KOLKATA, TUESDAY, NOVEMBER 4, 2025 FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE WWW.FINANCIALEXPRESS.COM READ TO LEAD VOL 35 NO. 3, 32 PAGES, `12.00 (NORTH EAST STATES `12 & ANDAMAN `20) P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE” AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). LENSKART SOLUTIONS LIMITED (Please scan the QR code to view the RHP) Our Company was originally incorporated as ‘Valyoo Technologies Private Limited’, as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated May 19, 2008, issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. Thereafter, the name of our Company was changed to ‘Lenskart Solutions Private Limited’ pursuant to a fresh certificate of incorporation dated May 19, 2015, issued by the Registrar of Companies, Delhi and Haryana, at New Delhi (the “RoC”). Subsequently, our Company was converted to a public limited company and the name of our Company changed to ‘Lenskart Solutions Limited’ pursuant to a resolution passed by our Board on May 21, 2025, and resolution passed by our Shareholders on May 30, 2025, and a fresh certificate of incorporation dated June 16, 2025, was issued by the RoC. For details in relation to the changes in registered office address of our Company, see “History and Certain Corporate Matters - Changes in the registered office of our Company” on page 344 of the Red Herring Prospectus dated October 25, 2025 filed with the RoC (the “Red Herring Prospectus” or “RHP”) to read with Addendum cum Corrigendum dated October 28, 2025 (“Addendum cum Corrigendum”). Registered Office: Plot No. 151, Okhla Industrial Estate, Phase III, New Delhi – 110 020, Delhi, India; Corporate Office: Ground Floor Vipul Tech Square, Golf Course Road Sector 43, DLF QE, Gurugram – 122 009, Haryana, India; Corporate Identity Number: U33100DL2008PLC178355 Contact Person: Preeti Gupta, Company Secretary and Chief Compliance Officer; Tel.: +91 124 429 3191; E-mail: compliance.officer@lenskart.com; Website: https://www.lenskart.com PROMOTERS OF OUR COMPANY: PEYUSH BANSAL, NEHA BANSAL, AMIT CHAUDHARY AND SUMEET KAPAHI INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `2 EACH (“EQUITY SHARES”) OF LENSKART SOLUTIONS LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF `[●] PER EQUITY SHARE OF FACE VALUE OF `2 EACH (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) (“OFFER PRICE”), AGGREGATING UP TO `[●] MILLION COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `2 EACH, AGGREGATING UP TO ` 21,500.00 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 127,562,573 EQUITY SHARES OF FACE VALUE OF `2 EACH, AGGREGATING UP TO ` [●] MILLION (“OFFERED SHARES”) BY CERTAIN SHAREHOLDERS (“(SELLING SHAREHOLDERS”) (SUCH SALE, THE “OFFER FOR SALE”, AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). FOR A COMPLETE LIST OF SELLING SHAREHOLDERS, SEE “THE OFFER” ON PAGE 114 OF THE RHP. THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `2 EACH, AGGREGATING UP TO `150.00 MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY. THE FACE VALUE OF EQUITY SHARES IS `2 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. DETAILS OF THE OFFER FOR SALE OF THE TOP 10 SELLING SHAREHOLDERS AND THEIR WEIGHTED AVERAGE COST OF ACQUISITION NUMBER OF EQUITY SHARES OFFERED / WEIGHTED AVERAGE COST OF TYPE AMOUNT (IN ` MILLION) ACQUISITION PER EQUITY SHARE (IN `)* NAME OF THE SELLING SHAREHOLDER** Peyush Bansal Promoter Selling Shareholder Up to 20,488,978 Equity Shares of face value of `2 each aggregating up to `[●] million 18.60 Neha Bansal Promoter Selling Shareholder Up to 1,010,546 Equity Shares of face value of `2 each aggregating up to `[●] million 7.60 Amit Chaudhary Promoter Selling Shareholder Up to 2,868,457 Equity Shares of face value of `2 each aggregating up to `[●] million 8.16 Sumeet Kapahi Promoter Selling Shareholder Up to 2,868,457 Equity Shares of face value of `2 each aggregating up to `[●] million 8.11 SVF II Lightbulb (Cayman) Limited Investor Selling Shareholder Up to 25,518,098 Equity Shares of face value of `2 each aggregating up to `[●] million 74.26 DETAILS OF THE OFFER FOR SALE OF THE TOP 10 SELLING SHAREHOLDERS AND THEIR WEIGHTED AVERAGE COST OF ACQUISITION NUMBER OF EQUITY SHARES OFFERED / WEIGHTED AVERAGE COST OF TYPE AMOUNT (IN ` MILLION) ACQUISITION PER EQUITY SHARE (IN `)* Schroders Capital Private Equity Asia Investor Selling Up to 19,064,344 Equity Shares of face value of 40.90 Mauritius Limited Shareholder `2 each aggregating up to `[●] million Investor Selling Up to 8,701,817 Equity Shares of face value of PI Opportunities Fund - II 24.14 Shareholder `2 each aggregating up to `[●] million Investor Selling Up to 7,858,841 Equity Shares of face value of MacRitchie Investments Pte. Ltd. 97.75 Shareholder `2 each aggregating up to `[●] million Investor Selling Up to 7,360,340 Equity Shares of face value of Kedaara Capital Fund II LLP 74.99 Shareholder `2 each aggregating up to `[●] million Investor Selling Up to 6,664,179 Equity Shares of face value of Alpha Wave Ventures LP 105.92 Shareholder `2 each aggregating up to `[●] million NAME OF THE SELLING SHAREHOLDER** *As certified by A D M S & Co, Chartered Accountants, (FRN: 014626C), by way of their certificate dated October 25, 2025. **For remaining Selling Shareholders and further details, see “Summary of the Offer Document” and “The Offer” beginning on pages 28 and 114 of the RHP, respectively. PRICE BAND: `382 TO `402 PER EQUITY SHARE OF FACE VALUE OF `2 EACH. THE FLOOR PRICE IS 191 TIMES OF THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 201 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. THE PRICE TO EARNINGS RATIO BASED ON DILUTED EPS FOR FISCAL 2025 AT THE UPPER END OF THE PRICE BAND IS 228.41 TIMES AND AT THE LOWER END OF THE PRICE BAND IS 217.05 TIMES AS COMPARED TO P/E RATIO OF NIFTY 50 AS OF OCTOBER 24, 2025 OF 22.67 WEIGHTED AVERAGE RETURN ON NET WORTH FOR FINANCIAL YEARS 2025, 2024 AND 2023 IS 2.11%. BIDS CAN BE MADE FOR A MINIMUM OF 37 EQUITY SHARES AND IN MULTIPLES OF 37 EQUITY SHARES THEREAFTER. BID/OFFER CLOSES TODAY# BID/OFFER PERIOD The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Date. # We are a technology-driven eyewear company with integrated operations spanning designing, manufacturing, branding and retailing of eyewear products. We primarily sell prescription eyeglasses, sunglasses, and other products such as contact lenses and eyewear accessories, under multiple brands and sub-brands. The Offer is being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations. The Equity Shares will get listed on the main board of NSE and BSE. NSE shall be the Designated Stock Exchange. QIB Portion: Not less than 75% of the Net Offer | Non-Institutional Investor Portion: Not more than 15% of the Net Offer | Retail Portion: Not more than 10% of the Net Offer Employee Reservation Portion: Up to [●] Equity Shares of face value of `2 each aggregating up to `150.00 million. A discount of `19 per Equity Share is being offered to Eligible Employees bidding in the Employee Reservation Portion. IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RED HERRING PROSPECTUS AND THE TERMS OF THE OFFER, INCLUDING THE RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. IN RELATION TO PRICE BAND, POTENTIAL INVESTORS SHOULD ONLY REFER TO THIS PRICE BAND ADVERTISEMENT FOR THE OFFER AND SHOULD NOT RELY ON ANY MEDIA ARTICLES / REPORTS IN RELATION TO THE VALUATION OF THE COMPANY AS THESE ARE NOT ENDORSED, PUBLISHED OR CONFIRMED EITHER BY THE COMPANY OR THE BRLMS. In accordance with the recommendation of committee of Independent Directors of our Company, pursuant to the resolution dated October 25, 2025, the above provided price band is justified based on quantitative factors/KPIs disclosed in the “Basis for Offer Price” section on page 222 of the RHP vis-a-vis the weighted average cost of acquisition (“WACA”) of primary and secondary transaction(s) as applicable, disclosed in the “Basis for Offer Price” on page 222 of the RHP and provided below in the advertisement. RISK TO INVESTORS For details, refer to the “Risk Factors” section on page 64 of the RHP. 1. Concentration risk across production and logistics in Bhiwadi and Gurugram facilities: We operate a hub-and-spoke model for manufacturing, where almost all single-vision, bifocal and progressive lenses (excluding lenses manufactured at our international facilities) are cut, edged, coated and matched to frames at our two manufacturing facilities located at Bhiwadi, Rajasthan and Gurugram, Haryana within the broader Gurugram industrial cluster across the states of Haryana and Rajasthan, following which finished eyeglasses are dispatched to our stores and e-commerce fulfilment centres across India and to overseas jurisdictions. Our reliance on manufacturing facilities located in the Gurugram industrial cluster across the states of Haryana and Rajasthan (which are our Bhiwadi and Gurugram facilities) exposes us to concentration risks across production and logistics. Set out below are the details: Location of manufacturing facility Gurugram, Haryana Bhiwadi, Rajasthan Others* Total 2. For the three months ended June 30, For the Financial Year ended March 31, 2025 2024 2025 2024 2023 (% of total (% of total (% of total (% of total (% of total production production production production production Actual Actual Actual Actual Actual across across across across across production production production production production owned manowned manowned manowned manowned man(in units) (in units) (in units) (in units) (in units) ufacturing ufacturing ufacturing ufacturing ufacturing facilities) facilities) facilities) facilities) facilities) 1,248,488 31.75% 1,174,022 40.23% 5,209,089 39.59% 5,661,085 56.14% 6,655,311 92.84% 2,621,726 66.67% 1,707,909 58.52% 7,748,642 58.90% 4,306,995 42.71% 437,876 6.11% 62,079 3,932,293 1.58% 100.00% 36,497 2,918,428 1.25% 100.00% 198,845 13,156,576 1.51% 100.00% 116,156 10,084,236 1.15% 100.00% 75,158 7,168,345 1.05% 100.00% *Others comprises our Singapore and Dubai manufacturing facilities. Risks related to sourcing of raw materials and manufacturing operations in the People’s Republic of China: We source some of our raw materials and frames from the People’s Republic of China (the “PRC”), where we also operate a manufacturing facility through Baofeng Framekart Technology Limited, our Joint Venture. The table below sets out details of our direct imports from the PRC: For the three months ended June 30, For the Financial Year ended March 31, 2025 2024 2025 2024 2023 (` in % of total (` in % of total (` in % of total (` in % of total (` in % of total million) purchases million) purchases million) purchases million) purchases million) purchases 3,547.49 53.38% 1,746.30 40.93% 10,624.33 42.21% 7,699.71 41.09% 8,682.22 54.15% 3,098.83 46.62% 2,519.91 59.07% 14,543.52 57.79% 11,039.58 58.91% 7,350.39 45.85% Particulars 3. 4. Direct imports from the PRC Direct purchases from other countries (including India) We are exposed to risks related to our imports and manufacturing operations in the PRC, which could adversely affect our reputation, brand perception, customer loyalty, and business. Our Company has incurred losses in the past. The Offer is being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations. Capacity utilization related risk: An inability to maintain or improve our capacity utilization levels at our manufacturing facilities could have an adverse effect on our business. The following table sets forth our capacity utilization: Capacity utilization Installed Capacity (in units)(1) Actual Production (in units) Capacity Utilization (in %)(2) For the three months ended June 30, 2025 2024 7,137,000 6,580,000 3,932,293 2,918,428 55.10% 44.35% For the Financial Year ended March 31, 2025 2024 2023 27,451,000 21,966,000 15,198,000 13,156,576 10,084,236 7,168,345 47.93% 45.91% 47.17% Notes: Annual Installed Capacity: The annual installed capacity of a manufacturing plant is the maximum amount of production that a company can achieve in a year, assuming that all machines are running at full speed, 365 days a year. It is determined after taking into account the product mix and cycle time and can be produced in the specific production line. The installed capacity for each Fiscal Year is adjusted on account of the addition of capacity during the year. The capacity utilization for the three months ended June 30, 2025 and June 30, 2024 is calculated by considering effective capacity as one-fourth of annual capacity. (2) Capacity Utilization: Capacity utilization has been calculated based on actual production made during the relevant fiscal year/ period, divided by the annual installed capacity of relevant manufacturing facilities as of the end of the relevant fiscal year/ period. (1) 5. 6. Requests for information from the Enforcement Directorate: The Directorate of Enforcement, Gurugram (the “ED”), has initiated an inquiry into procedural delays in our filings on the IDPMS and EPDMS portals by a show cause notice dated July 25, 2022 to our Company, under section 37 of the Foreign Exchange Management Act, 1999 (“FEMA”). Furthermore, our Company requires a no-objection certificate (“NOC”) from the ED to undertake any overseas direct investment (“ODI”). Our Company is actively pursuing the necessary legal steps and has submitted several applications requesting the ED to issue an NOC in our favour. The ED, through its order dated November 18, 2023 directed our Company to provide further information and documents. Further, via the said order dated November 18, 2023, the ED directed the Company to provide further information/documents, to which our Company has responded vide letter dated January 9, 2024. Further, our Company received an e-mail correspondence from the ED dated May 7, 2025, to which our Company has furnished the requisite documents to the ED on May 13, 2025. Supply of raw materials risk: We source raw materials such as blank and powered lenses, certain types of frames, eyeglass cases, packaging materials and consumables from third-party suppliers for the manufacture of our eyewear products, along with raw materials for the manufacturing of frames, such as metal wires, acetate sheets and transparent resin granules. Set out below are details of our cost of raw materials consumed, total expenses and cost of raw materials consumed as a percentage of total expenses: For the three months ended June 30, For the Financial Year ended March 31, 2025 2024 2025 2024 2023 (` in million, unless otherwise stated) Cost of raw materials consumed (A) 4,673.39 3,639.94 16,229.74 14,092.21 10,618.14 Total expenses (B) 18,365.80 15,606.22 66,194.78 55,495.94 40,250.74 Cost of raw materials consumed as % of total expenses (%) (A)/(B) 25.45% 23.32% 24.52% 25.39% 26.38% Any delays, interruptions or reduction in the supply of raw materials to manufacture our prescription eyeglasses or fluctuations in the prices of our raw materials could adversely affect our business, results of operations, financial condition and cash flows. Risks associated to greenfield manufacturing facility in Hyderabad, Telangana: We have entered into a non-binding memorandum of understanding dated December 8, 2024 (“MOU”) with the Government of Telangana (“GoT”) for setting up a greenfield manufacturing facility for optical glasses with an investment of `15,000 million by us, and certain incentives and support from the GoT. These incentives include subsidies and reimbursements subject to certain conditions and limitations. The MOU is also non-binding in nature and may be amended by mutual agreement between parties. We cannot assure you that we will be able to avail of the full benefits of the incentives as envisaged. Eyewear industry in India is largely unorganized: The eyewear industry in India is largely unorganized, which exposes us to competition from a fragmented base Particulars 7. 8. 9. of smaller retailers and may affect our business. According to the Redseer Report, approximately 77% of prescription eyewear sales in India by value are catered to by the unorganized sector, with organized players accounting for the balance ~23% as of Financial Year 2025. The unorganized sector comprises numerous small, independent retailers with lower cost structures and flexible pricing, which may limit the ability of organized players to increase prices, gain market share, or deliver standardized customer experiences. Stores related risk: The location, size and performance of our retail store network component of our omnichannel retail network are critical to our success. Our retail store network is a key driver of our revenue growth, customer acquisition, and customer loyalty. Our ability to open and operate new stores depends on several factors, including the availability of suitable locations, acceptable rental costs, regulatory approvals, competitive dynamics, customer preferences, and overall economic conditions. Set out below are details of our new store openings and store closures: Particulars Number of stores at the start of the Financial Year / period Number of new stores opened Number of store closures*** Number of stores at the end of the Financial Year / period** For the three months ended June 30, 2025 2024 2,723 2,389 100 70 17 24 2,806 2,435 For the Financial Year ended March 31, 2025 2024 2023 2,389 1,959 1,508 445* 489* 518* 111 59 67 2,723 2,389 1,959 *Number of new stores opened includes stores acquired in the Financial Year 2023 pursuant to our acquisition of Owndays. **Number of stores as of March 31, 2024 and 2023 is set out on a pro forma basis to illustrate the effect of the Dealskart Acquisition. ***Store closures were primarily due to (i) the closure of certain malls and commercial establishments by government authorities on account of several reasons, e.g. to facilitate nearby infrastructure development, such as flyover construction; (ii) closures initiated by franchisee partners, with certain stores subsequently converted into COCO stores; and (iii) relocation of stores due to strategic reasons. We offer our eyewear products through our online channel and through our retail store networks across 14 countries, which as of June 30, 2025. Set out below is a breakdown of our global store network by country or region, as of the dates indicated: Particulars India (A) comprising Metro cities(1) Tier-1 cities (2) Tier-2 towns and cities and beyond (3) Japan (B) Southeast Asia* (C) Middle East** (D) Others*** (E) Total (A+B+C+D+E) As of June 30, 2025 2024 2,137 1,816 928 491 718 272 258 39 100 2,806 809 395 612 263 231 32 93 2,435 2025 As of March 31, 2024 2,067 1,785 900 469 698 267 251 39 99 2,723 2023 1,416 791 385 609 259 229 28 88 2,389 656 277 483 232 214 17 80 1,959 Includes Delhi/NCR (includes New Delhi, Gurugram, Ghaziabad, Noida, and Faridabad), Hyderabad, Ahmedabad, Bengaluru, Pune, Mumbai, Chennai and Kolkata. Includes Lucknow, Raipur, Patna, Jaipur, Ranchi, Surat, Jammu, Madurai, Chandigarh, Rajkot, Nagpur, Hubli, Coimbatore, Bhubaneswar, Mangalore, Jodhpur, Gwalior, Tiruchirappalli, Indore, Visakhapatnam, Dehradun, Aurangabad, Rajahmundry, Nashik, Vadodara, Belgaum, Udaipur, Gorakhpur, Agra, Vijayawada, Jabalpur, Siliguri, Kolhapur, Bhopal, Goa, Varanasi, Bareilly, Dhanbad, Gaya (3) Includes cities other than metro cities and Tier 1 cities *Southeast Asia comprises Singapore, Thailand, Indonesia, Philippines, Vietnam, Malaysia, and Cambodia. **The Middle East comprises the United Arab Emirates and the Kingdom of Saudi Arabia. ***Others comprise Taiwan, Hong Kong and Australia. (1) (2) Our global operations expose us to management, legal, tax, political, economic and foreign exchange risks. 10. FOFO and COFO stores related risk: We do not exercise complete operational or financial control over our franchisee-operated retail stores. As a result, franchisees may take actions that are inconsistent with our brand standards, operational policies, or strategic objectives. Our franchise arrangements are through a combination of franchise-owned and franchise-operated (“FoFo”), and company-owned and franchise-operated (“CoFo”) stores. The table below sets out our retail store network by franchisee and CoFo stores (in India and in international markets), as of the dates indicated: Particulars For the three months ended June 30, 2025 2024 Number % of total Number % of total of retail retail of retail retail stores stores stores stores 2025 Number % of total of retail retail stores stores As of March 31, 2024 Num- ber % of total of retail retail stores stores 2023 Num- ber % of total of retail retail stores stores Franchise stores – India - FoFo 306 14.32% 347 19.11% 310 11.38% 359 15.03% 369 18.81% - CoFo 8 0.37% 8 0.44% 8 0.29% 9 0.38% 11 0.56% Franchise stores – International - FoFo 158 7.39% 151 8.31% 158 5.80% 152 6.36% 143 7.30% Total franchise stores 472 22.09% 506 27.86% 476 17.47% 520 21.77% 523 26.67% 11. Price/Earning (P/E) ratio based on diluted EPS for Financial Year 2025 is 217.05 and 228.41 times at the lower and upper end of the Price Band. 12. Weighted Average Return on Net Worth for Financial Year ended 2025, 2024 and 2023 is 2.11% and return on net worth for the three months period ended June 30, 2025 is 0.97% (not annualised). 13. Average cost of acquisition of Equity Shares for our Promoters (also the Promoter Selling Shareholders) and Selling Shareholders is as follows: Name Promoters (also the Promoter Selling Shareholders) Peyush Bansal Neha Bansal Amit Chaudhary Sumeet Kapahi Investor Selling Shareholders Alpha Wave Ventures LP Bay Capital Holdings Ltd Birdseye View Holdings II Pte. Ltd. Number of Equity Shares held Average cost of acquisition per Equity Share (in `)* 173,222,220 125,783,623 16,585,630 16,107,050 18.60 7.60 8.16 8.11 66,184,529 18,341,710 37,071,443 105.92 161.28 163.64 Continued on next page... Kolkata