaries, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer's decision on the validity of votes will be final.

Key Voting Outcomes and Results Timeline

The results of the e-voting, along with the Scrutinizer's report, will be announced within two working days from the conclusion of the e-voting period (i.e., by December 10, 2026).

The results will be displayed on the company's website (www.meesho.com) and on KFin's website (https://evoting.kfintech.com/showallevents.aspx). The results will also be simultaneously communicated to the stock exchanges (BSE and NSE) and displayed at the company's registered office.

If the resolution is approved by the requisite majority, it will be deemed to have been passed on the last date of e-voting, Tuesday, December 08, 2026.

The document does not contain the final voting outcomes (total votes cast, percentage in favor/against, category-wise participation) as the voting process had not commenced at the time of this disclosure.

Compliance Confirmation

The notice and the process outlined confirm compliance with:

  • Sections 108, 110, 102, 149, 150, 152, 161, 197, 198 and other applicable provisions of the Companies Act, 2013.
  • The Companies (Management and Administration) Rules, 2014.
  • Regulation 30 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Various circulars issued by the Ministry of Corporate Affairs (MCA), including General Circular Nos. 14/2020, 17/2020, and the latest being 03/2025 dated September 22, 2025.
  • Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Financial Context for Remuneration Approval

The explanatory statement provides financial context justifying the remuneration in light of inadequate profits. On a consolidated basis for FY 2025-26, the company reported a loss after tax of INR 13,577.38 million. The net profit calculated under Section 198 of the Act was also inadequate for the purposes of Schedule V.

The reasons cited for the loss include strategic investments, temporary cost headwinds from the third-party logistics industry, increased investment in user acquisition, higher technology infrastructure investment, and strengthening of AI/ML and engineering talent.

The proposed remuneration was determined to be competitive with peer listed consumer internet and technology platforms, where packages typically range between INR 1.00 Crore to INR 1.20 Crore per annum.