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Our cost of raw materials consumed constitutes a significant portion of our expenses (amounting to Rs.4,673.39
million, or 25.45% and Rs.16,229.74 million, or 24.52%, of our total expenses in the three months ended June 30,
2025 and the Financial Year 2025, respectively) and 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.
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We manufacture some of our frames in, and import some of our raw materials from, the People`s Republic of
China, including through import of frames through Baofeng Framekart Technology Limited, our Joint Venture.
Any delay, interruption or reduction in the supply of such frames or other raw materials could adversely affect our
business, financial condition, results of operations and cash flows.
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An inability to maintain or improve our capacity utilization levels at our manufacturing facilities could have an
adverse effect on our business, results of operations, financial condition and cash flows.
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The Directorate of Enforcement, Gurugram under the Foreign Exchange Management Act, 1999, requested us for
certain information and documents. While we have provided such requested documents, we cannot assure you that
no regulatory or other actions will be initiated against our Company in the future, in relation to such orders, which
could adversely affect our business, reputation, results of operations, financial condition and cash flows.
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Our manufacturing facilities are subject to environmental, health, and safety laws and regulations that impose
significant compliance costs and liabilities on our operations, and any non-compliance or violation could expose
us to legal actions, penalties, and reputational harm.
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Slowdowns, breakdowns or shutdowns at any of our manufacturing facilities could have an adverse effect on our
business, results of operations, financial condition and cash flows.
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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, which could adversely affect our business, results of operations, financial condition and
cash flows.
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We have entered into a memorandum of understanding with the Government of Telangana to set up a greenfield
manufacturing facility in Hyderabad, Telangana and may encounter delays in the planning, construction and
commercialization of our proposed manufacturing facility, which could adversely affect our business, results of
operations, financial condition and cash flows.
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The location, size and performance of our retail store network component of our omnichannel retail network are
critical to our success. We cannot assure you that our retail store network will expand and operate as expected or
that the current locations of our retail stores will continue to be attractive as demographic patterns change.
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Our historical performance may not be indicative of our future growth or financial results and if we fail to manage
our growth or implement our growth strategies, our business, financial condition, results of operations and cash
flows may be adversely affected.
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Our global operations expose us to management, legal, tax, political, economic and foreign exchange risks, and
our failure to address such risks could adversely affect our business, results of operations, financial condition and
cash flows.
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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. Any such actions could adversely affect our reputation, customer experience, and, consequently, our
business, results of operations, financial condition, and cash flows.
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We are dependent on our Promoters, Key Managerial Personnel, members of our Senior Management and other
key personnel for our business and growth, and the loss of, or an inability to attract or retain qualified personnel
could adversely affect our business, results of operations, financial condition and cash flows.
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Certain of our Subsidiaries and Group Companies have incurred losses in the past. If our Subsidiaries and Group
Companies continue to incur losses, we may be required to continue providing financial support to them and our
consolidated results of operations and financial condition could be adversely affected.
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Medical advancements in the eyecare industry may adversely affect the demand for our eyewear products.
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We have entered into joint venture arrangements for frame manufacturing and distribution capabilities. Noncompliance
with the terms of these joint venture arrangements may adversely affect our business, results of
operations, financial condition and cash flows.
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We are dependent on third-party contractual labour for several aspects of our manufacturing activities, who are
primarily sourced through labour contractors. Any disruptions in the supply of such contractual labour could
adversely affect our business, results of operations, financial conditions and cash flows.
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If we are not able to attract and retain vision care professionals (comprising optometrists and opticians) for our
retail stores, our business, results of operations, financial condition and cash flows could be adversely affected.
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The launch of new sub-brands, eyewear categories or designs that prove to be unsuccessful could affect our growth
plans, which could adversely affect our business, results of operations, financial condition, and cash flows.
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There have been certain instances of delays in payment of statutory dues by our Company. Any further delays in
payment of statutory dues may attract financial penalties from the respective government authorities and in turn
may have a material adverse impact on our financial condition and cash flows.
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Errors or inaccuracies in eye examinations conducted by our vision care professionals could adversely affect our
reputation, business, results of operations, financial condition and cash flows.
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We have not entered into any definitive arrangements to utilise certain portions of the Net Proceeds of the Offer
and our funding requirements and the proposed deployment of Net Proceeds are based on management estimates.
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We are yet to finalize the exact locations or properties for setting up Company owned and Company operated stores,
for which we intend to utilise the amount from Net Proceeds. If we are unable to find suitable locations or if the
lease or license payments for these locations are in excess of our estimates, our operations and financial conditions
may be adversely impacted.
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We intend to utilize a portion of the Net Proceeds for unidentified inorganic acquisitions. Further, if the allocated
portion of the Net Proceeds is insufficient to cover for the cost of the relevant inorganic acquisition, we may need
to seek alternative forms of funding.
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Our investments in marketing and branding may not result in proportionate increases in revenue, which could
adversely affect our business, results of operations, financial condition and cash flows.
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Our Registered Office, corporate headquarters, three of our manufacturing facilities, all of our retail stores and
multiple offices across India and in international markets, are operated from leased premises. We are subject to
risks associated with leasing real estate, including the potential inability to renew leases on commercially
reasonable terms, unexpected increases in rental costs, lease terminations, or disputes with landlords. Any such
adverse developments could disrupt our operations and could have a material adverse effect on our business, results
of operations, financial condition, and cash flows.
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We depend significantly on sales of our eyewear products to our Lenskart Gold members in India. Any failure to
retain such customers could lead to a decline in the sales of our products, which could have an adverse effect on
our business, results of operations, financial condition and cash flows.
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We have experienced losses and negative cash flows from investing and financing activities in the past and any
increases in expenses, decline in revenues or negative cash flows in future periods could adversely affect our
business, results of operations, financial condition and the trading price of our Equity Shares.
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Our success depends on our ability to identify market trends and meet evolving customer demands, including
through ongoing research and development and innovation in our omnichannel model. If we are unable to do so,
our business, results of operations, financial condition and cash flows could be adversely affected.
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Our commission and incentive expenses are linked to network expansion and sales performance and may fluctuate
with changes in sales volumes and employee incentive structures, which could adversely affect our business, results
of operations, financial condition and cash flows.
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Our Statutory Auditors` audit reports for the past three Financial Years have included certain modifications in
their reports and annexures to their report on certain matters specified in the Companies (Auditor`s Report) Order,
2020. If similar modifications and comments are included in the Statutory Auditors` reports for our financial
statements in the future, the trading price of our Equity Shares could be adversely affected.
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Our brands, sub-brands and reputation are critical to the success of our business. Failure to maintain and enhance
our brand equity and reputation, including on account of negative publicity and unfavourable media coverage, may
adversely affect our business, results of operations, financial condition and cash flows.
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We have pursued and are likely to continue to pursue acquisitions for inorganic growth. Our inability to
successfully complete and integrate suitable acquisitions on acceptable terms in the future could adversely affect
our business, results of operations, financial condition and cash flows.
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The eyewear industry in India is largely unorganized, which exposes us to competition from a fragmented base of
smaller retailers and may affect our business, results of operations, financial condition and cash flows.
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Any disruptions in the availability of, or fluctuations in the price of, electricity and water at our manufacturing
facilities may adversely affect our business, results of operations, financial condition and cash flows.
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Globally, we face competition from other eyewear product manufacturers, distributors and brands. If we are unable
to compete effectively, our business, results of operations, financial condition and cash flows may be adversely
affected.
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Our operations are labour intensive and our business, results of operations, financial condition and cash flows
could be adversely affected by strikes, lockouts or increased wage demands by, disputes with, or misconduct by, our
employees.
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Technology failures or interruptions in the availability of our online channel, operations at our manufacturing
facilities, our point-of-sale systems or of our network infrastructure, could have an adverse effect on our business,
results of operations, financial condition and cash flows.
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The global eyewear industry is subject to a range of threats and challenges, which if unaddressed by us, could
adversely affect our business, results of operations, financial condition and cash flows.
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Inability to convert existing customers into repeat buyers, retain existing customers or acquire new customers costeffectively
may adversely affect our business, results of operations, financial condition and cash flows.
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We rely upon the services of third-party data hosting facilities and other third-party technology service providers
for our business and operations. Failures or outages attributable to third-party technology service providers or
others could have an adverse effect on our business, results of operations, financial condition, and cash flows.
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Failure to deliver an efficient omnichannel experience may adversely affect customer satisfaction and retention,
which could adversely affect our business, results of operations, financial condition and cash flows.
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We are subject to risks associated with product liability, warranty and recall if our eyewear products are found to
be defective, which may adversely affect our reputation, business, results of operations, financial condition and
cash flows.
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Our inability to accurately forecast demand for our eyewear products and manage our inventory may have an
adverse effect on our business, results of operations, financial condition and cash flows.
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Our intellectual property rights may be exposed to misappropriation and infringement claims by third parties and
our eyewear products and brands are vulnerable to counterfeiting. Our inability to effectively address these risks
and eliminate counterfeit products from the market could adversely affect our business, results of operations,
financial condition, cash flows and prospects.
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We have in the past entered into related party transactions and may continue to do so in the future. We cannot
assure you that we could not have achieved more favourable terms had such transactions not been entered into
with related parties.
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Our business exposes us to risks inherent to the operation of complex automated lens cutting and other equipment
and machinery, which may experience failures or cause injury either because of defects, faulty maintenance or
repair, or improper use, which may adversely affect our business, results of operations, financial condition and
cash flows.
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We rely on third-party logistics providers for the transportation and delivery of our eyewear products to customers
and any disruption, delay, or quality issues in such logistics operations, or increases in our logistics costs, could
adversely affect our business, results of operations, financial condition and cash flows.
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The Unaudited Proforma Financial Information included in this Red Herring Prospectus, which has been prepared
to illustrate the effects of the acquisition of Dealskart Online Services Private Limited during the Financial Year
2025 and the acquisitions of Stellio Ventures, S.L. and Quantduo Technologies Private Limited during the
Financial Year 2026 on our Restated Consolidated Financial Information, is not indicative of our expected results
of operations in future periods or of our future financial position, or a substitute for our past results.
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Our business is subject to seasonality and our quarterly results published upon listing may not be indicative of our
annual financial performance and results of operations.
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There are outstanding legal proceedings involving our Company, Directors, Promoters, Subsidiaries, Key
Managerial Personnel and Senior Management Personnel. An unfavourable outcome in such proceedings may
have an adverse effect on our business, results of operations, financial condition and cash flows.
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There may be discrepancies in corporate filings made by us from time to time. Further, we have filed a compounding
application with RBI. We cannot assure you that regulatory proceedings or actions will not be initiated against us
in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this
regard.
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Our inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business, results of operations, financial condition, and cash flows.
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We may require additional capital to finance our operations (and in particular, our capital expenditure
requirements), and the unavailability of such capital on terms acceptable to us, or at all, could adversely affect our
business, financial condition, results of operations and cash flows.
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We require certain statutory and regulatory licenses and approvals to conduct our business and an inability to
obtain, retain or renew such licenses and approvals could have an adverse effect on our business, results of
operations, financial condition and cash flows.
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Our insurance coverage may not adequately protect us against losses and claims that exceed our insurance coverage
could adversely affect our business, results of operations, financial condition and cash flows.
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If we are unable to establish and maintain effective internal financial and operational controls, our business and
reputation could be adversely affected.
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We are subject to anti-bribery, anti-corruption and sanctions laws and regulations and a failure to comply with
such laws and regulations could have an adverse effect on our business, reputation, financial condition, results of
operations, investor confidence and the trading price of our Equity Shares.
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Our actual or perceived failure to appropriately handle personal information of our customers could have an
adverse effect on our business, reputation, results of operations, financial condition and cash flows.
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We have contingent liabilities, and our results of operations, financial condition and cash flows could be adversely
affected if any of these contingent liabilities materialize.
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Information relating to the installed manufacturing capacity, actual production and capacity utilization of our
manufacturing facilities included in this Red Herring Prospectus are based on several assumptions and estimates
and actual future results may differ.
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This Red Herring Prospectus contains information from third parties including an industry report prepared by an
independent third-party research agency, Redseer Management Consulting Private Limited, which we have
commissioned and paid for to confirm our understanding of our industry exclusively in connection with the Offer,
and reliance on such information for making an investment decision in the Offer is subject to inherent risks.
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We track certain operating metrics through our internal systems and tools, which may result in inaccurate data or
may be subject to changes in the future.
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Certain non-generally accepted accounting principle financial measures and other statistical information relating
to our operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP
financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable with those presented by other companies.
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Certain of our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may be
interested in our Company and our Subsidiaries other than in terms of remuneration, perquisites or benefits and
reimbursement of expenses.
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Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.
