Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable (Corporate Action)

Nature of Filing / Announcement: Outcome of Board Meeting under SEBI LODR Regulations 30 and 37

Audit Opinion:

Not Specified

Auditor’s Comment:

Not Specified

Key Financial Highlights:

Not Specified

Standalone Results:

Not Specified

Consolidated Results:

Not Specified

Segment-wise Performance:

Not Specified

Corporate Actions:

1. Scheme of Amalgamation:

  • Approved amalgamation of Dealskart Online Services Private Limited (Transferor Company No. 1) and Lenskart Eyetech Private Limited (Transferor Company No. 2) with and into Lenskart Solutions Limited (Transferee Company)
  • Transferor Companies are wholly-owned subsidiaries of Lenskart Solutions Limited
  • Appointed Date: April 1, 2026
  • Scheme falls under category exempt from obtaining No-Objection Letter from Stock Exchanges per SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
  • No shares will be issued as consideration since subsidiaries are wholly-owned

Rationale for Amalgamation:

  • Simplify and rationalize group's corporate structure
  • Eliminate multiple entities and consolidate business operations under single corporate entity
  • Reduce multiplicity of legal and regulatory compliances
  • Streamline record-keeping and generate cost efficiencies through reduction of overheads
  • Achieve more streamlined and strategic management framework
  • Achieve greater integration and financial strength
  • Optimal utilization of resources
  • Increase competitiveness through pooling of managerial, technical and financial resources

2. Joint Venture Approval:

  • Approved incorporation of Joint Venture Company in India with Mingfeng Glassesworld Limited, China (MGL)
  • JV Name: Lenskart Metalframes Private Limited (subject to MCA approval)
  • Business: Manufacturing metal spectacle frames in India
  • Shareholding: Lenskart Solutions Limited - 80%, MGL - 20%
  • Initial Investment: Lenskart to invest INR 80,000 for 8,000 equity shares of INR 10 each; MGL to invest INR 20,000 for 2,000 equity shares
  • Government Approval: Requisite approval under Press Note 3 already obtained

Objectives of JV:

  • Strengthen Company's manufacturing capabilities
  • Enhance supply chain efficiencies
  • Promote localisation of manufacturing
  • Reduce dependence on imports of metal frames
  • Facilitate technology collaboration
  • Support backward integration strategy

Other Significant Information:

Accounting Treatment:

  • Amalgamation will be accounted using Pooling of Interest Method under Ind AS 103 (Business Combinations of entities under common control)
  • All assets and liabilities will be recorded at carrying values as appearing in standalone financial statements of Transferor Companies
  • Reserves of Transferor Companies will be preserved and recorded in same form
  • Inter-company balances will stand cancelled
  • Investments in shares of Transferor Companies will stand cancelled

Employee Protection:

  • All employees of Transferor Companies will become employees of Transferee Company without break in service
  • Terms and conditions not less favorable than those currently applicable
  • Past services with Transferor Companies will be considered for terminal benefits
  • Existing employee benefit funds will be maintained or merged with Transferee Company's funds

Tax Treatment:

  • Scheme designed to comply with "amalgamation" under Section 2(6) of Income Tax Act, 2025
  • Brought forward tax losses and unabsorbed depreciation of Transferor Companies will be available for set-off against profits of Transferee Company
  • All tax benefits, incentives, and credits of Transferor Companies will transfer to Transferee Company

Effective Date:

  • Date when certified copies of NCLT Order sanctioning Scheme are filed with Registrar of Companies