Quick Take
- Revised Article 122 lets founders Vidit Aatrey and Sanjeev Kumar keep board seats while they hold just 3% of equity, or 75,62,14,937 shares.
- The September 11 corrigendum drops the earlier plan to give two large investors a board nominee each.
- Shareholders vote on the change at the AGM on September 18, 2026.
Meesho has rewritten the rule that governs who sits on its board. A last quarterly changes Article 122 of its Articles of Association. Founders Vidit Aatrey and Sanjeev Kumar keep board nomination rights as long as they collectively hold at least 3% of paid-up equity.
That 3% floor can also be met by holding 75,62,14,937 equity shares. The filing sets the number as a fixed alternative to the percentage. Meesho shareholders vote on the change at the annual general meeting on September 18, 2026.
The revised article ties the founders’ seats to the latest quarterly shareholding pattern. So the check is a live one, quarter by quarter. Aatrey and Kumar founded the company in December 2015.
What changed in the corrigendum?
The corrigendum withdrew the nomination rights Meesho had offered its large investors. The original proposal came with the July board meeting. It would have let the two biggest non-promoter investors each name one director.
That right was set to trigger at an 8.00% holding on a fully diluted basis. The September 11 filing removes it. Founder rights and lender rights stay in.
Meesho’s own disclosure, made under Regulation 30 of the SEBI Listing Regulations, says the corrigendum revises AGM Item 3. It formalises the founders’ board nomination rights. It withdraws the significant investor rights.
The effect is a cleaner split. Founders and lenders keep a named seat at the table. Large shareholders lose the automatic one they were about to get.
Why does a 3% floor matter?
A 3% floor is low. It lets founders keep board control even after their stake is heavily diluted by an IPO and later rounds. Most investor nomination rights in India trigger far higher, often at 8% or more.
Aatrey held 11.10% and Kumar held 7.41% at the time of the draft red herring prospectus. Together that is 18.51%. The 3% rule means each could sell most of that and still hold a seat.
The math is the point. A founder can fall from 11% to 3% and lose two thirds of the stake. Under Article 122, the board seat survives that fall.
How does Meesho’s shareholding stack up?
Meesho’s largest holders are its early venture backers. Elevation Capital leads. Peak XV Partners and Naspers Ventures follow close behind.
The table below shows the top holders from the DRHP. The two founders sit below three institutional investors on stake size. That gap is exactly why the withdrawn investor right mattered.
| Shareholder | Type | Stake |
|---|---|---|
| Elevation Capital V | Investor | 13.61% |
| Peak XV Partners | Investor | 12.81% |
| Naspers Ventures B.V. | Investor | 12.34% |
| Vidit Aatrey | Founder | 11.10% |
| Sanjeev Kumar | Founder | 7.41% |
Under the July plan, Elevation and Peak XV were the likely investor nominees. Both already hold above 8%. The corrigendum takes that route off the table.
What happens on September 18?
Members vote on the revised Article 122 at the AGM. The change to the Articles needs shareholder approval to take effect. The company has set the meeting for September 18, 2026.
Meesho listed earlier in 2026 and trades as MEESHO on the NSE and 544632 on the BSE. The company is based in Bengaluru. It reported FY25 revenue of Rs 9,389 crore and a net loss of Rs 3,941 crore.
The vote is the moment the founder floor becomes binding. If members approve it, the 3% rule enters the Articles. If they reject it, the board composition rules revert.
