In a nonstick 5-to-6-quart Dutch oven (or large soup pot), heat oil over medium heat until hot.
Add carrots, onion and garlic, and cook, stirring occasionally, until vegetables are tender and golden, about 10 minutes.
Add tomatoes with their puree, broth, lentils, salt, pepper, thyme, bullion and water; heat to boiling, stirring to break up tomatoes with side of spoon.
Reduce heat to low; cover and simmer until lentils are almost tender, about 20 minutes.
Stir in spinach and macaroni; heat to boiling over medium-high heat. Reduce heat to medium; cook, uncovered, until macaroni is tender, about 10 minutes.
Stir in basil. Serve with Parmesan cheese, if you like, and 1 tablespoon fresh lemon juice.
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