|
To,
The Members
Lenskart Solutions Limited ('
Company
')
(Formerly known as Lenskart Solutions Private Limited)
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:
(' in Million)
|
Particulars
|
Standalone
|
Consolidated
|
|
|
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from Operations
|
52,478.35
|
40,392.43
|
88,140.40
|
66,525.17
|
|
Other Income
|
2,020.11
|
1,862.83
|
1,742.95
|
3,567.59
|
|
Total Income
|
54,498.46
|
42,255.26
|
89,883.35
|
70,092.76
|
|
Operating Expenditure
|
42,664.84
|
35851.55
|
70,610.59
|
56,770.19
|
|
Profit before Depreciation, Interest and Taxes
|
11,833.62
|
6,403.71
|
19,272.76
|
13,322.57
|
|
Finance cost
|
1,286.74
|
972.44
|
1,784.54
|
1,458.90
|
|
Depreciation
|
4,193.66
|
2,915.77
|
10,483.84
|
7,965.69
|
|
Profit before share of (loss) of Associates and Joint Ventures
|
6,353.22
|
2,515.50
|
7,004.38
|
3,897.98
|
|
Share of (loss) of Associates and Joint Ventures
|
0.00
|
0.00
|
(43.99)
|
(44.42)
|
|
Profit before exceptional items and tax expense
|
6,353.22
|
2,515.50
|
6,960.39
|
3,853.56
|
|
Exceptional items - (loss)
|
(189.11)
|
0.00
|
157.09
|
0.00
|
|
Profit before tax
|
6,164.11
|
2,515.50
|
6,803.30
|
3,853.56
|
|
Tax Expense
|
1,405.27
|
634.78
|
1,793.80
|
880.16
|
|
Profit after tax
|
4,758.84
|
1,880.72
|
5,009.50
|
2,973.40
|
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 at
. 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:
|
Class of Securities
|
No. of Shares
|
Face Value (')
|
Amount (' in Million)
|
|
Equity Shares
|
782,200,000
|
2
|
1,564.40
|
|
Series A Equity Shares
|
15,000
|
2
|
0.03
|
|
Series B Equity Shares
|
40,000
|
2
|
0.08
|
|
Series A CCPS
|
9,520,000
|
2
|
19.04
|
|
Series B CCPS
|
9,670,000
|
2
|
19.34
|
|
Series C2 CCPS
|
30,000
|
2
|
0.06
|
|
Series D CCPS
|
12,150,000
|
2
|
24.30
|
|
Series E CCPS
|
3,820,000
|
2
|
7.64
|
|
Series F CCPS
|
12,000,000
|
2
|
24.00
|
|
Class 1 CCNPS
|
60,000,000
|
2
|
120.00
|
|
Series G CCPS
|
23,000,000
|
2
|
46.00
|
|
Series H CCPS
|
10,000,000
|
2
|
20.00
|
|
Class of Securities
|
No. of Shares
|
Face Value (
?
)
|
Amount (
?
in Million)
|
|
Class 2 CCNPS
|
600,000
|
10
|
6.00
|
|
Series I CCPS
|
9,350,000
|
2
|
18.70
|
|
Series I1 CCPS
|
6,500,000
|
2
|
13.00
|
|
Series I2 CCPS
|
800,000,000
|
2
|
1,600.00
|
|
Class 3 CCPS
|
700,000
|
2
|
1.40
|
|
Total
|
|
|
'
3,483.99
|
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:
|
Class of Securities
|
No. of Shares
|
Face Value (
'
)
|
Amount (
'
in Million)
|
|
Equity Shares
|
2,290,000,000
|
2
|
4,580.00
|
|
Series A CCPS
|
9,520,000
|
2
|
19.04
|
|
Series B CCPS
|
9,670,000
|
2
|
19.34
|
|
Series C2 CCPS
|
30,000
|
2
|
0.06
|
|
Series D CCPS
|
12,150,000
|
2
|
24.30
|
|
Series E CCPS
|
3,820,000
|
2
|
7.64
|
|
Series F CCPS
|
12,000,000
|
2
|
24.00
|
|
Class 1 CCNPS
|
60,000,000
|
2
|
120.00
|
|
Series G CCPS
|
23,000,000
|
2
|
46.00
|
|
Series H CCPS
|
10,000,000
|
2
|
20.00
|
|
Class 2 CCNPS
|
600,000
|
10
|
6.00
|
|
Series I CCPS
|
9,350,000
|
2
|
18.70
|
|
Series I1 CCPS
|
6,500,000
|
2
|
13.00
|
|
Series I2 CCPS
|
800,000,000
|
2
|
1,600.00
|
|
Class 3 CCPS
|
700,000
|
2
|
1.40
|
|
Total
|
|
|
'
6,499.48
|
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:
|
Date
|
Particulars
|
No. of Equity Shares
|
Face Value (')
|
|
May 2, 2025
|
Reclassification of Series A and Series B Equity Shares into Equity Shares
|
5,534
|
2
|
|
July 4, 2025
|
Conversion of various series of CCPS into Equity Shares
|
44,364,920
|
2
|
|
July 11, 2025
|
Conversion of Series I1 CCPS and Series H CCPS
|
5,482,720
|
2
|
|
July 22, 2025
|
Conversion of Series B CCPS
|
1,000,000
|
2
|
|
August 2025 - September 2025
|
Allotment of Equity Shares pursuant to exercise of ESOPs (multiple tranches)
|
269,192
|
2
|
|
October 7, 2025
|
Conversion of various series of CCPS and CCNPS into Equity Shares
|
858,482,930
|
2
|
|
October 10, 2025
|
Allotment of Equity Shares pursuant to exercise of ESOPs
|
70,000
|
2
|
|
Date
|
Particulars
|
No. of Equity Shares
|
Face Value (')
|
|
October 13, 2025
|
Allotment of Equity Shares pursuant to exercise of ESOPs
|
19,500
|
2
|
|
November 6, 2025
|
Allotment of Equity Shares during Initial Public Offering
|
53,495,905
|
2
|
|
February 18, 2026
|
Allotment of Equity Shares pursuant to exercise of ESOPs
|
1,545,820
|
2
|
*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.
.
Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company i.e.
.
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:
|
Particulars
|
Amount as per Prospectus
|
Amount Utilised
|
Unutilised
Amount
|
|
Capital expenditure towards set-up of new CoCo stores in India
|
2,726.20
|
200.80
|
2,525.40
|
|
Expenditure for lease/rent/license agreements related payments for our CoCo stores operated by our Company, in India
|
5,914.40
|
420.80
|
5,493.60
|
|
Investing in technology and cloud infrastructure
|
2,133.70
|
164.10
|
1,969.60
|
|
Brand marketing and business promotion expenses for enhancing brand awareness
|
3,200.60
|
246.20
|
2,954.40
|
|
Unidentified inorganic acquisitions and general corporate purposes
|
6,831.20
|
525.50
|
6,305.70
|
|
Offer related expenses to the extent applicable to the Fresh Issue
|
693.90
|
213.20
|
480.70
|
|
Total
|
2,1500.00
|
1,770.60
|
19,729.40
|
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:
.
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:
.
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 at
.
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 at
.
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.
A. CONSERVATION OF ENERGY
(i) Electricity - Energy-Efficient Systems and Measures
Lenskart implemented the following targeted energy conservation measures across its manufacturing facilities during the financial year under review:
|
S. No.
|
Conservation Measure
|
Energy Impact
|
|
1.
|
EC (Electronically Commutated) high- efficiency fans - New HC AHU units
|
17.5 kW savings per installation (3.5 kW * 5 units)
|
|
2.
|
EC high-efficiency fans - MEI / QC CSU units
|
27 kW aggregate savings (3.5 kW * 8 units)
|
|
3.
|
300 TR water-cooled chiller commissioned for operations
|
Higher coefficient of performance as compared to aircooled systems
|
|
4.
|
VFD-operated compressor (1,500 CFM) - working pressure optimized at 6.5 bar
|
Reduced energy consumption as compared to higher- pressure settings while meeting the 6.2 bar operational requirement
|
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 tCO
2
e 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
•
Continuous improvement measures aimed at maximising water recovery across manufacturing locations.
(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 key initiatives undertaken during the financial year under review are set out below:
|
Particulars
|
Details
|
|
Efforts made towards technology absorption
|
The Company continued deployment and enhancement of advanced manufacturing and automation technologies across its facilities, including robotic lens surfacing systems, EC motor technology, VFD-operated compressors, MVR-based Zero Liquid Discharge (\u201cZLD\u201d) systems, automated inventory handling systems and hybrid renewable energy infrastructure. The Company also strengthened vertically integrated manufacturing capabilities through process automation, centralized lens cutting and fitting infrastructure, RFID-enabled inventory tracking and AI-driven supply chain optimization systems.
|
|
Digital and AI- enabled initiatives
|
During the year, the Company further expanded its AI-enabled and technology-driven capabilities across customer engagement, retail operations and business intelligence platforms. Key initiatives included deployment of AI-based facial analysis and personalized frame recommendation systems, virtual try-on technologies, digital measurement solutions, AI-enabled computer vision analytics, predictive inventory optimization systems, GeoIQ-based location intelligence and omnichannel integration platforms. The Company also expanded its remote optometry and AI-assisted eye testing capabilities to improve accessibility and service efficiency across markets.
|
|
Automation and operational efficiency initiatives
|
The Company continued to implement automation-led operational improvements across manufacturing and supply chain functions, including automated order processing, real-time inventory visibility, technology-enabled delivery optimization systems and process digitization initiatives across stores and backend operations. The Company also undertook various kaizen and process engineering initiatives to improve throughput, reduce turnaround timelines, enhance product quality and optimize resource utilization across manufacturing operations.
|
|
Research & development and future technology initiatives
|
The Company continued investments in research, product engineering and technology innovation initiatives relating to AI-enabled eye testing systems, smart eyewear technologies, automation infrastructure, next-generation optical equipment, manufacturing integration and data-driven retail solutions. The Company also continued development of proprietary technology platforms relating to customer analytics, remote optometry and operational intelligence systems to support long-term business scalability and innovation.
|
|
Benefits derived from technology absorption
|
The technology initiatives undertaken by the Company resulted in improved operational efficiency, enhanced manufacturing precision and product quality, optimized inventory management, reduction in energy consumption, improved water recovery and sustainability outcomes, faster order fulfillment capabilities, enhanced customer experience and better supply chain integration across domestic and international operations. The Company also witnessed improved scalability of operations, enhanced data-driven decision making and longterm operational cost optimization through increased automation and digitization.
|
|
Imported technology (imported during the last three years reckoned from the beginning of the financial year)
|
Not Applicable
|
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:
|
Particulars
|
Amount ('in Million)
|
|
Foreign Exchange Earnings
|
1,445.51
|
|
Foreign Exchange Outgo
|
20,133.41
|
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 at
.
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
.
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 at
.
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
.
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 at
.
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.
Annexure I
AOC-1
Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/ Joint Ventures
[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014]
1. PART A- SUBSIDIARIES
|
1
|
SI. No.
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
|
2
|
CIN/Any other Registration Number
|
U74999KA
2018PTC
115801
|
U72200TZ
2017PTC
029089
|
2018302
88E
|
U85320
HR2020N
PL091482
|
U74110DL
2015PTC
282327
|
U74140D
L2011PTC
224819
|
202139
502H
|
31695
5126
|
2021010
22650(14
22950-W)
|
B-6627
9118
|
|
3
|
Name of the Subsidiary
|
Quantduo
|
Tango IT
|
Lenskart
|
Lenskart
|
Lenskart
|
Dealskart
|
NESO
|
Lenskart
|
Lenskart
|
Stellio
|
|
|
|
Technologies
|
Solutions
|
Solutions
|
Foundation
|
Eyetech
|
Online
|
Brand
|
Solutions
|
Solutions
|
Ventures
|
|
|
|
Private
|
India
|
PTE
|
|
Private
|
Services
|
Pte.
|
Company
|
SDN
|
S.L
|
|
|
|
Limited
|
Private
|
Ltd.
|
|
Limited
|
Private
|
Ltd
|
Limited
|
BHD
|
|
|
|
|
|
Limited
|
|
|
|
Limited
|
|
(Vietnam)
|
|
|
|
4
|
Date since when subsidiary was acquired
|
28-Sep-25
|
13-Oct-23
|
04-Sep-18
|
09-Dec-20
|
02-J ul-15
|
0TJan-25
|
12-Nov-21
|
27-Aug-21
|
28-Jun-21
|
12-Aug-25
|
|
5
|
Provisions pursuant to which the
|
Section 2(87)
|
Section
|
Section
|
Section 2(87)
|
Section
|
Section
|
Section
|
Section
|
Section
|
Section
|
|
|
company has become a subsidiary (Section 2(87)(i)/Section 2(87)(ii))
|
(ii)
|
2(87)(ii)
|
2(87)(ii)
|
(ii)
|
2(87)(ii)
|
2(87)(ii)
|
2(87)(ii)
|
2(87)(ii)
|
2(87)(ii)
|
2(87)(ii)
|
|
6
|
Reporting period for the From
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
|
7
|
subsidiary concerned, if j
0
different from the holding
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-
26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
|
|
company's reporting period
|
|
|
|
|
|
|
|
|
|
|
|
8
|
Reporting currency and Reporting Exchange rate as on the Currency
|
INR
|
INR
|
SGD
|
INR
|
INR
|
INR
|
SGD
|
VND
|
MYR
|
INR
|
|
9
|
last date of the relevant financial year (in the case of foreign subsidiaries)
|
N.A
|
N.A
|
72.75
|
N.A
|
N.A
|
N.A
|
72.75
|
0.00
|
23.14
|
N.A
|
|
10
|
Share capital
|
0.29
|
10.48
|
229.11
|
0.10
|
0.10
|
1.00
|
90.18
|
1.50
|
19.27
|
0.32
|
|
11
|
Reserves & surplus
|
56.52
|
38.67
|
35933.74
|
3.79
|
39.80
|
344.90
|
-120.61
|
-21.23
|
1.70
|
834.77
|
|
12
|
Total assets
|
76.26
|
98.70
|
39261.52
|
9.37
|
275.25
|
2200.20
|
380.33
|
1.87
|
23.70
|
2238.14
|
|
13
|
Total Liabilities
|
19.45
|
49.55
|
3098.67
|
5.47
|
235.35
|
1854.30
|
410.76
|
21.60
|
2.73
|
1403.05
|
|
14
|
Investments
|
0.00
|
0.00
|
31769.61
|
0.00
|
0.00
|
0.00
|
165.21
|
0.00
|
0.00
|
2.29
|
|
15
|
Turnover
|
99.29
|
178.76
|
2751.04
|
25.67
|
312.39
|
6247.71
|
0.00
|
0.00
|
0.00
|
2233.30
|
|
16
|
Profit before taxation
|
-53.36
|
3.30
|
-228.84
|
5.77
|
25.12
|
200.38
|
115.02
|
-0.63
|
-0.29
|
174.36
|
|
17
|
Provision for taxation
|
0.00
|
0.10
|
0.00
|
0.00
|
6.66
|
-30.58
|
0.00
|
0.00
|
0.00
|
45.90
|
|
18
|
Profit after taxation
|
-53.36
|
3.20
|
-228.84
|
5.77
|
18.46
|
230.96
|
115.02
|
-0.63
|
-0.29
|
128.46
|
|
19
|
Proposed Dividend
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
20
|
% of shareholding
|
97%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
84.21%
|
1. PART A- SUBSIDIARIES (Contd.)
|
1
|
SI. No.
|
11
|
12
|
13
|
14
|
15
|
16
|
17
|
18
|
19
|
20
|
|
2
|
CIN / Any other Registration Number
|
16943644
|
1010870
313
|
1612873
|
1129645
|
09092110
213174574
|
0100-03-
028604
|
1055651
80723
|
1055651
80731
|
3600-01-
017611
|
201308
429G
|
|
3
|
Name of the Subsidiary
|
Stellio Ventures UK Limited
|
Lenskart Arabia Ltd.
|
Lenskart Optical Trading LLC, Dubai
|
Lenskart Optical Lenses Cutting LLC
|
PT Lenskart Solutions
|
MLO K.K.
|
Lenskart
Solution
(Thailand)
Company
Limited
|
Thai
Eyewear
|
Own days Inc.
|
Owndays Singapore Pte Ltd.
|
|
4
|
Date since when subsidiary was acquired
|
05-Jan-26
|
22-Mar-23
|
09-Sep-21
|
27-Sep-21
|
20-Aug-21
|
10-Aug-22
|
04-Nov-22
|
04-Nov-2 2
|
10-Aug-22
|
10-Aug-22
|
|
5
|
Provisions pursuant to which the company has become a subsidiary (Section 2(87)(ii)/Section 2(87)(ii))
|
Section 2(87) (ii)
|
Section
2(87)(ii)
|
Section 2(87) (ii)
|
Section 2(87) (ii)
|
Section 2(87) (ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
|
6
|
Reporting period for the From
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
|
7
|
subsidiary concerned, if j
Q
different from the holding company's reporting period
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
|
8
|
Reporting currency and Reporting Exchange rate as on the Currency
|
EURO
|
SAR
|
AED
|
AED
|
IDR
|
JPY
|
THB
|
THB
|
JPY
|
SGD
|
|
9
|
last date of the relevant financial year (in the case of foreign subsidiaries)
|
124.69
|
24.96
|
25.50
|
25.50
|
0.01
|
0.59
|
2.87
|
2.87
|
0.59
|
72.94
|
|
10
|
Share capital
|
0.01
|
929.44
|
3.48
|
2.27
|
52.00
|
4643.49
|
40.14
|
19.33
|
58.93
|
43.37
|
|
11
|
Reserves & surplus
|
-4.49
|
-1188.92
|
-1740.77
|
45.44
|
-66.09
|
8635.41
|
-374.81
|
-1.50
|
4129.09
|
2578.71
|
|
12
|
Total assets
|
49.90
|
1137.22
|
1378.65
|
305.57
|
33.62
|
13279.61
|
624.02
|
22.26
|
5455.23
|
6063.32
|
|
13
|
Total Liabilities
|
54.37
|
1396.69
|
3115.94
|
257.87
|
47.71
|
0.71
|
958.69
|
4.43
|
1267.20
|
3441.25
|
|
14
|
Investments
|
0.00
|
0.00
|
2.27
|
0.00
|
0.00
|
13279.55
|
9.88
|
20.47
|
358.20
|
78.11
|
|
15
|
Turnover
|
0.00
|
644.79
|
1259.69
|
521.52
|
5.59
|
0.00
|
323.79
|
0.00
|
0.00
|
8063.30
|
|
16
|
Profit before taxation
|
-4.49
|
-498.66
|
-396.10
|
52.05
|
-13.46
|
-0.41
|
-212.21
|
-0.46
|
1050.71
|
1030.45
|
|
17
|
Provision for taxation
|
0.00
|
0.00
|
-30.98
|
0.00
|
0.00
|
0.71
|
0.00
|
0.00
|
0.56
|
180.30
|
|
18
|
Profit after taxation
|
-4.49
|
-498.66
|
-365.30
|
52.05
|
-13.46
|
-1.12
|
-212.21
|
-0.46
|
1050.15
|
850.14
|
|
19
|
Proposed Dividend
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
20
|
% of shareholding
|
84.21%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
96.67%
|
96.67%
|
1. PART A- SUBSIDIARIES (Contd.)
|
1
|
SI. No.
|
21
|
22
|
23
|
24
|
25
|
26
|
27
|
28
|
29
|
30
|
|
2
|
CIN / Any other Registration Number
|
24563704
|
608 028 217
|
69350969
|
31487851
|
2015010
00229
|
10555912
4361
|
1155580
17774
|
0133-01-
021523
|
0110-01-
136548
|
0107-01-
045763
|
|
3
|
Name of the Subsidiary
|
Owndays
Taiwan
Ltd.
|
Owndays Downunder Pty. Ltd.
|
Owndays
Hongkong
Ltd.
|
Owndays
Vietnam
Company
Ltd.
|
Owndays Malaysia Sdn. Bhd.
|
Owndays Tech & Media (Thailand) Co.
Ltd.
|
Owndays
(Thailand)
Co
Ltd.
|
Owndays Co. Ltd.
|
Owndays Contact Co. Ltd
|
Tennozu Optical College Co. Ltd.
|
|
4
|
Date since when subsidiary was acquired
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
10-Aug-22
|
|
5
|
Provisions pursuant to which the company has become a subsidiary (Section 2(87)(ii)/Section 2(87)(ii))
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section 2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
Section
2(87)(ii)
|
|
6
|
Reporting period for the From
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
01-Apr-25
|
|
7
|
subsidiary concerned, if y
0
different from the holding company's reporting period
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
|
8
|
Reporting currency and Reporting Exchange rate as on the Currency
|
NTD
|
AUD
|
HKD
|
VND
|
MYR
|
THB
|
THB
|
JPY
|
JPY
|
JPY
|
|
9
|
last date of the relevant financial year (in the case of foreign subsidiaries)
|
2.94
|
64.49
|
12.01
|
0.00
|
23.37
|
2.86
|
2.86
|
0.59
|
0.59
|
0.59
|
|
10
|
Share capital
|
10.29
|
41.51
|
64.69
|
1.48
|
16.08
|
3.88
|
4.08
|
17.68
|
22.98
|
2.95
|
|
11
|
Reserves & surplus
|
1094.43
|
-124.57
|
255.08
|
-7.27
|
-213.97
|
102.41
|
2398.49
|
-1844.04
|
-82.76
|
-16.01
|
|
12
|
Total assets
|
2919.66
|
430.84
|
999.12
|
42.40
|
333.25
|
111.12
|
4045.11
|
9568.29
|
80.46
|
6.81
|
|
13
|
Total Liabilities
|
1814.94
|
513.91
|
679.35
|
48.19
|
531.14
|
4.83
|
1642.54
|
11394.65
|
140.24
|
19.88
|
|
14
|
Investments
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
7.13
|
0.00
|
0.00
|
|
15
|
Turnover
|
4191.78
|
291.80
|
1525.49
|
0.00
|
277.28
|
0.00
|
3986.43
|
14957.69
|
88.73
|
72.98
|
|
16
|
Profit before taxation
|
56.94
|
-8.20
|
147.60
|
0.02
|
23.63
|
2.48
|
841.53
|
135.10
|
-20.61
|
-2.56
|
|
17
|
Provision for taxation
|
12.22
|
0.00
|
31.37
|
0.00
|
0.00
|
0.41
|
172.84
|
25.36
|
0.11
|
0.00
|
|
18
|
Profit after taxation
|
44.72
|
-8.20
|
116.23
|
0.02
|
23.63
|
2.07
|
668.69
|
109.74
|
-20.72
|
-2.56
|
|
19
|
Proposed Dividend
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
20
|
% of shareholding
|
96.67%
|
54.14%
|
49.30%
|
96.67%
|
96.67%
|
96.67%
|
47.37%
|
96.67%
|
96.67%
|
96.67%
|
2. SUBSIDIARIES WHICH ARE YETTO COMMENCE OPERATIONS:
Ownday Vietnam Company Ltd
3. SUBSIDIARIES WHICH HAVE BEEN LIQUIDATED OR HAVE CEASED TO BE A SUBSIDIARY DURING THE YEAR
|
1
|
SI. No.
|
1
|
|
2
|
CIN/any other registration number
|
May 18,2021
|
|
3
|
Names of subsidiaries
|
Lenskart Solutions Inc
|
PART B - ASSOCIATES AND JOINT VENTURES
4. ASSOCIATES AND JOINT VENTURES
|
1
|
Sl. No.
|
1
|
2
|
3
|
3
|
4
|
|
|
Type
|
|
Associates
|
|
Joint Ventures
|
|
|
2
|
Name of Associate/Joint Venture
|
Le Petit Lunetier Paris Sas
|
iiNeer Corp., Ltd
|
Dimension NXG Private Limited
|
Baofeng
Framekart
Technology
Limited
|
Visionsure
Services
Private
Limited
|
|
3
|
Latest audited Balance Sheet Date
|
31-Dec-25
|
31-Dec-25
|
31-Mar-26
|
31-Mar-26
|
31-Mar-26
|
|
4
|
Date on which the Associate or Joint Venture was associated or acquired
|
08-Sep-23
|
31-Dec-25
|
03-Jul-25
|
01-Apr-20
|
27-Aug-24
|
|
5
|
Shares of Associate/Joint Ventures held by the company on the year end:
|
|
|
|
a
|
Number
|
479
|
123,945
|
11,723
|
2,550,000
|
5,412
|
|
b
|
Amount of Investment in Associates/Joint Venture
|
165.21
|
189.36
|
245.03
|
28.39
|
12.49
|
|
c
|
Extent of Holding %
|
29.05%
|
29.20%
|
5.72%
|
51%
|
50%
|
|
6
|
Description of how there is significant influence
|
The Company currently holds 29.05%. Due to significant influence basis the right to participate in board seat and some substantive decision of the Company.
|
The Company currently holds 29.20% and has one director on board out of three, indicating significant influence.
|
Through governance and affirmative voting rights available to the Company under the contractual arrangements with Dimension NXG.
|
Shareholding
|
Shareholding
|
|
7
|
Reason why the associate/ joint venture is not consolidated
|
NA
|
NA
|
NA
|
NA
|
NA
|
|
8
|
Net worth attributable to Shareholding as per latest audited Balance Sheet
|
357.46
|
112.85
|
30.22
|
41.51
|
-2.4
|
|
9
|
Profit / Loss for the year
|
-61.50
|
-17.04
|
-109.93
|
-2.35
|
-18.49
|
|
a
|
Considered in Consolidation
|
-17.87
|
-4.98
|
-6.29
|
-1.20
|
-7.43
|
|
b
|
Not Considered in Consolidation
|
-43.64
|
-12.06
|
-103.64
|
-1.15
|
-11.06
|
5. ASSOCIATES OR JOINT VENTURES WHICH ARE YET TO COMMENCE OPERATIONS
: NIL
6. ASSOCIATES OR JOINT VENTURES WHICH HAVE BEEN LIQUIDATED OR HAVE CEASED TO BE A SUBSIDIARY DURING THE YEAR:
NIL
|