DIRECTORS' REPORT

Your Directors are pleased to present the Eighteenth Annual Report of the Company together with the audited
financial statements (standalone and consolidated) for the financial year ended March 31, 2026. The financial
year under review marked a significant milestone for the Company with the successful completion of its Initial
Public Offering and listing of its equity shares on the stock exchanges on November 10, 2025. The listing reflects
the Company's continued growth trajectory and commitment towards enhanced transparency, governance
and long-term value creation for all stakeholders.

As the Company transitions from a closely held enterprise to a publicly listed entity, it enters a new phase of
responsibility and opportunity. The Board remains focused on driving innovation, operational excellence and
sustainable growth, while strengthening governance practices and creating long-term value for all stakeholders.

1. FINANCIAL RESULTS

The highlights of the Company's financial performance, for the year ended March 31, 2026 is
summarized below:

2. PERFORMANCE REVIEW AND
STATE OF AFFAIRS

Lenskart Solutions Limited is a technology-driven
eyewear company with integrated operations
spanning designing, manufacturing, branding
and retailing of eyewear products. The Company
primarily sells prescription eyeglasses, sunglasses,
and other products such as contact lenses and
eyewear accessories.

The Company commenced its operations in
India as an online business in 2010 and opened
the first retail store in New Delhi in 2013.
Since then, the Company has established a
presence through retail stores, websites, mobile
applications, and other channels. The Company's
websites and mobile applications are central to
their omnichannel retailing presence, which is
powered by the technology platform, providing
customers with the ability to engage with our
brands and sub-brands, and purchase products
across both online and offline touchpoints.

As of March 31, 2026, the Company's mobile
application has more than 120Mn cumulative
downloads. The Company operates through
3,327 stores across 16 countries, with 2,609
stores in India, 287 in Japan, 284 in Southeast
Asia and 41 in Middle East and 106 stores in
other geographies.

The Company believes that clear vision is
fundamental to the personal development and
well-being of an individual, and continues to build
tech-enabled supply and distribution solutions
that improve access to affordable and quality
‘Eyewear for All'.

Revenue from Operations for financial year
2025-26 is '88,140 Million as against '66,525
Million in financial year 2024-25 registering a
growth of 32.5%. EBITDA is '17,485.82 Million
in financial year 2025-26 as against '9,710.56
Million in financial year 2024-25, registering a
growth of 80.1%, with EBITDA margin expanding
by 524 bps to 19.8% from 14.6%. Profit After Tax
is '5,009.50 Million in financial year 2025-26
in comparison to '1,302.4 Million in financial
year 2024-25 (adjusted to exclude one-time,
non-cash FVTPL gain of '1,672 Mn in Other
Income, related to deferred consideration on the
Owndays acquisition in financial year 2024-25),
a growth of 284.6%, with PAT margin expanding
from 2.0% to 5.7%, an expansion of 374 bps.

To facilitate a comprehensive understanding
of the Company's consistent performance
trajectory, the financial results have been

presented on a pro-forma basis for the historical
periods. This presentation accounts for the
strategic consolidation of key acquisitions and
group entities, including the master-franchisee
(Dealskart), GeolQ, and the international
acquisition of Meller, as if such entities were
consolidated from the commencement of the
relevant financial periods.

On a Pro-forma Consolidated basis, Revenue
from Operations for financial year 2025-26 is
'90,023 Million as against '68,030 Million in
financial year 2024-25 registering a growth of
32.3%. EBITDA is '17,895 Million in financial year
2025-26 as against '11,525 Million in financial
year 2024-25, registering a growth of 55.3%, with
EBITDA margin expanding by 294 bps to 19.9%
from 16.9%. Profit After Tax is '5,300 Million in
financial year 2025-26 in comparison to '2,140
Million in financial year 2024-25 (adjusted to
exclude one-time, non-cash FVTPL gain of
'1,672 Mn in Other Income, related to deferred
consideration on the Owndays acquisition in
financial year 2024-25), a growth of 148%, with
PAT margin expanding from 3.1% to 5.9%, an
expansion of 275 bps.

3. CONVERSION TO PUBLIC LIMITED
COMPANY AND LISTING ON STOCK
EXCHANGES

During the financial year under review, the
Company was converted from a private
limited company to a public limited company
pursuant to the provisions of the Companies
Act, 2013, with effect from June 16, 2025.
Consequent to such conversion, the name of the
Company was changed from “Lenskart Solutions
Private Limited” to “Lenskart Solutions Limited”.

Further, the Company successfully completed
its Initial Public Offering (“IPO”), comprising a
fresh issue of 53,495,905 Equity Shares having
face value of '2 each aggregating to '21,500.00
Million and an offer for sale of 127,562,573 Equity
Shares having face value of '2 each aggregating
to '51,280.15 Million. Pursuant to the IPO, the
equity shares of the Company were listed on BSE
Limited and National Stock Exchange of India
Limited on November 10, 2025.

The listing of the Company's equity shares marks
a significant milestone in the Company's journey
and strengthens its corporate governance
framework, transparency and access to
capital markets.

4. PROMOTERS OF THE COMPANY

Pursuant to the provisions of the SEBI (Issue
of Capital and Disclosure Requirements)
Regulations, 2018 and the disclosures made in
the Prospectus, during the financial year under
review, Mr. Peyush Bansal, Ms. Neha Bansal,
Mr. Amit Chaudhary and Mr. Sumeet Kapahi
are identified as Promoters of the Company.
The Promoters have been instrumental in
the establishment, growth and strategic
development of the Company and continue to
provide leadership and guidance in furthering
the Company's long-term vision and objectives.

The shareholding of the Promoters is disclosed
in the Annual Return of the Company and in the
Corporate Governance Report forming part of
this Annual Report.

5. DIVIDEND

Considering the growth plans and capital
requirements of the Company, the Board of
Directors has not recommended any dividend for
the financial year ended March 31,2026.

The Company has adopted a Dividend
Distribution Policy in accordance with Regulation
43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
which is available on the website of the Company
athttps://www.lenskart.com/corporate/
investorrelations?tab=governance. The decision
of the Board is in line with the said Policy.

6. TRANSFER TO RESERVE

During the financial year under review, the
Company has not transferred any amounts to

the General Reserve. For complete details on
movement in Reserves and Surplus during the
financial year ended March 31, 2026, please refer
to the ‘Statement of Changes in Equity' included
in the standalone and consolidated financial
statements of this Annual Report.

7. INVESTOR EDUCATION AND
PROTECTION FUND

I n terms of the provisions of Sections 124 and
125 of the Companies Act, 2013, there were no
amounts which were required to be transferred
to the Investor Education and Protection Fund
(“IEPF”) during the financial year under review.

There were no shares required to be transferred
to the IEPF during the financial year.

8. CHANGES IN SHARE CAPITAL

During the financial year under review, the
Company has undergone various changes in its
share capital pursuant to pre-IPO restructuring,
Initial Public Offering and allotments under
Employee Stock Option Schemes. The details of
changes in the capital are as under:

a. Authorised Share Capital

During the financial year 2025-26,
the members of the Company, at the
Extra-Ordinary General Meeting held on
May 9, 2025, accorded their approval,
pursuant to the provisions of Sections 13
and 61 of the Companies Act, 2013, for
the reclassification and increase of the
Authorised Share Capital of the Company.

Consequent to the above, the Authorised Share Capital was restructured from '3,483.99 Million
divided into the following classes of securities:

to '6,499.48 Million divided into the following classes of securities, with the Series A Equity Shares and
Series B Equity Shares being reclassified into and merged with the general Equity Share capital:

Note: CCPS: Compulsorily Convertible Preference Shares | CCNPS: Compulsorily Convertible Non-cumulative
Preference Shares.

b. Issued, Subscribed, and Paid-up Share Capital

The issued, subscribed and paid up share capital of the Company as on March 31, 2026 is '3,472.83
Million, divided into 1,736,416,007 (One hundred seventy-three crore sixty-four lakh sixteen thousand
and seven only) equity shares having face value of '2/- (Indian rupee two) each (“Equity Shares”).

The summary of changes in paid-up equity share capital during the year is provided below:

*Represents aggregate ESOP allotments made between August 8, 2025 and September 18, 2025.

Consequent to the above, the paid-up equity
share capital of the Company increased from
'1,543.36 Million divided into 771,679,486
equity shares of face value '2 each as at
April 1, 2025 to '3,472.83 Million divided
into 1,736,416,007 equity shares of face
value '2 each as at March 31, 2026.

9. MATERIAL CHANGES AND
COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There have been no material changes or
commitments affecting the financial position of
the Company between the end of the financial
year 2025-26 and the date of this Report.
There has been no change in the business
of the Company.

10. SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATES

As on March 31, 2026, the Company has seven
direct subsidiary companies (including three
domestic wholly-owned subsidiaries, one
domestic subsidiary, two foreign wholly-owned
subsidiaries, and one Section 8 wholly-owned
subsidiary), two Joint Ventures (one Joint Venture
each with Baofeng Framekart Technology Limited
and VisionSure Services Private Limited) and
three Associate Companies i.e. Dimension NXG
Private Limited (India), iiNeer Co., Ltd. (Korea) and
Le Petit Lunetier Paris Sas (France).

Further, the Company holds investments in
step down overseas subsidiaries through its
wholly-owned subsidiary i.e Lenskart Solutions
Pte. Ltd., Singapore. The step down subsidiaries
of the Company are Lenskart Solutions Company
Limited (Vietnam), Lenskart Solutions SDN.
BHD. (Malaysia), MLO K.K. (Japan), Stellio Ventures
S.L. (Spain), Stellio Ventures UK Limited (United
Kingdom), Lenskart Arabia Ltd. (Kingdom of
Saudi Arabia), Lenskart Optical Trading LLC (UAE),
Lenskart Optical Lenses Cutting LLC, PT Lenskart
Solutions (Indonesia), Lenskart Solutions(Thailand)

Company Limited, Thai Eyewear (Thailand),
Owndays Inc. (Japan), Owndays Singapore Pte.
Ltd., Owndays Co., Ltd., Owndays Taiwan Ltd.,
Owndays Downunder Pty. Ltd., Owndays Hong
Kong Ltd., Owndays Vietnam Ltd., Owndays
Malaysia Sdn. Bhd., Owndays Tech & Media
(Thailand) Co., Ltd., Owndays (Thailand) Co., Ltd.,
Owndays Contact Co., Ltd., and Tennozu Optical
College Co., Ltd.

During the financial year under review, Lenskart
Solutions INC (United States of America) ceased
its operations effective June 25, 2025.

Pursuant to the provisions of Section 129(3) of
the Act, read with the Companies (Accounts)
Rules, 2014 and in accordance with applicable
accounting standards, a statement containing
the salient features of financial statements of
your Company's subsidiaries, Associates, and
Joint Ventures in Form No. AOC-1 is annexed as
Annexure I to this Report.

In accordance with the provisions of Section
136 of the Act and the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the audited financial statements,
including consolidated financial statements and
related information of the Company and financial
statements of your Company's subsidiaries, joint
ventures/associate companies have been placed
on the website of your Company viz.https://
www.lenskart.com/corporate/investorrelations?t
ab=reports-and-publications.

Your Company has formulated a Policy for
determining Material Subsidiaries. The said
policy is available on the website of the Company
i.e.https://www.lenskart.com/corporate/
investorrelations?tab=governance.

11.UTILISATION OF PROCEEDS OF
INITIAL PUBLIC OFFER (IPO)

The Company had raised funds through its Initial
Public Offering (“IPO”) for the purposes as stated
in the Prospectus.

As on March 31, 2026, the utilisation of IPO proceeds is as follows:

The unutilised funds as at the end of the financial
year were temporarily invested in fixed deposits /
bank balances, in accordance with the Company's
treasury policy.

There has been no deviation or variation in the
utilisation of proceeds from the objects stated in
the Prospectus.

12.BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNELS

The Company has a professional Board with
the right mix of knowledge, skills and expertise
with an optimum combination of Executive
and Non-Executive Directors including one
woman Independent Director, duly constituted
in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. During the financial year
under review, the following changes took place
in the composition of the Board:

a. Appointment / Re-appointment of
Directors

During the financial year under
review, following appointments/
re-appointments were made:

• Mr. Peyush Bansal (DIN: 02070081) was
appointed as the Managing Director and
Chief Executive Officer of the Company,
with effect from June 1,2025, approved
by shareholders in the 17^th Annual
General Meeting of the Company held
on July 26, 2025;

• Ms. Neha Bansal (DIN: 02057007) was
appointed as Executive Director of
the Company with effect from June 1,
2025, approved by shareholders in the
17^th Annual General Meeting of the
Company held on July 26, 2025;

• Mr. Amit Chaudhary (DIN: 08908841)

was appointed as an Additional Director
(Executive Director) with effect from
July 11, 2025 and subsequently

regularized as Executive Director,
approved by shareholders in the
17^th Annual General Meeting of the
Company held on July 26, 2025.

^• Mr. Jayesh Tulsidas Merchant (DIN:
00555052) was re-appointed as
Independent Director of the Company
with effect from May 4, 2025, approved
by shareholders in the 2^nd Extra Ordinary
General Meeting of the Company
for the financial year 2025-26 held
on May 30, 2025.

• Mr. Bijou Kurien (DIN: 01802995)
was appointed as Additional Director
(Non-Executive Independent) with
effect from January 14, 2025 and
was subsequently regularized as
Independent Director, approved by
shareholders in the 2^nd Extra Ordinary
General Meeting of the Company for the
financial year 2025-26 of the Company
held on May 30, 2025;

• Mr. Ashish Kashyap (DIN: 00677965) and
Ms. Sayali Karanjkar (DIN: 07312305)

were appointed as Additional Directors
(Non-Executive Independent) with
effect from June 24, 2025 and
were subsequently regularized as
Independent Directors, approved
by shareholders in the 17^th Annual
General Meeting of the Company held
on July 26, 2025;

• Mr. Anant Gupta (DIN: 06946611),
Non-Executive Nominee Director, liable
to retire by rotation was re-appointed
by the shareholders in the 17^th AGM
held on July 26, 2025, and subsequently
re-designated as Non-Executive
Non-Independent Director with effect
from November 29, 2025.

b. Retirement / Resignation of Directors

• Mr. Sumer Juneja (DIN: 08343545)
and Mr. Sarthak Misra (DIN: 03399650)
resigned from the position of Nominee
Directors of the Company with effect
from June 17, 2025.

• Mr. Haresh Pribhu Balani (DIN:
10090589) resigned from the position
of Nominee Director of the Company
with effect from July 18, 2025.

The Board placed on record its sincere
appreciation for the valuable contributions
made by the Directors who resigned
during the year.

c. Proposed Re-appointment of Directors

In accordance with the provisions of Section
152 of the Act and articles of association of
the Company, Ms. Neha Bansal is liable to
retire by rotation at the ensuing 18^th AGM of
the Company and being eligible, offers herself
for re-appointment. The Board recommends
the re-appointment of Ms. Neha Bansal as
Executive Director for shareholders' approval
at the ensuing 18^th AGM.

d. Declaration of Independence

In terms of Section 1 49 of the Act
and the SEBI Listing Regulations,
Mr. Jayesh Tulsidas Merchant,
Mr. Bijou Kurien, Mr. Ashish Kashyap, and
Ms. Sayali Karanjkar are the Independent
Directors of the Company as on the date
of this Report.

I n terms of Regulation 25(8) of SEBI Listing
Regulations, the Independent Directors have
confirmed that they are not aware of any
circumstance or situation, which exists or

may be reasonably anticipated, that could
impair or impact their ability to discharge
their duties with an objective independent
judgement and without any external
influence. Based upon the declarations
received from the Independent Directors,
the Board of Directors has confirmed that
they meet the criteria of Independence as
mentioned under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing
Regulations and that they are independent
of the management.

In the opinion of the Board, there has been
no change in the circumstances affecting
their status as Independent Directors of the
Company and the Board is satisfied of the
integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of all
Independent Directors on the Board.

Further in terms of Section 150 read with
Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014, as
amended, Independent Directors of the
Company have registered their names in the
bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.

The Company has received necessary
declarations from all the Independent
Directors under Section 149(7) of the
Companies Act, 2013 confirming that
they meet the criteria of independence
as prescribed under Section 149(6) of
the Companies Act, 2013 and Regulation
16( 1 )(b) of the SEBI Listing Regulations.
In the opinion of the Board, the Independent
Directors possess the requisite integrity,
expertise and experience and fulfil the
conditions specified under the Act and SEBI
Listing Regulations and are independent of
the management.

e. Key Managerial Personnel

During the financial year under review, the
following changes took place in the Key
Managerial Personnel of the Company:

• Mr. Abhishek Gupta was appointed as
Chief Financial Officer of the Company
with effect from May 21, 2025.

• Mr. Ashish Kumar Srivastava was
appointed as Company Secretary
and Chief Compliance Officer of the
Company, in place of Ms. Preeti Gupta
who took the different responsibilities
with the Company, with effect from
November 29, 2025.

13. BOARD MEETINGS AND
COMMITTEES

Sixteen Meetings of the Board of Directors
were held during the financial year 2025-26.
The intervening gap between these meetings
was within the period prescribed under the Act
and the SEBI Listing Regulations.

The Board has constituted the following Board
Committees, namely:

• Audit Committee

^• Nomination and Remuneration Committee

^• Stakeholders Relationship Committee

^• Corporate Social Responsibility Committee

• Risk Management Committee

The details of the Board Meetings held and
attended by the Directors, the composition
of the Board and its Committees and its
terms of reference are provided in the
Corporate Governance Report forming part of
this Annual Report.

The composition and terms of reference of all
the Committees of the Board of Directors of the
Company is in line with the provisions of the Act
and the SEBI Listing Regulations.

14. COMPANY'S POLICY ON
DIRECTORS' APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Charter
(‘NRC Charter') is in place laying down the role
of Nomination and Remuneration Committee
(NRC), criteria of appointment, qualifications,
term/tenure etc. of Executive Directors &
Independent Directors, annual performance
evaluation, remuneration of Executive Directors,
Non-Executive/Independent Directors, Key
Managerial Personnel & Senior Management,
and criteria to determine qualifications, positive
attributes & independence of Director.

The NRC policy is available on the Company's
website at:https://www.lenskart.com/corporate/
investorrelations?tab=governance.

15. DIRECTORS' RESPONSIBILITY
STATEMENT

Based on the framework of Internal Financial
Controls and Compliance Systems established
and maintained by the Company, the work
performed by the Internal, Statutory and
Secretarial Auditors and External Consultants,

including Audit of Internal Financial Controls over
financial reporting by the Statutory Auditors and
the reviews performed by Management and the
relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the
Company's Internal Financial Controls were
adequate and effective during the Financial Year
ended March 31, 2026.

Accordingly, pursuant to Section 134(3)(c) and
134(5) oftheAct,the Board of Directors, to the best
of their information and knowledge, confirm that:

a. in the preparation of the Annual Accounts for
the Financial Year ended March 31, 2026,
the applicable accounting standards have
been followed and there are no material
departures from the same;

b. they have selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the Financial Year and of the Profit of
the Company for that period;

c. they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

d. they have prepared the Annual Accounts on
a going concern basis;

e. they have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and operating effectively; and

f. they have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adequate and operating effectively.

16. EVALUATION OF BOARD, ITS
COMMITTEES AND DIRECTORS

The Nomination and Remuneration Committee
has formulated the criteria for the evaluation of the
Individual Directors, Board and its Committees.
The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India.

The evaluation was conducted through
a self-assessment mechanism and the

consolidated feedback was reviewed by the
Nomination and Remuneration Committee.

The criteria for evaluation of Individual Director
includes inter alia aspects such as knowledge
and competency, fulfilment of functions, ability
to function as a team, initiatives taken, availability
and attendance at the meetings, commitment,
integrity, independence, contribution at Board/
Committee Meetings and guidance/support
to the management outside Board/Committee
Meetings. In addition, the Chairman is also
evaluated on key aspects of his role, including
effectiveness of leadership and ability to steer the
meetings, impartiality, ability to keep shareholders'
interests in mind and motivating and providing
guidance to the Executive Directors, etc.

The criteria for Board Evaluation includes
inter alia, structure of the Board, meetings and
functions of the Board, degree of fulfilment of key
responsibilities, establishment and delineation
of responsibility to Committees, effectiveness
of Board processes, information and functioning
and quality of relationship between the Board
and the Management, etc.

The criteria for Committee evaluation includes
inter alia, mandate and composition, effectiveness
of the Committee, structure of the Committee
and meetings, independence of the Committee
from the Board, contribution to decisions of the
Board, effectiveness of the meetings and quality
of relationship of the Committee with the Board
and the Management, etc.

The performance of the committees was
evaluated by the Board after seeking inputs
from the committee members based on the
criteria such as the composition of committees,
effectiveness of committee meetings, etc.

I n a separate meeting of Independent Directors
held on March 30, 2026, the evaluation of
Board and Non-Executive Directors (including
the Chairman) was conducted taking into
account feedback received from all Directors.
The Independent Directors provided feedback to
the Board Chairman and the Managing Director.

The Board Effectiveness discussions help the
Board to continuously evolve and remain relevant
as per the strategic needs of the Company.

17.VIGIL MECHANISM AND WHISTLE
BLOWER POLICY

In terms of the provisions of the Companies Act,
2013 read with the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the
Company has established a Vigil Mechanism
through its Whistle Blower Policy to enable
Directors, employees and other stakeholders to
report genuine concerns, including unethical
behaviour, actual or suspected fraud and
violations of the Company's Code of Conduct.

The Policy provides for adequate safeguards
against victimisation of whistle blowers
and ensures confidentiality of disclosures.
The Company affirms that no person has been
denied access to the Audit Committee.

The Vigil Mechanism provides for multiple
reporting channels and a structured investigation
framework. All complaints received are reviewed
and investigated in accordance with the Policy,
and appropriate actions are taken based on the
outcome of such investigations.

The Audit Committee oversees the functioning
of the Vigil Mechanism, and a summary of
complaints received, investigated and their status
is placed before it on a periodic basis.

The Whistle Blower Policy and the Code
of Conduct are available on the website of
the Company at:https://www.lenskart.com/
corporate/investorrelations.

18. AUDITORS & AUDITORS' REPORT

a. Statutory Auditors

M/s S.R. Batliboi & Associates LLP, Chartered
Accountants (Registration No. 101049W/
E300004), were re-appointed as the
Statutory Auditors of the Company for a term
of 5 (five) consecutive years starting from the
conclusion of 16^th Annual General Meeting
(“AGM”) till the conclusion of 21^st AGM and
has conducted audit for the Financial Year
ended on March 31, 2026.

The Auditors' Report has been enclosed with
the financial statements in this Annual Report.
The Notes on Financial Statements referred
to in the Auditors' Report are self-explanatory
and do not call for any further comments.
The Auditors' Report doesn't contain any
qualification, reservation or adverse opinion.

Further during the financial year 2025-26,
the Auditors have not reported any fraud,
which is committed against the Company
by officers or employees of the Company.

b. Secretarial Auditors

M/s DPV & Associates LLP, Company
Secretaries, (FRN: L2021HR009500),

were appointed as Secretarial Auditors of
the Company for the financial year ended
on March 31, 2026. The secretarial audit
report does not contain any qualification or
reservation or observation or adverse remark
and is annexed as Annexure II.

Ms. Jaya Yadav, Practicing Company
Secretary c/o M/s Jaya Yadav &
Associates, Company Secretaries, (FRN:
I2013HR1041100), acted as Secretarial
Auditor for Dealskart Online Services
Private Limited (“Dealskart”), wholly-owned
subsidiary of the Company for the
financial year ended on March 31, 2026.
The secretarial audit report of Dealskart is
also annexed as Annexure II A respectively.

The Company has submitted the annual
secretarial compliance report with BSE and
NSE in compliance of Regulation 24A of the
SEBI Listing Regulations and the same can
be accessed athttps://www.lenskart.com/
corporate/investorrelations.

The Board recommends to appoint M/s
DPV & Associates LLP, Company Secretaries,
(FRN: L2021HR009500), a peer-reviewed
firm as Secretarial Auditors of the Company
for a term of 5 (five) consecutive years
starting from April 1, 2026 and ending on
March 31,2031, subject to the shareholders'
approval at the ensuing 18^th AGM.

c. Internal Auditors

Pursuant to the provisions of Section
138 of the Companies Act, 2013, M/s
PricewaterhouseCoopers Private Limited
has been appointed as the Internal Auditors
of the Company.

The Internal Auditors conduct periodic
audits to evaluate the adequacy and
effectiveness of the Company's internal
control systems, risk management processes
and governance framework.

The internal audit reports, along with
management responses and action plans,
are reviewed by the Audit Committee on
a quarterly basis, which also monitors the
implementation of the recommendations
made by the Internal Auditors.

19.REPORTING OF FRAUD BY
AUDITORS

During the financial year under review, Statutory

Auditors, Secretarial Auditors, and Internal

Auditors have not reported any instances of

fraud committed in the Company by its Officers
or Employees to the Audit Committee under
Section 143(12) of the Act.

20.1 NTERNAL FINANCIAL CONTROLS
& ITS ADEQUACY

The Company has in place a well-established
internal control system which is commensurate
with the nature of its business, size, scale, and
complexity of its operations. Internal Control
Systems comprising policies and procedures
are designed to ensure sound management of
the Company's operations, safe-keeping of its
assets, optimal utilization of resources, reliability
of its financial information and compliance.
Systems and procedures are periodically
reviewed to keep pace with the growing size and
complexity of the Company's operations.

The Statutory Auditors, Internal Auditors and
the Audit Committee periodically review the
adequacy and effectiveness of Internal Control
Systems and provide guidance for further
strengthening them. Details of the Internal
Financial Controls and related systems are
provided in the Management Discussion and
Analysis Report.

21. RISK MANAGEMENT FRAMEWORK

The Company has established an enterprise-wide
Risk Management Framework in accordance
with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
to systematically identify, assess, monitor and
mitigate risks that may impact the achievement
of its strategic and operational objectives.

The framework is designed in alignment with
globally accepted risk management principles
and is embedded within the Company's business
planning, strategy execution and performance
management processes. It provides for a
structured approach towards identification and
prioritisation of key risks across business, financial,
operational, regulatory, cybersecurity, ESG and
reputational domains, including emerging risks.

The Board has approved a Risk Management
Policy which, inter alia, defines the risk
governance architecture, risk appetite, roles
and responsibilities of various stakeholders, risk
assessment and mitigation methodologies, as
well as reporting and escalation mechanisms.
The Risk Management Committee assists the
Board in overseeing the implementation and
effectiveness of the risk management framework

and ensures that appropriate systems are in place
to monitor and control risks.

Risk identification and assessment is carried out
through a structured, cross-functional process,
and key risks along with mitigation plans are
periodically reviewed and updated. The risk
registers and mitigation status are placed before
the Risk Management Committee and the
Board at regular intervals to enable informed
decision-making and oversight.

The internal audit function, aligned with the risk
universe, provides independent assurance on the
adequacy and effectiveness of risk controls and
mitigation measures.

The Company continues to strengthen its risk
management capabilities in line with evolving
business dynamics, regulatory requirements and
industry best practices, to enhance resilience and
long-term value creation.

The Risk Management Policy is available on the
website of the Company athttps://www.lenskart.
com/corporate/investorrelations?tab=governance.

22. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (‘CSR') is an
integral part of the Company's culture and
integrates with its economic progress and
social commitment. The Company continues
to emphasize the implementation of the key
areas denoted and chosen for sustainability.
The Company has adopted a CSR Policy in
compliance with the provisions of the Act.

The CSR initiatives of the Company are focused
on promoting access to vision care and improving
eye health across underserved communities
through outreach programmes and awareness

initiatives. These activities are aligned with
the areas specified under Schedule VII of the
Companies Act, 2013.

During the financial year under review, the
Company has spent the entire amount required
to be spent towards CSR, being 2% of the average
net profits of the preceding three financial
years, on approved CSR projects (including
administrative overheads), in compliance with
the provisions of the Act. Accordingly, there was
no unspent CSR amount as on March 31,2026.

The Annual Report on CSR activities, in terms
of Section 135 of the Act and the Rules
framed thereunder, is annexed as Annexure III
to this Report.

23. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of
energy, technology absorption, foreign exchange
earnings and outgo, as required under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014,
is set out below.

Lenskart, as a responsible corporate stakeholder,
is deeply committed to sustainable operations,
decarbonization and the judicious use of natural
resources.The Company has invested significantly
in automation, energy-efficient machinery
and renewable energy systems, guided by a
long-term vision for a greener tomorrow.

Note: Unless otherwise stated, the information provided
under Conservation of Energy and Technology Absorption
pertains to the Company’s manufacturing facilities and
operational locations in India.

The above initiatives resulted in a total
demand reduction of 44.5 kW from EC fan
installations. Further, the commissioning of
the 300 TR water-cooled chiller contributed
towards enhanced operational efficiency
and optimized energy consumption.

(ii) Fuel - Clean and Dual-Fuel Initiatives

The Company's manufacturing units at
Bhiwadi and Manesar have transitioned
to Piped Natural Gas (“PNG”) for kitchen
operations, a cleaner-burning and
low-emission fuel source. The Company
has further extended its clean fuel
initiatives to Diesel Generator (“DG”) sets
through implementation of a PNG-diesel
dual-fuel system, thereby reducing
greenhouse gas emissions.

The adoption of natural gas in DG operations
at the Bhiwadi plant resulted in reduction of
greenhouse gas emissions by approximately
1,150 tCO₂e per annum, contributing
significantly towards the Company's
decarbonization roadmap.

(iii) Water - Sustainable Water Management

The Company has further strengthened
its water stewardship programme across
its manufacturing units with focus on
reuse and recycling initiatives. The Bhiwadi
manufacturing facility continues to operate
advanced Effluent Treatment Plant (“ETP”)
and Zero Liquid Discharge (“ZLD”)
infrastructure.

Key initiatives undertaken during
the year include:

• Recycling and reuse of approximately
95% of ETP-treated water within plant
operations at the Bhiwadi facility,
thereby reducing dependence on
fresh water intake;

• Deployment of a 32 KL Mechanical
Vapour Recompression (“MVR”) based
ZLD system for ETP water recovery,
achieving approximately 94% capacity
utilisation; and ¹

(iv) Alternate Sources of Energy - Renewable
Energy Initiatives

The Company continues to increase the share
of renewable energy in its overall energy
consumption mix through investments in
captive solar and hybrid wind-solar power
generation infrastructure.

a. Solar Power - Captive Rooftop
Installations

• The Bhiwadi manufacturing plant
operates a captive rooftop solar
power plant having an installed
capacity of 2.275 MWp for
captive consumption.

• An additional rooftop solar
installation of 0.455 MWp
generated approximately 4.97
lakh units during the financial
year under review.

b. Hybrid Wind-Solar Power Plant -
Dangri, Rajasthan

The Company has invested in a 1.1
MW hybrid wind-solar power plant
located at Dangri, Rajasthan. The plant
is designed to generate approximately
4.9 million units per MW per annum
through an integrated renewable
energy generation model combining
wind and solar resources.

B. TECHNOLOGY ABSORPTION

The Company continues to strengthen its
technology-led operating model through
continuous investments in automation,
artificial intelligence (“AI”), digital infrastructure,
advanced manufacturing systems, data science
capabilities and process innovation across its
business operations.

Over the years, the Company has developed
an integrated technology ecosystem across
manufacturing, supply chain, customer
experience, omnichannel retail operations,
remote optometry and analytics-driven decision
making. The Company's technology platforms
continue to support operational scalability,
manufacturing precision, customer engagement,
improved turnaround timelines and long-term
cost efficiencies.

The Company believes that technology,
automation and AI-driven innovation will continue
to remain key strategic enablers for sustainable
growth, operational excellence and customer
experience enhancement across its omnichannel
and international business operations.

The Company shall continue to invest in advanced
manufacturing systems, digital transformation
initiatives, AI-enabled platforms and process
innovation capabilities to strengthen its
competitive positioning and support long-term
value creation.

C. Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and
outgo during the financial year under review
are as follows:

24.MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and Analysis Report
(“MD&A”), as required under Regulation 34 read
with Schedule V of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015,
forms part of this Annual Report and provides,
inter alia, an overview of the industry structure,
business performance, opportunities and threats,
risks and concerns, internal control systems and
outlook of the Company.

25. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In compliance with Regulation 34(2)(f) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (“BRSR”)
for the financial year ended March 31, 2026
forms part of this Annual Report.

Further, the Assurance Statement on BRSR Core,
as applicable, issued by M/s Tirkha Consultants
& Advisors LLP, is also included as part of
this Annual Report.

The BRSR reflects the Company's commitment
towards sustainable and responsible
business practices.

The BRSR is also available on the website
of the Company athttps://www.lenskart.
com/corporate/investorrelations?tab=repo
rts-and-publications.

26. CORPORATE GOVERNANCE

REPORT

The Company is committed to maintaining the
highest standards of corporate governance and
ensuring compliance with the requirements
of corporate governance as prescribed under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

A separate report on Corporate Governance,
in accordance with Regulation 34 read with
Schedule V of the SEBI Listing Regulations, forms
part of this Annual Report.

A certificate from the Practising Company
Secretary confirming compliance with the
conditions of corporate governance as stipulated
under the SEBI Listing Regulations, as on
March 31, 2026, is annexed to this Report.

27. PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of
the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are annexed to this Report
as Annexure IV. The Statement containing the
particulars of ten employees and particulars of
employees as required under Rule 5(2) and (3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, including
amendment thereto, is provided in the Annexure
forming part of this Report.

Further, the Report and Accounts are being
sent to the shareholders excluding the aforesaid
Annexure. In terms of the second proviso to
Section 136(1) of the Act, any Member interested
in obtaining the copy of the same may write
to the Company Secretary at compliance.
officer@lenskart.com.

28. RELATED PARTYTRANSACTIONS

During the financial year under review, there
are no materially significant Related Party
Transactions made by the Company with
Promoters, Directors or Key Managerial
Personnel which may have a potential conflict
with the interests of the Company at large.
All Related Party Transactions are placed before
the Audit Committee for approval of Independent
Directors of the Company and the Board for
approval, wherever necessary.

The Policy on Related Party Transactions as
approved by the Board is uploaded on the
Company's website and can be accessed
athttps://www.lenskart.com/corporate/
investorrelations?tab=governance.

All transactions with related parties
are in accordance with the RPT Policy.
Further, during the year under review, all Related
Party Transactions that were entered into were
in the Ordinary Course of Business and at Arms'
Length Basis. All transactions entered into with
related parties were approved by the Audit
Committee in line with regulatory requirements.
Accordingly, the disclosure of related party
transactions as required under Section 134(3)
(h) of the Act in Form AOC-2 is not applicable to
the Company for the Financial Year 2025-26 and
hence does not form part of this report.

29. POLICY ON PREVENTION,
PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual
harassment at the workplace and has adopted a
gender neutral policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the
Workplace, with the objective of providing a
safe working environment, where employees
feel secure. The Company has complied with
the provisions relating to the constitution of the

Internal Complaints Committee (‘ICC') as per
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013 (‘POSH').

The Company periodically conducts sensitization
sessions for employees across the organization
to build awareness about the POSH Policy and
the provisions of the POSH. During the financial
year under review, the ICC did not receive any
POSH complaint.

30. PARTICULARS OF LOANS,
INVESTMENTS AND GUARANTEES

The particulars of loans given, investments
made, guarantees given and securities provided
as per Section 186 of the Act by the Company
are disclosed in Note No. 5 and 6 of the
Standalone Financial Statements forming part of
this Annual Report.

31. DOWNSTREAM INVESTMENT

I n accordance with the provisions of Rule 23 of
the Foreign Exchange Management (Non-Debt
Instruments) Rules, 2019, the Company has
complied with the applicable requirements
in respect of downstream investments made
through its subsidiaries. The Company is in the
process of taking annual certification from the
Statutory Auditors to confirm compliance with
the aforesaid provisions.

The annual certificate from the Statutory Auditors
confirming compliance with the aforesaid
provisions is under process.

32. DEPOSITS

During the financial year under review, the
Company has not accepted any deposits from
the public in terms of the Act. Further, no amount
on account of principal or interest on deposits
from the public was outstanding as on the date
of the Balance Sheet.

33. ANNUAL RETURN

The Annual Return of the Company for financial
year 2025-26 in Form MGT-7 pursuant to the
provisions of the Act and rules made thereunder,
is available on the website of the Company at
https://www.lenskart.com/corporate/investorrel
ations?tab=reports-and-publications.

34.SIGNIFICANT AND MATERIAL
ORDERS PASSED BY REGULATORS
OR COURTS

There are no significant or material orders
passed, during the financial year under review,

by the regulators or courts or tribunals impacting
the going concern status and the Company's
operations in future.

35. MATERNITY BENEFIT

The Company has a Parental Leave Policy
extended to both male and female employees
which is in compliance with the Maternity Benefit
Act 1961. This policy reflects our belief in shared
parenting and our commitment to creating an
inclusive workplace. To further assist working
parents, we offer creche facilities or tie ups with
day care facilities, ensuring peace of mind and a
better work-life balance.

36. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India from time to time on Meetings
of the Board of Directors and General Meetings.

37. EMPLOYEES STOCK OPTION
SCHEMES

The Company recognises employee stock options
as an effective tool to attract, retain and reward
talent and to align the interests of employees
with the long-term growth of the Company.

In accordance with the provisions of Section
62(1)(b) of the Companies Act, 2013 read with
the applicable rules made thereunder and the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SEBI SBEB & SE Regulations”),
the Company has implemented the following
employee stock option schemes:

a. Lenskart Employee Stock Option Plan, 2021

b. Lenskart Employee Stock Option Plan, 2025

to grant the stock options, in the form of Options,
to the employees of the Company.

The aforesaid schemes are administered by
the Nomination and Remuneration Committee
(“NRC”) in accordance with the applicable laws
and the approvals granted by the shareholders
of the Company.

The schemes are in compliance with the SEBI
SBEB & SE Regulations. The disclosures as
required under the SEBI SBEB & SE Regulations
are available on the website of the Company
athttps://www.lenskart.com/corporate/
investorrelations?tab=governance.

During the financial year under review, the
Company has obtained in-principle approvals
from the Stock Exchanges in relation to the
Lenskart Employee Stock Option Plan, 2021,
for allotment of equity shares against the
vested stock options.

A certificate from the Secretarial Auditor of the
Company confirming that the schemes have
been implemented in accordance with the
SEBI SBEB & SE Regulations shall be available
for inspection by the Members at the ensuing
Annual General Meeting.

The disclosures as required under Section 62 of
the Companies Act, 2013 read with Rule 12(9) of
the Companies (Share Capital and Debentures)
Rules, 2014 are provided in Annexure V to this
Report. Further, the disclosures as required under
Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
read with Part F of Schedule I thereof are available
on the website of the Company.

38. GENERAL DISCLOSURES

During the financial year under review,
the Company did not undertake any
transaction relating to:

• Issue of sweat equity shares, or equity
shares with differential rights as to dividend,
voting or otherwise;

^• Any Scheme to fund its employees to
purchase the shares of the Company;

• Buy back of shares of the Company;

• Pendency of any proceedings under the
Insolvency and Bankruptcy Code, 2016;

• Maintaining Cost Records in accordance with
Section 148(1) of the Act read with the rules
made thereunder due to non-applicability;

• There are no instances of one-time settlement
and the valuation done while taking loan
from banks or financial institutions.

39. AWARDS AND RECOGNITIONS

During the financial year under review, the
Company and its group entities received various
recognitions across leadership, brand excellence,
customer service and marketing initiatives.

Mr. Peyush Bansal, Co-Founder and Chief
Executive Officer of the Company, was conferred
the “Entrepreneur of the Year” award at the
Forbes India Leadership Awards 2026 (FILA
2026). He has also previously been recognised
with the “Entrepreneur of the Year” award at

The Economic Times Awards for Corporate
Excellence and the “Innovator of the Year” award
at NDTV Indian of the Year.

OWN DAYS (Thailand) Co., Ltd., a subsidiary of
the Company, was awarded the “Superbrands
Thailand 2025” status by Superbrands, an
internationally recognised independent
authority on branding.

An employee of the OWNDAYS Taiwan store at
ATT 4 Fun, Taipei, received the “Service Vanguard
Award” at the Taiwan Service Industry Grand
Evaluation 2025, organised by China Times
Industrial and Commercial Times, in recognition
of frontline service excellence.

Further, the Company was awarded the 2^nd
Prize for “Best Fashion Influencer Campaign”
at the Thailand Influencer Awards 2025
organised by Tellscore.

40.HUMAN RESOURCE

Our people - the LensTribe - are central to
our mission of enabling clear vision for people
across the globe. We believe that an engaged,
empowered, and diverse workforce is a source
of enduring competitive advantage, and human
capital development remains a board-level
strategic priority embedded at the heart of our
long-term growth agenda.

Our people's philosophy is anchored in three
pillars: attract, build, and retain. We have cultivated
a distinctive employer brand that stands for
purposeful work, intellectual challenge, and the
opportunity to grow within an omnichannel,
technology-led business redefining the global
eyewear industry. We invest in structured
learning journeys - encompassing functional
skills development, leadership acceleration, and
mentorship - to ensure our workforce remains
future-ready. We offer a differentiated total
rewards proposition, anchored by an Employee
Stock Option Plan (ESOP) framework that enables
meaningful equity participation across the
Lenskart group, fostering a culture of long-term
commitment and shared purpose.

We are committed to building an inclusive
workplace where every voice is heard and every
individual has a genuine opportunity to grow.
The Company has in place all requisite policies
- including the Prevention of Sexual Harassment
(POSH) Policy, an Employee Grievance Redressal
Mechanism, and a Code of Conduct applicable
to all directors, officers, and employees - in full
compliance with applicable laws. As we scale
globally, our LensTribe continues to be the
foundation of everything we build.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central
Government, State Governments and all other Government agencies and encouragement they have extended
to the Company. Your Directors also thank the shareholders, Financial Institutions, Banks/ other lenders
Customers, Vendors and other stakeholders for their confidence in the Company and its management and look
forward to their continuous support.

The Board wishes to place on record its appreciation for the dedication and commitment of your Company's
employees at all levels which has continued to be our major strength.

For and on behalf of Board of Directors
For Lenskart Solutions Limited

Peyush Bansal Neha Bansal

Date: May 20, 2026 Chairman, Managing Director, and CEO Executive Director

Place: New Delhi DIN: 02070081 DIN: 02057007

1

Continuous improvement measures
aimed at maximising water recovery
across manufacturing locations.