We have audited the accompanying Standalone IndAS Financial Statements of Lenskart Solution Limited(formerly known as Lenskart Solution Private Limited)(“the Company”), which comprise the Balance Sheetas at March 31,2026, the Statement of Profit and Loss,including the statement of Other ComprehensiveIncome, the Cash Flow Statement and the Statementof Changes in Equity for the year then ended, andnotes to the Standalone Ind AS Financial Statements,including a summary of material accounting policiesand other explanatory information.
In our opinion and to the best of our informationand according to the explanations given to us, theaforesaid Standalone Ind AS Financial Statementsgive the information required by the CompaniesAct, 2013, as amended (“the Act”) in the manner sorequired and give a true and fair view in conformitywith the accounting principles generally acceptedin India, of the state of affairs of the Companyas at March 31, 2026, its profit including othercomprehensive income, its cash flows and thechanges in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone IndAS Financial Statements in accordance with theStandards on Auditing (SAs), as specified undersection 143(10) of the Act. Our responsibilities underthose Standards are further described in the ‘Auditor'sResponsibilities for the Audit of the Standalone Ind ASFinancial Statements' section of our report. We are
independent of the Company in accordance with the‘Code of Ethics' issued by the Institute of CharteredAccountants of India together with the ethicalrequirements that are relevant to our audit of theStandalone Ind AS Financial Statements under theprovisions of the Act and the Rules thereunder, andwe have fulfilled our other ethical responsibilities inaccordance with these requirements and the Codeof Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide abasis for our audit opinion on the Standalone Ind ASFinancial Statements.
Key Audit Matters
Key audit matters are those matters that, in ourprofessional judgment, were of most significancein our audit of the Standalone Ind AS FinancialStatements for the financial year ended March 31,2026. These matters were addressed in the contextof our audit of the Standalone Ind AS FinancialStatements as a whole, and in forming our opinionthereon, and we do not provide a separate opinion onthese matters. For each matter below, our descriptionof how our audit addressed the matter is providedin that context.
We have determined the matters described below tobe the key audit matters to be communicated in ourreport. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of theStandalone Ind AS Financial Statements section ofour report, including in relation to these matters.Accordingly, our audit included the performance ofprocedures designed to respond to our assessment ofthe risks of material misstatement of the StandaloneInd AS Financial Statements. The results of our auditprocedures, including the procedures performed toaddress the matters below, provide the basis for ouraudit opinion on the accompanying Standalone IndAS Financial Statements.
Key audit matters
How our audit addressed the key audit matter
Impairment of non-current investments in subsidiaries, associates and joint ventures carried at cost (as described in note
5 of Standalone Ind AS Financial Statements)
The Company has non-current investments in subsidiaries,
Our audit procedures included the following:
joint ventures and associates amounting to '41,515.90million as at March 31, 2026. The Company records suchinvestments at cost less any provision for impairment loss.
•
We understood, evaluated and tested the operatingeffectiveness of internal controls implemented bythe Company relating to identification of impairment
The management assesses at least annually, the existence
indicators and valuation of non-current investments.
of impairment indicators of each non-current investments,and in case of existence of impairment indicators, suchinvestments are subject to an impairment test.
Assessed the Company's accounting policiesrelating to impairment of non-current investment inaccordance with applicable accounting standards.
The impairment assessment involves significant use ofestimates and judgements in relation to identification ofimpairment event and the determination of impairmentcharge.
We evaluated the Company's valuation methodologyapplied in determining the recoverable amount.In making this assessment, we also assessed theobjectivity and independence of Company's specialists
During the current year, management identified impairment
involved in the process.
indicators relating to non-current investments. Accordingly,an impairment assessment was required to be performedby the Company by comparing the carrying value of theseinvestments to their recoverable amount to determinewhether an impairment was required to be recognised.
We evaluated the key assumptions to external marketdata and other key drivers such as cash flow forecastsincluding discount rates, expected growth rates andterminal growth rates used with assistance from ourvaluation specialists.
For the purpose of impairment testing, the value in use ishighly sensitive to changes in some of the inputs used forforecasting the future cash flows and the determination ofthe recoverable amount of the non- current investmentsinvolved judgement due to inherent uncertainty in theassumptions supporting the recoverable amount of theseinvestments.
We assessed the valuation methodology including thekey assumptions adopted in the cash flow forecastsconsidering current economic scenario, includingretrospective reviews to prior year's forecastsagainst actual results to assess the recoverability ofinvestments.
Accordingly, the impairment of non-current investmentswas determined to be a key audit matter in our audit of theStandalone Ind AS Financial Statements.
We discussed potential changes in key drivers ascompared to previous year / actual performance withmanagement to evaluate whether the inputs andassumptions used in the cash flow forecasts were
The basis of impairment of non-current investments is
suitable.
presented in the accounting policies in note 2.5 to theStandalone Ind AS Financial Statements.
We tested the arithmetical accuracy of the models.
We assessed the adequacy of the disclosures made inthe Standalone Ind AS Financial Statements.
Information Other than the StandaloneInd AS Financial Statements andAuditor's Report Thereon
The Company's Board of Directors is responsiblefor the other information. The other informationcomprises the information included in the Annualreport, but does not include the Standalone Ind ASFinancial Statements and our auditor's report thereon.
Our opinion on the Standalone Ind AS FinancialStatements does not cover the other informationand we do not express any form of assuranceconclusion thereon.
In connection with our audit of the Standalone Ind ASFinancial Statements, our responsibility is to read theother information and, in doing so, consider whethersuch other information is materially inconsistentwith the Standalone Ind AS Financial Statements or
our knowledge obtained in the audit or otherwiseappears to be materially misstated. If, based on thework we have performed, we conclude that there isa material misstatement of this other information, weare required to report that fact. We have nothing toreport in this regard.
Responsibilities of Managementfor the Standalone Ind AS FinancialStatements
The Company's Board of Directors is responsiblefor the matters stated in section 134(5) of the Actwith respect to the preparation of these StandaloneInd AS Financial Statements that give a true and fairview of the financial position, financial performanceincluding other comprehensive income, cash flowsand changes in equity of the Company in accordancewith the accounting principles generally acceptedin India, including the Indian Accounting Standards
(Ind AS) specified under section 133 of the Act readwith the Companies (Indian Accounting Standards)Rules, 2015, as amended. This responsibility alsoincludes maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding of the assets of the Companyand for preventing and detecting frauds andother irregularities; selection and application ofappropriate accounting policies; making judgmentsand estimates that are reasonable and prudent;and the design, implementation and maintenanceof adequate internal financial controls, that wereoperating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant tothe preparation and presentation of the StandaloneInd AS Financial Statements that give a true andfair view and are free from material misstatement,whether due to fraud or error.
In preparing the Standalone Ind AS FinancialStatements, management is responsible for assessingthe Company's ability to continue as a going concern,disclosing, as applicable, matters related to goingconcern and using the going concern basis ofaccounting unless management either intends toliquidate the Company or to cease operations, or hasno realistic alternative but to do so.
Those Board of Directors are also responsible foroverseeing the Company's financial reporting process.
Auditor's Responsibilities for the Auditof the Standalone Ind AS FinancialStatements
Our objectives are to obtain reasonable assuranceabout whether the Standalone Ind AS FinancialStatements as a whole are free from materialmisstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted inaccordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if,individually or in the aggregate, they could reasonablybe expected to influence the economic decisions ofusers taken on the basis of these Standalone Ind ASFinancial Statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of materialmisstatement of the Standalone Ind AS FinancialStatements, whether due to fraud or error,design and perform audit procedures responsive
to those risks, and obtain audit evidence that issufficient and appropriate to provide a basisfor our opinion. The risk of not detecting amaterial misstatement resulting from fraudis higher than for one resulting from error, asfraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal controlrelevant to the audit in order to design auditprocedures that are appropriate in thecircumstances. Under section 143(3)(i) of theAct, we are also responsible for expressing ouropinion on whether the Company has adequateinternal financial controls with reference toStandalone Ind AS Financial Statements in placeand the operating effectiveness of such controls.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by management.
• Conclude on the appropriateness ofmanagement's use of the going concern basisof accounting and, based on the audit evidenceobtained, whether a material uncertainty existsrelated to events or conditions that may castsignificant doubt on the Company's ability tocontinue as a going concern. If we conclude thata material uncertainty exists, we are required todraw attention in our auditor's report to the relateddisclosures in the Standalone Ind AS FinancialStatements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date ofour auditor's report. However, future events orconditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structureand content of the Standalone Ind AS FinancialStatements, including the disclosures, andwhether the Standalone Ind AS FinancialStatements represent the underlyingtransactions and events in a manner that achievesfair presentation.
We communicate with those charged withgovernance regarding, among other matters, theplanned scope and timing of the audit and significantaudit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and
to communicate with them all relationships andother matters that may reasonably be thought tobear on our independence, and where applicable,related safeguards.
From the matters communicated with thosecharged with governance, we determine thosematters that were of most significance in the auditof the Standalone Ind AS Financial Statementsfor the financial year ended March 31, 2026 andare therefore the key audit matters. We describethese matters in our auditor's report unless law orregulation precludes public disclosure about thematter or when, in extremely rare circumstances, wedetermine that a matter should not be communicatedin our report because the adverse consequences ofdoing so would reasonably be expected to outweighthe public interest benefits of such communication.
Report on Other Legal and RegulatoryRequirements
1. As required by the Companies (Auditor's Report)Order, 2020 (“the Order”), issued by the CentralGovernment of India in terms of sub-section(11) of section 143 of the Act, we give in the“Annexure 1” a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, wereport, to the extent applicable, that:
(a) We have sought and obtained all theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit;
(b) In our opinion, proper books of accountas required by law have been kept bythe Company so far as it appears fromour examination of those books exceptwith respect to the matters stated in theparagraph 2(i)(vi) below on reportingunder Rule 11(g).
(c) The Balance Sheet, the Statement of Profitand Loss including the Statement of OtherComprehensive Income, the Cash FlowStatement and Statement of Changesin Equity dealt with by this Report are inagreement with the books of account;
(d) In our opinion, the aforesaid StandaloneInd AS Financial Statements complywith the Accounting Standards specifiedunder Section 133 of the Act, read withCompanies (Indian Accounting Standards)Rules, 2015, as amended;
(e) On the basis of the written representationsreceived from the directors as onMarch 31, 2026 taken on record by theBoard of Directors, none of the directorsis disqualified as on March 31, 2026 frombeing appointed as a director in terms ofSection 164 (2) of the Act;
(f) The modification relating to the maintenanceof accounts and other matters connectedtherewith are as stated in paragraph (b)above on reporting under section 143(3)(b)and serial number (vi) of paragraph (i) belowon reporting under Rule 11(g).
(g) With respect to the adequacy of the internalfinancial controls with reference to theseStandalone Ind AS Financial Statements andthe operating effectiveness of such controls,refer to our separate Report in “Annexure 2”to this report;
(h) In our opinion, the managerial remunerationfor the year ended March 31, 2026 hasbeen paid / provided by the Company to itsdirectors in accordance with the provisions ofsection 197 read with Schedule V to the Act;
(i) With respect to the other matters tobe included in the Auditor's Report inaccordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, asamended in our opinion and to the bestof our information and according to theexplanations given to us:
i. The Company has disclosed theimpact of pending litigations on itsfinancial position in its StandaloneInd AS Financial Statements - Refernote 36 to the Standalone Ind ASFinancial Statements;
ii. The Company did not have anylong-term contracts including derivativecontracts for which there were anymaterial foreseeable losses;
iii. There were no amounts which wererequired to be transferred to theInvestor Education and Protection Fundby the Company.
iv. a) The management has representedthat, to the best of its knowledge andbelief, other than as disclosed in thenote 45 (iv) to the Standalone Ind ASFinancial Statements, no funds havebeen advanced or loaned or invested(either from borrowed funds or share
premium or any other sources or kindof funds) by the Company to or in anyother person(s) or entity(ies), includingforeign entities (“Intermediaries”), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall, whether, directly orindirectly lend or invest in other personsor entities identified in any mannerwhatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
b) The management has representedthat, to the best of its knowledge andbelief, no funds have been receivedby the Company from any person(s)or entity(ies), including foreignentities (“Funding Parties”), with theunderstanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party(“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries; and
c) Based on such audit proceduresperformed that have been consideredreasonable and appropriate in thecircumstances, nothing has cometo our notice that has caused us tobelieve that the representations undersub-clause (a) and (b) contain anymaterial misstatement.
v. No dividend has been declared or paidduring the year by the Company.
vi. Based on our examination which includedtest checks, the Company have usedmultiple accounting software including thirdparty applications for maintaining its booksof account which has a feature of recordingaudit trail (edit log) facility and the same hasoperated throughout the year for all relevanttransactions recorded in the software except,as explained in note 47 of the StandaloneInd AS Financial Statements, in respect ofmain accounting software operated by thirdparty, in the absence of control around audittrail feature at database level in the serviceorganization control report, we are unable tocomment on whether audit trail feature wasenabled and operated throughout the year.
Further, during the course of our audit wedid not come across any instance of audittrail feature being tampered with, in respectof accounting softwares including thirdparty applications to the extent enabled.Additionally, the audit trail of relevant prioryears has been preserved by the companyas per the statutory requirements for recordretention, to the extent it was enabled andrecorded in those respective years, exceptwith respect to main accounting software,in the absence of controls in the serviceorganization controls, we are unable tocomment whether the audit trail has beenpreserved by the company as per thestatutory requirements for record retention.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Yogesh Midha
Partner
Membership Number: 094941
UDIN: 26094941SOYFGW7868
Place of Signature: Michigan, USA
Date: May 20, 2026