Retina Paints Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the 15^th Annual Report of the company together with the audited financial statements for the year ended 31^st March 2025.

1. FINANCIAL SUMMARY

The Companys financial performance for the year ended 31^st March 2025 is summarised below:

PARTICULARS	2024 - 25	2023 24
Revenue from Operations	2,06,242.23	1,16,564.43
Other Income	3,851.60	56,670.74
Total Income	2,10,093.83	1,73,235.17
Less: Finance Cost	9,348.35	6,928.72
Less: Cost of Materials Consumed	97,733.26	86,583.71
Less: (Increase) / Decrease in Inventories	(7,320.97)	(32,358.96)
Less: Employee Benefit Expenses	30,920.18	30,764.74
Less: Other Expenses	56,845.60	67,993.32
Profit before Exceptional Items,	22,567.41	13,323.64
Depreciation and Tax.
Less: Exceptional Items	-	-
Less: Depreciation	4,057.22	2,952.80
Less: Tax Expenses
i. Current Tax	3,963.67	1,569.86
ii Deferred Tax	1,507.10	1,377.24
Profit After Tax
	13,039.42	7,423.74
Transferred to reserves	-	-
Balance Carried To Surplus Account	13,039.42	7,423.74
,

2. COMPANYS STATE OF AFFAIRS

The Company operates in only one segment i.e Manufacturing and Selling of Paints. a) Revenue from operations increased to Rs.2,06,242.23 thousands as against Rs. 1,16,564.43 thousands in the previous year a growth of 76.93%. b) Profit After Tax (PAT) of the Company stood at Rs. 13,039.42 thousands as against Rs. 7,423.74 thousands for the previous year registering a growth of 75.64% in PAT.

3. DIVIDEND

No dividend is being proposed for the financial year 2024 25.

4. RESERVES

The Company had not proposed to transfer any amount to any of its reserves for the Financial Year 2024 25 Accordingly, the entire balance available in the Statement of Profit and Loss is retained.

5. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company.

6. SHARE CAPITAL

a) During the financial year 2024 25, the Company by way of Preferential issue has issued and allotted 14,00,000 Equity Shares of Rs. 10.00 each of the Company at a price of Rs. 76.75 per share (including a premium of Rs. 66.75 per Equity Share).

b) The Paid-up Share Capital of the Company as on 31^st March, 2025, is Rs. 15,34,00,000/- (Rupees Fifteen Crores and Thirty Four Lakhs Only) divided into 1,53,40,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts or tribunals that would impact the going concern status of the Company and its future operations.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT NIL

9. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES, EMPLOYEE STOCK OPTION, WARRANTS, DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES NIL

10. ANNUAL RETURN

The copy of the Annual Return as on 31^st March, 2025 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the company and the same can be accessed at https://www.retinapaints.com/.

11. CREDIT RATING

As your company has not availed any credit facility requiring credit rating. Hence, no credit rating has been obtained.

12. TRANSFER OF SHARES OR AMOUNT TO INVESTOR EDUCATION

AND PROTECTION FUND (IEPF)

During the year under review, the Company has not transferred any amount or Shares to the Investor Education and Protection Fund.

13. INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT

The company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The frame work is reviewed regularly by the Management and tested by internal audit team and presented to the Audit Committee. Based on periodical testing, the framework is strengthened from time to time, to ensure adequacy and effectiveness of Internal Financial Control. The established controls are constantly assessed and strengthened with new/revised standard operating procedures. The Company has adopted policies and procedures for ensuring adherence to the Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and reliability of accounting records and timely preparation of reliable financial disclosures. Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company has framed a Risk Management Policy. In the opinion of the Board, there is no serious element of risk which may threaten the existence of the Company.

14. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

During the financial year 2024 25, no penalties have been imposed on the company by any regulatory authorities.

15. DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 during the year ended 31^st March 2025.

16. AUDITORS

I. STATUTORY AUDITORS

At the 13^th AGM of the Company held on 29^th September, 2023, the members approved the appointment of M/s. CMT & Associates, Chartered Accountants, Hyderabad (FRN : 011515S), as Statutory Auditors of the Company for a term of five years i.e. from FY 2023 24 to FY 2027 28 (from the conclusion of the 13^th Annual General Meeting to the conclusion of the 18^th Annual General Meeting).

II. INTERNAL AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/S. M M R S & Co, Chartered Accountants (FRN: 013830S), Hyderabad has been appointed as the Internal Auditors of the Company for the FY 2024 - 25.

III. SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/S. MVK & Associates, Practicing Company Secretaries, Hyderabad has been appointed as the Secretarial Auditors of the Company to undertake Secretarial Audit for the FY 2024-25. The Secretarial Audit Report, in the prescribed Form No. MR - 3, is annexed as "ANNEXURE A".

IV. COST AUDITORS

Your Company is not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed.

17. STATUTORY AUDITORS REPORT

The Statutory Auditors Report for the Financial Year 2024 - 25 does not contain any qualification, reservation or adverse remarks and the same is enclosed with the audited financial statements in this Annual Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013, are given in "ANNEXURE - B" to this report.

19. LISTING ARRANGEMENTS:

Companys shares are presently listed on The Bombay Stock Exchange Limited & other details are listed below:

Stock Exchange Name	The BSE Limited
Scrip Code	543902
Scrip Name	RETINA
ISIN	INE0NTC01019

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2024 25, provisions of Section 135 of the Companies Act, 2013 are not applicable.

21. BOARD OF DIRECTORS

S. No	Name	Designation
1	Shri. Rakesh Dommati	Managing Director
2	Smt. Koyyada Rajitha	Whole Time Director
	Shri. Arunachalam
3		Independent Director
	Manikandan
4	Shri. Srikanth Somepalli	Independent Director
5	Shri. Koyyala Raju	IndependentDirector

1. Shri. Rakesh Dommati (DIN: 03214046) was appointed as Managing Director for a period of five years w.e.f 01.12.2022 to 30.11.2027.

2. Smt. Koyyada Rajitha (DIN: 07108068) was appointed as Whole Time Director for a period of five years w.e.f. 01.12.2022 to 30.11.2027.

3. Shri. Arunachalam Manikandan (DIN: 08955221) was appointed as Independent Director of the company for a period of five years w.e.f 25.11.2022 to 24.11.2027.

4. Shri. Srikanth Somepalli (DIN: 08358760) was appointed as Independent Director of the company for a period of five years w.e.f 25.11.2022 to 24.11.2027.

5. Shri. Koyyala Raju (DIN: 10734973) was appointed as as Independent Director of the company for a period of five years w.e.f 05.09.2024 to 04.09.2029.

22. DIRECTORS RETIRING BY ROTATION

• Shri. Rakesh Dommati, Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The profile of Shri Rakesh Dommati is given in the Annexure to the notice of AGM.

23. KEY MANAGERIAL PERSONNEL

S.No	Name	Designation
1	Shri Rakesh Dommati	Managing Director
2	Smt. Rajitha Koyyada	Whole-Time Director Company Secretary &
3	Ms. Madhu Solanki	Compliance Officer
4	Shri. Suda Vishnu Vardhan	Chief Financial Officer

24. CHANGE IN DIRECTORS

During the year Mr. Koyyala Raju was appointed as Additional Director of the Company with effect from 05^th September, 2024. Further Mr. Koyyala Raju was appointed as Independent Director of the Company with effect from 30^th September, 2025. Further Shri C.N Srinvasan resigned from his position as Independent Director of the Company with effect from 09^th October, 2024 Further Smt. Chithra Ramu resigned from her position as Non-Independent Non-Executive Director of the Company with effect from 02^nd February, 2025.

25. CHANGE IN CHIEF FINANCIAL OFFICER/COMPANY SECRETARY

During the year Shri Krishnamachari Ramu resigned from his position as Company Secretary and Compliance Officer of the Company with effect from 31^st December, 2024. During the year Ms. Madhu Solanki was appointed as Company Secretary and Compliance Officer of the Company with effect from 01^st January, 2025.

26. STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND

EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2024 25

S. No	Name	Date of Appointment	Expertise & Experience
1	Shri.Koyyala Raju	30.09.2024	He is a Chartered Accountant by Profession and holds Certificate of Practice.

27. MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 8 times and the maximum gap between two meetings was less than One Hundred and Twenty Days. The details of the meetings are as follows:

S. No	Date of the meeting	No. of Directors as on the date of the meeting	No. of Directors attended
1	17.05.2024	6	6
2	30.05.2024	6	4
3	07.08.2024	6	6
4	05.09.2024	6	6
5	09.10.2024	7	7
6	11.11.2024	6	6
7	01.01.2025	6	6
8	27.02.2025	5	4

 

Name of the Director	No. of meetings to be attended	No. of meetings attended
1 Shri. Rakesh Dommati	8	8
2 Smt. Koyyada Rajitha	8	8
3 Smt. Chithra Ramu	7	6
4 Shri. C.N. Srinivasan	5	4
5 Shri. Arunachalam Manikandan	8	8
6 Shri. Srikanth Somepalli	8	7
7 Shri. Koyyal Raju	4	4

Note: Shri C.N Srinivasan resigned as Independent Director of the company with effect from 09.10.2024 Smt. Chithra Ramu resigned as Non-Independent and Non-Executive Director of the company with effect from 02.02.2025.

28. COMMITTEES OF THE BOARD

The Board has constituted three Committees as per the Companies Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. These include the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. i. AUDIT COMMITTEE

Composition, Meetings and Attendance

The composition of the Audit Committee as on as on 31^st March, 2025 is as follows:

S. No	Name	Designation	Category
1	Shri. Koyyala Raju	Chairman	Independent Director
2	Shri. Arunachalam Manikandan	Member	Independent Director
3	Shri. Rakesh Dommati	Member	Managing Director

During the year under review, 3 (three) meetings of Audit Committee were held. The details of the meetings are as follows:

S. No	Date of the meeting	No. of Directors as on the date of the meeting	No. of Directors attended
1	30.05.2024	3	2
2	02.08.2024	3	2
3	11.11.2024	3	3

 

S. No	Name of the Director	No. of meetings to be attended	No. of meetings attended
1	Shri. Rakesh Dommati	3	3
2	Shri. C.N. Srinivasan	2	0
3	Shri. Arunachalam Manikandan	3	3
4	Shri Koyyala Raju	1	1

Note:

1. During the year Shri C.N Srinivasan, Independent director, resigned from the company w.e.f 09^th October, 2024 and likewise his position as Chairman of Audit committee of the Company has also ended from the same date.

2. During the year under review, Audit Committee was reconstituted on 09^th October, 2024.

3. Further Shri Koyyala Raju was appointed as Chairman of Audit Committee of the Company with effect from 09^th October, 2024.

ii. NOMINATION AND REMUNERATION COMMITTEE

Composition, Meetings and Attendance

The composition of the Nomination and Remuneration Committee as on 31^st Match, 2025 is as follows:

S. No	Name Shri. Arunachalam	Designation	Category
1	Manikandan	Chairman	Independent Director
2	Shri. Srikanth Somepalli	Member	Independent Director
3	Shri Koyyala Raju	Member	Independent Director

During the year under review, Two (2) meeting of the Nomination and Remuneration Committee were held the details of the meeting are as follows:

S. No	Date of the meeting	No. of Directors as on the date of the meeting	No. of Directors attended
1	07.08.2024	3	3
2	01.01.2025	3	3

 

S. No	Name of the Director	No. of meetings to be attended	No. of meetings attended
1	Shri. Arunachalam Manikandan	2	2
2	Shri. Srikanth Somepalli	2	2
3	Smt. Chitra Ramu	2	2
4	Shri Koyyala Raju	0	0

1. During the year Smt. Chithra Ramu resigned from her directorship in the company with effect from 02^nd February, 2025.

2. NRC was reconstituted on 02^nd February, 2025.

3. Further Mr. Koyyala Raju was appointed as Member of Nomination and Remuneration Committee with effect from 02^nd February, 2025.

iii.STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee as on 31^st March, 2025 is as follows:

S. No	Name	Designation	Category
1	Shri. Srikanth Somepalli	Chairman	Independent Director
2	Smt. Rajitha Koyyada	Member	Whole Time Director
3	Shri. Rakesh Dommati	Member	Managing Director

During the year under review, One (1) meeting of the Stakeholders Relationship Committee was held the details of the meeting are as follows:

S. No	Date of meeting	the No. of Directors as on the date of the meeting	No. of Directors attended
1	28.03.2025	3	3

 

S. No	Name of the Director	No. of meetings to be attended	No. of meetings attended
1	Shri. Srikanth Somepalli	1	1
2	Smt. Chitra Ramu	0	0
3	Shri. Rakesh Dommati	1	1
4	Smt. Rajitha Koyyada	1	1

Note:

1. During the year Smt. Chithra Ramu resigned as Member of Stakeholders Relationship Committee as a Director of the company with effect from 02^nd February, 2025.

2. SRC was reconstituted on 02^nd February, 2025.

3. Further Smt. Rajitha Koyyada was appointed as Member of Stakeholders Relationship Committee with effect from 02^nd February, 2025.

29. COMPANIES WHICH HAVE BECOME OR SEIZED TO BE THE

SUBSIDIARIES/ JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

Retina Retail Limited(RRL) was wholly owned subsidiary of the Company. RRL became subsidiary of the company with effect from 30.07.2024 During the year ended March 31, 2025 Retina Retail Limited (RRL) ceased to be wholly owned subsisdiary of the company with effect from 28^th March, 2025. Further no companies have became or ceased to be joint venture or associate companies of the Company.

30. ANNUAL PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc. The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013. Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

31. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As per the provisions of section 149(8) read with read with Part VII of Schedule IV of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 for the FY 2024-25 one meeting of Independent Directors Directors without the presence of Non Independent Directors was held on 17.03.2025 to discuss: 1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole; 2. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors of the Company were present at the meeting. As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. The meeting also reviewed and evaluated the performance of non-independent directors. The Company has 2 non-independent directors namely: i.) Shri Rakesh Dommati Managing Director cum Chairman ii.) Smt. Rajitha Koyyada Whole Time Director The meeting recognized the significant contribution made by Shri Rakesh Dommati as Managing Director in directing the Company towards the success path. The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

• Preparedness for Board/Committee meetings

• Attendance at the Board/Committee meetings

• Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

• Monitoring the effectiveness of the companys governance practices

• Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

• Ensuring the integrity of the companys accounting and financial reporting systems, including the independent audit and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards. It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

32. DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Accounting Standards specified under the Companies (Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the financial statements.

33. POLICY ON VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of its Board and its Powers) Rules, 2014 the Company has an established Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviors, actual or suspected fraud, or violation of the Companys Code of conduct or ethics policy. The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about the grievances or violation of the Companys code of conduct. The policy is disclosed on the Companys website www.retinapaints.com

34. POLICIES

The Board of Directors of the Company have from time to time framed and approved various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if required. The following policies have been framed and are published in the Companys website https://www.retinapaints.com/investor-relations/policies/

1. Code for Independent Directors.

2. Code of Conduct for Board Members and Senior Management.

3. Policy for determination of Materiality of Events.

4. Policy for Preservation of Documents.

5. Policy on Sexual Harassment of Women at Workplace.

6. Related Party Transaction Policy.

7. UPSI Policy.

8. Vigil Mechanism.

9. Whistle Blower Policy.

10. Terms and Conditions of Appointment of Independent Directors. 11. Nomination and Remuneration Policy.

12. Criteria for making payments to Non-Executive Directors. 13. Archival Policy.

35. DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaints on the issues covered by the above Act were received during the year as follows: a) number of complaints filed during the financial year 2024-25: Nil b) number of complaints disposed of during the financial year 2024-25: Nil c) number of complaints pending as at the end of the financial year 2024-25: Nil

36. CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company. The Code prohibits trading in securities of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Directors, Key Management Personnel and Senior Management Personnel of the Company have confirmed compliance with the code of conduct applicable to them and a declaration to this effect made by the Managing Director is attached to this report. Code of conduct of Board of Directors and Senior Management Personnel are available on the Companys website www.retinapaints.com.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the loans given by the company and investments made pursuant to section 186 of the Companies Act, 2013 are disclosed in the financial statements as required under the provisions of the Companies Act, 2013. Further the Company has not given any guarantee or provided security during the year under review.

38. RELATED PARTY TRANSACTIONS

The Audit Committee and the Board of Directors have approved the related party policy and the same has been hosted on the Companys website www.retinapaints.com. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the related parties.

The transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions during the Financial Year 2024-25 which were in conflict with the interest of the Company. Suitable disclosures as required in Accounting Standard (AS) 18 have been made in the notes to the financial statements. Since there were no contracts/arrangements with related parties falling under Section 188(1) of the Companies Act, 2013, disclosure in Form AOC-2 is not applicable for the year under review.

39. REPORT ON CORPORATE GOVERNANCE, DECLARATION BY CEO

AND COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE EITHER FROM A PRACTICING CHARTERED ACCOUNTANT OR PRACTICNG COMPANY SECRETARY

Your company is listed with BSE Small and Medium Enterprise Platform is exempted from the disclosures specified in Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence the above disclosures are not applicable to your Company.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report as "ANNEXURE - C".

41. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT UNDER

SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,2015

All the Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended 31^st March 2025 is enclosed as "ANNEXURE -D" which forms an integral part of this report.

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to secretarial@retinapaints.com.

43. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm: a) that in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date; c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts for the financial year ended 31^st March 2025 on a going concern basis;

e) that the Directors had laid down policies and procedures adopted by the Company for internal financial controls for ensuring orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and that such internal financial controls are adequate and were operating effectively; and

f) that as required under Section 134(5)(f) of the Companies Act, 2013, the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year.

45. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section149 (7) of the Companies Act, 2013, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. All the Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

46. NOMINATION AND REMUNERATION POLICY

The Board at its meeting held on 29^th December, 2022, duly approved the

Companys policy on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013, and the same has been hosted in the Companys website https://www.retinapaints.com/policy-documents/NRC%20Policy.pdf.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR

Your Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016

("the Code") during the year under review. Your Company further confirms there are no past applications or proceeding under the Code.

48. NOMINATION AND REMUNERATION POLICY

The Board at its meeting held on 29^th December, 2022, duly approved the

Companys policy on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013, and the same has been hosted in the Companys website https://www.retinapaints.com/policy-documents/NRC%20Policy.pdf.

49. SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards in pursuant to the directions of Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of India during the year.

50. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/

UNCLAIMED SUSPENSE ACCOUNT AS PER PARA F OF SCHEDULE V OF SEBI (LISTING OBIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015

Particulars	Remarks
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	NIL
Number of shareholders to whom shares were transferred from suspense account during the year	NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	NIL
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares	NIL

51. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF NIL

52. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE

PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company confirms adherence to the applicable provisions of the Maternity Benefit Act, 1961, and remains committed to ensuring statutory maternity entitlements and a supportive work environment for eligible employees.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board of Directors of the Company wishes to place on record their deep sense of gratitude to all the Shareholders of the Company for their consistent support and continued faith reposed in the Company. The Board would also like to express their deep sense of appreciation to the various Central and State Government Departments, Bankers, Organizations and Agencies, external Professionals associated with the Company for their continued help and co-operation extended by them and last but not the least, to Employees at all levels for their hard work and commitment.

	On behalf of the Board of Directors
	Sd/-	Sd/-
	Rakesh Dommati	Rajitha Koyyda
Place: Hyderabad	Managing Director	Whole Time Director
Date: 04.09.2025	DIN: 03214046	DIN: 07108068