Lenskart Solutions Ltd Auditor Reports

Independent Auditors Examination Report on the restated consolidated summary statements of assets and liabilities as at March 31, 2025, 2024 and 2023, restated consolidated summary statement of profits and loss (including other comprehensive income), restated consolidated summary statement of cash flows and changes in equity for each of the years ended March 31, 2025, 2024 and 2023, restated statement of material accounting policies and other explanatory information of Lenskart Solutions Limited (formerly known as Lenskart Solutions Private Limited) (collectively, the " Restated Consolidated Financial Information").

To

The Board of Directors

Lenskart Solutions Limited (formerly known as Lenskart Solutions Private Limited)

Ground Floor Vipul Tech Square,

Golf Course Road Sector 43, DLF QE,

Gurgaon, Haryana, India, 122009

Dear Sirs:

1. We, S.R. Batliboi & Associates LLP, Chartered Accountants ("we" or "us" or "SRBA") have examined the attached Restated Consolidated Financial Information of Lenskart Solutions Limited (formerly known as Lenskart Solutions Private Limited) (the "Company") and its subsidiaries, associates and joint ventures (the Company together with its subsidiaries, associates and joint ventures hereinafter referred to as "the Group") annexed to this report and prepared by the Company for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") in connection with its proposed Initial Public Offer ("IPO") of equity shares of face value of Rs. 2 each of the Company comprising a fresh issue of equity shares and an offer for sale of Equity Shares held by the selling shareholders (the "Offer"). The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company at their meeting held on July 18, 2025, have been prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note").

Managements Responsibility for the Restated Consolidated Financial Information

2. The preparation of the Restated Consolidated Financial Information, which are to be included in the DRHP is the responsibility of the management of the Company. The Restated Consolidated Financial Information have been prepared by the Management of the Company on the basis of preparation, as stated in note 2.1 to the Restated Consolidated Financial Information. The Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Management is also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

Auditors Responsibilities

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) the terms of reference and terms of our engagement agreed with you vide our engagement letter dated May 05, 2025, requesting us to carry out the assignment, in connection with the proposed IPO of the Company;

b) The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI.

c) concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Consolidated Financial Information; and

d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed IPO.

Restated Consolidated Financial Information

4. These Restated Consolidated Financial Information have been compiled by the Management of the Company from:

a) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2025, which were prepared in accordance with the Indian Accounting Standard (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on May 21, 2025.

b) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2024, which were prepared in accordance with the Indian Accounting Standard (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on July 04, 2024.

c) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2023, which were prepared in accordance with the Indian Accounting Standard (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on September 12, 2023.

d) Financial statements and other financial information in relation to the Companys subsidiaries, associates and joint ventures, as tabulated below, audited by Other Auditors and included in the consolidated financial statements of the Group as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023:

Name of the Entity	Relationship	Name of Audit Firm	Period audited by Other Auditors
		JC Bhalla & Co.	Year ended March 31, 2025
Lenskart Eyetech Private Limited	Subsidiary	JC Bhalla & Co.	Year ended March 31, 2024
		JC Bhalla & Co.	Year ended March 31, 2023
		JC Bhalla & Co.	Year ended March 31, 2025
Lenskart Foundation	Subsidiary	JC Bhalla & Co.	Year ended March 31, 2024
		JC Bhalla & Co.	Year ended March 31, 2023
		JC Bhalla & Co.	Year ended March 31, 2025
Lenskart Solutions INC	Subsidiary	JC Bhalla & Co.	Year ended March 31, 2024
		JC Bhalla & Co.	Year ended March 31, 2023
		MSI ALNOMAN & RAVI, Chartered Accountants
Lenskart Optical Trading LLC	Subsidiary	MSI ALNOMAN & RAVI, Chartered	Year ended March 31, 2025 Year ended March 31, 2024
		Accountants MSI ALNOMAN & RAVI, Chartered Accountants	Year ended March 31, 2023
		JC Bhalla & Co.	Year ended March 31, 2025
Lenskart Solutions FZCO	Subsidiary	JC Bhalla & Co.	Year ended March 31, 2024
		JC Bhalla & Co.	Year ended March 31, 2023
		JC Bhalla & Co.	Year ended March 31, 2025
Lenskart Solutions Company Limited	Subsidiary	JCBhalla & Co.	Year ended March 31, 2024
		JC Bhalla & Co.	Year ended March 31, 2023
Lenskart Solutions Sdn. Bhd.	Subsidiary	JC Bhalla & Co.	Year ended March 31, 2025
		JC Bhalla & Co.	Year ended March 31, 2024
		JC Bhalla & Co.	Year ended March 31, 2025
PT Lenskart Solutions Indonesia	Subsidiary	JC Bhalla & Co.	Year ended March 31, 2024
		JC Bhalla & Co.	Year ended March 31, 2023
Lenskart Optical Lenses Cutting LLC	Subsidiary w.e.f April 01, 2024	MSI ALNOMAN & RAVI, Chartered Accountants	Year ended March 31, 2025
		NSSJ & Co.	Year ended March 31, 2025
MLO K.K	Subsidiary w.e.f August 10, 2022	NSSJ & Co.	Year ended March 31, 2024
		Navish Nagpal & Co.	Year ended March 31, 2023
		Baker Tilly China	Year ended March 31, 2025
Baofeng Framekart	Joint Venture	Baker Tilly China	Year ended March 31, 2024
Technology Limited
		Baker Tilly China	Year ended March 31, 2023
			Year ended March 31, 2025
Tango IT Solutions India	Subsidiary w.e.f	A.John Moris & Co.
Private Limited	October 13, 2023	A.John Moris & Co.	From October 13, 2023 to March 31, 2024
		Natarajan & Swaminathan LLP	Year ended March 31, 2025
Neso Brands Pte. Ltd.	Subsidiary	JC Bhalla & Co.	Year ended March 31, 2024
			Year ended March 31, 2023
		JC Bhalla & Co.
Thai Eyewear Company	Subsidiary w.e.f	JC Bhalla & Co.	Year ended March 31, 2025
Limited	November 04, 2022	JC Bhalla & Co.	Year ended March 31, 2024
Lenskart Solutions (Thailand)	Subsidiary w.e.f	JC Bhalla & Co.	Year ended March 31, 2025
Company Limited	November 04, 2022	JC Bhalla & Co.	Year ended March 31, 2024
		MDA & Co.	Year ended March 31, 2025
Quantduo Technologies Private Limited	Associates w.e.f May 12, 2022	MDA & Co.	Year ended March 31, 2024
		MDA & Co.	Year ended March 31, 2023
Dealskart Online services Private Limited	Subsidiary w.e.f January 01, 2025	JC Bhalla & Co.	Year ended March 31, 2025
Lenskart Arabia Limited	Subsidiary w.e.f March 22, 2023	JC Bhalla & Co. JC Bhalla & Co.	Year ended March 31, 2025 Year ended March 31, 2024
Visionsure Services Private Limited	Joint Venture w.e.f August 27, 2024	JC Bhalla & Co.	Year ended March 31, 2025

e) Financial statements and other financial information in relation to the Companys subsidiaries, associates and joint ventures, as tabulated below, solely based on financial statements and other financial information certified by the respective management of subsidiaries, associates and joint ventures and included in the consolidated financial statements of the Group as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023:

Name of the Entity	Relationship	Period
Le Petite Lunetier	Associates	Year ended March 31, 2025
Tango IT Solutions India Private Limited	Associates	From April 01. 2023 to October 12, 2023
Thai Eyewear Company Limited	Subsidiary	Year ended March 31, 2023
Lenskart Solutions (Thailand) Company Limited	Subsidiary	Year ended March,31, 2023
Lenskart Solutions Sdn. Bhd.	Subsidiary	Year ended March 31, 2023
Owndays India (P) Ltd.	Joint Venture	Year ended March 31, 2023

Auditors Report

5. For the purpose of our examination, we have relied on:

a) Auditors reports issued by us, dated May 21, 2025, July 04, 2024 and September 12, 2023 on the consolidated financial statements of the Group as at and for each the years ended March 31, 2025, March 31, 2024 and March 31, 2023 as referred in Paragraph 4 (a) to (c) above.

b) As indicated in Paragraph 4 (d) above, we did not audit the financial statements of subsidiaries, associates and joint ventures as at and for the years ended March 31, 2025, March 2024 and March 31, 2023 whose financial statements reflect total assets, total revenues and net cash inflow, share of loss in associates and share of loss in joint ventures as tabulated below and included in the Restated Consolidated Financial Information:

(Rs. In millions)

As at and for the year ended	Total assets of subsidiaries	Total revenue of subsidiaries	Net cash inflow of subsidiaries	Share of loss in associates/ joint venture
March 31, 2025	19,291.42	3,028.02	62.40	27.92
March 31, 2024	14,996.68	742.31	5.74	5.60
March 31, 2023	13,684.12	196.83	13.32	20.30

These financial statements have been audited by other firms of Chartered Accountants as listed in Para 4(d) above, whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in the financial statements referred to in Para 4(a) to 4(c) above are based solely on the report of other auditors.

c) As indicated in our audit report referred to in Para 4(e) above, the financial statements in respect of subsidiaries, associates and joint ventures as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, as tabulated below solely based on the management certified financial statements:

i. Subsidiaries

Name of the subsidiary	As at and for the year ended	Total Assets of subsidiary	Total revenues of subsidiary	Total Net Cash Outflows of subsidiary
Thai Eyewear Company Limited	March, 31, 2023	2.31	-	-
Lenskart Solutions (Thailand) Company Limited	March, 31, 2023	2.31	-	-
Lenskart Solutions Sdn. Bhd.	March, 31, 2023	19.09	-	0.34

ii. Associates and Joint Ventures

Name	Relationship	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2023
		Share of loss in associate/ joint venture
Tango IT Solutions India	Associates
Private Limited from April 01, 2023- October 12, 2023		-	6.87	-
Owndays India (P) Ltd.	Joint Venture	-	-	18.24
Le Petite Lunetier	Associates	16.50	-	-

6. The audit reports on consolidated financial statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 referred to in paragraph 4(a) to 4 (c) above were modified and included the following matters which caused such modification:

For the year ended March 31, 2025 modification relating to the maintenance of books of account and other matters connected therewith (included in Annexure VI in the attached Restated Consolidated Financial Information).

For the year ended March 31, 2024 modification relating to the maintenance of books of account and other matters connected therewith and item relating to qualification in our report on the Companies (Auditor Report) Order, 2020 issued by the Central Govt of India in terms of sub section (11) of section 143 of the Act (included in Annexure VI in the attached Restated Consolidated Financial Information).

For the year ended March 31, 2023 modification relating to the maintenance of books of account and other matters connected therewith (included in Annexure VI in the attached Restated Consolidated Financial Information).

7. In respect of examination performed by Other Auditors:

The audits of the Companys subsidiaries, associates and joint ventures for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 was conducted by Other Auditors and accordingly reliance has been placed on the restated consolidated statement of assets and liabilities and the restated consolidated statements of profit and loss (including other comprehensive income), restated consolidated statements of changes in equity and cash flow statements, the restated summary statement of material accounting policies, and other explanatory information (the "2025 Restated Summary Statements", "2024 Restated Summary Statements" and the "2023 Restated Summary Statements") examined by them for the said periods. The examination report included for the said periods is based solely on the examination report submitted by the Other Auditor. The Other Auditors have also confirmed that the 2025 Restated Summary Statements", the 2024 Restated Summary Statements" and the 2023 Restated Summary Statements:

(i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed for the year ended March 31, 2025.

(ii) does not contain any qualifications requiring adjustments. However, there are emphasis of matter and modifications in their report on Other Legal and Regulatory Requirements relating to maintenance of books of account and other matters connected therewith, as disclosed in Annexure VI to the Restated Consolidated Financial Information, which do not require any adjustment to the Restated Consolidate Financial Information; and

(iii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination reports submitted by Other Auditor as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 in respect of the Companys subsidiaries, associates and joint ventures, we report that Restated Consolidated Financial Information of the Group:

i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025;

ii. there are no qualifications in the auditors reports on the consolidated audited financial statements of the Group which require any adjustments to the Restated Consolidated Financial Information. However, there are modifications in our report on Other Legal and Regulatory Requirements relating to maintenance of books of account and other matters connected therewith and items relating to qualifications in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of Sub section (11) of Section 143 of the Act, as disclosed in Annexure VI to the Restated Consolidated Financial Information, which do not require any adjustment to the Restated Consolidate Financial Information; and

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. We have not audited any financial statements of the Group as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to March 31, 2025.

10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the audited financial statements mentioned in paragraph 5 (a) above.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogesh Midha

Partner

Membership Number: 094941

UDIN: 25094941BMKRUM3972

Place of Signature: New Delhi

Date: July 18, 2025