 Filed with SEBI Explained){kind=link}
UDRHP 1 Link: https://www.bseindia.com/corporates/download/381966/IPO%20Prior/MeeshoLimited_UDRHP1_20251018222146.pdf
INDIA: Meesho Limited, a multi-sided technology platform that drives e-commerce in India by bringing together four key stakeholders – consumers, sellers, logistics partners, and content creators – has filed its Updated Draft Red Herring Prospectus (UDRHP) with the Securities and Exchange Board of India (SEBI).
The proposed initial public offering comprises a fresh issue of equity shares aggregating up to ₹4,250 crore, each with a face value of ₹ 1, and an offer for sale of up to 17,56,96,602 equity shares, also with a face value of ₹1, by selling shareholders. The offer for sale comprises of equity shares by Elevation Capital V Limited, Peak XV Partners Investments V, Highway Series 1, a Series of Venture Highway SPVs LLC, Y Combinator Continuity Holdings I, LLC, Golden Summit Limited, VH Capital, VH Capital XI (Corporate Selling Shareholders), Vidit Aatrey, Sanjeev Kumar (Promoter Selling Shareholders) and Man Hay Tam (Individual Selling Shareholder).
The Company proposes to utilize the Net Proceeds towards funding the following: investment for cloud infrastructure in Meesho Technologies Private Limited, the Subsidiary; payment of salaries of existing and replacement hires for the Machine Learning and AI and technology teams for AI and technology development undertaken by Meesho Technologies Private Limited, the Subsidiary; investment in Meesho Technologies Private Limited, the Subsidiary, for expenditure towards marketing and brand initiatives; and funding inorganic growth through acquisitions and other strategic initiatives as well as general corporate purposes.
In FY25, Meesho emerged as India’s largest e-commerce platform by Annual Transacting Users and annual Placed Orders among e-commerce players in India. The platform connected over 500,000 transacting sellers with ~199 million Annual Transacting Users, facilitating ~1.8 billion Placed Orders during the year – a true reflection of our focus on making e-commerce affordable, accessible, and engaging for consumers across India.
Meesho’s Annual Transacting Users grew ~28% year-on-year in FY25 and continues to show significant traction across India, with Annual Transacting Users (ATU) for the Last Twelve Months (LTM) ending June 2025 reaching ~213 million. Between FY23 and FY25, order frequency improved from 7.5x to 9.2x per year and 9.4x for the last twelve months ended June 2025, highlighting rising engagement and trust as we continue to enhance discovery and experience across the platform.
Total orders increased from ~1 billion in FY23 to ~1.8 billion in FY25, and recorded ~562 million for the three months ended June 30, 2025, ~50% year-on-year growth in Q1 FY26. Growth in Placed Orders during Fiscal 2025 was driven by strong momentum across India, including orders from the Top 8 cities, which grew by ~46% compared to overall platform growth of ~37%.
Building on this scale, the Net Merchandise Value (NMV) grew ~29% year-on-year to INR ₹29,988 crores in FY25, following ~21% growth in FY24. In Q1FY26, NMV growth further accelerated to ~36% year-on-year, reaching INR 8,679 crores. Growth investments and improved value proposition of the platform through better pricing, discovery, and assortment have led to this acceleration of NMV.
In e-commerce, NMV refers to the cumulative checkout value of successfully delivered orders, inclusive of taxes. It is a core measure of platform health as it reflects the strength of customer adoption and repeat usage, making it a key driver of revenue, margins, and cash flow across the ecosystem.
Demonstrating a remarkable turnaround, Meesho became the largest free cash flow generator among scaled listed e-commerce companies in India in FY25. Last Twelve Months Free Cash Flow swung from negative INR 2,336 crore to a positive INR 1,032 crore (with interest income) and INR 591 crore (excluding interest income), reflecting the benefits of an asset-light, capital-efficient model that allows the company to grow scale and depth without significant capital outlay.
Loss (before tax and exceptional items) narrowed from INR 1,672 crores in FY23 to INR 108 crores in FY25, even as we increased investments in technology and user acquisition to strengthen our growth trajectory.
The net loss for FY25 stood at INR 3,942 crores, primarily due to one-time exceptional items, including reverse flip tax and perquisite tax, which were necessary for the company’s transition to a public structure.
In Q1 FY26, they continued to invest in growth, driving NMV up ~36% year-on-year for the corresponding period and reaching ~562 million orders, showing growth of ~50% for Placed Orders. As the company expanded in scale, related costs such as server and technology expenses increased, reflecting the investments required to support the platform’s growth. As a result, the quarter’s loss before exceptional items was INR 148 crores, and net loss was INR 289 crores, consistent with the strategic investments they are making to grow market share.
FY25 and Q1 FY26 reaffirmed Meesho’s leadership in democratizing internet commerce for everyone. The company remains focused on broadening market reach, creating long-term value for the ecosystem, and building a sustainable foundation for the next phase of growth.
Kotak Mahindra Capital Company Limited, J.P. Morgan India Private Limited, Morgan Stanley India Company Private Limited, Axis Capital Limited, and Citigroup Global Markets India Private Limited are the Book Running Lead Managers to the issue.