Your Directors have the pleasure in presenting the 14^th Annual Report of the company together with the audited financial statements for the year ended 31st March 2024.

FINANCIAL SUMMARY

The Company’s financial performance for the year ended 31^st March 2024 is summarised below:

(Rs. In thousands)

COMPANY’S STATE OF AFFAIRS

The Company operates in only one segment i.e Manufacturing and Selling of

Paints.

a) Revenue from operations increased to Rs.1,16,564.43 thousands as against Rs. 1,09,446.11 thousands in the previous year - a growth of 6.50%.

b) Profit After Tax (PAT) of the Company stood at Rs. 7,423.74 thousands as against Rs. 3,007.08 thousands for the previous year registering a growth of 146.88% in PAT.

DIVIDEND

No dividend is being proposed for the financial year 2023 - 24.

CHANGE IN THE STATUS OF THE COMPANY

During the Financial Year 2023-24, your Company was listed with the BSE SME platform w.e.f 03^rd May 2023.

RESERVES

The Company had not proposed to transfer any amount to any of its reserves for the Financial Year 2023 - 24 Accordingly, the entire balance available in the Statement of Profit and Loss is retained.

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL

a) During the financial year 2023 - 24, the authorised share capital of the Company had been increased from Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

b) During the financial year 2023 - 24, the Company allotted 37,00,000 Equity Shares of Rs. 10.00 each of the Company for cash at a price of Rs. 30.00 per share (including a premium of Rs. 20.00 per Equity Share) (the “ISSUE PRICE”) to the BSE approved list of allottees pursuant to the Initial Public Offering (“IPO”) on 27^th April, 2023.

c) The Paidup Share Capital of the Company as on 31^st March, 2024, is Rs. 13,94,00,000/- (Rupees Thirteen Crores and Ninety Four Lakhs Only) divided into 1,39,40,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S 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.

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

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

NIL

CREDIT RATING

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

TRANSFER OF SHARES OR AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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 Company’s 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.

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

During the financial year 2023 - 24, no penalties have been imposed on the company by any regulatory authorities.

PUBLIC 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 2024.

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 2023 - 24.

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 2023-24. 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.

STATUTORY AUDITOR’S REPORT

The Statutory Auditors' Report for the Financial Year 2023 - 24 does not contain any qualification, reservation or adverse remarks and the same is enclosed with the audited financial statements in this Annual Report.

ANNUAL RETURN

The Draft Annual Return of the Company is available on the company’s

website:https://retinapaints.com/policy-

documents/Draft Form MGT 7 310824.pdf

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2023 - 24, provisions of Section 135 of the Companies Act, 2013 are not applicable.

BOARD OF DIRECTORS

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. Smt. Chithra Ramu (DIN: 02326177) was appointed as Non-Executive and Non-Independent Director of the company w.e.f 25.11.2022.

4. Shri. C.N. Srinivasan (DIN: 09802425) 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. 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.

6. 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.

7. Shri. Koyyala Raju (DIN: 10734973) was appointed as Additional Director (Independent) of the Company for a period of five years w.e.f. 05.09.2024 to 04.09.2029 subject to the approval of the shareholders of the Company.

DIRECTORS RETIRING BY ROTATION

• Smt. Chithra Ramu, Non-Executive and Non-Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The profile of Smt. Chithra Ramu is given in the Annexure to the notice of AGM.

KEY MANAGERIAL PERSONNEL

CHANGE IN CHIEF FINANCIAL OFFICER/COMPANY SECRETARY

During the year Smt. Ramya Ramakrishnan resigned from her position as Chief Financial Officer of the Company with effect from 14^th November 2023.

During the year Shri. Suda Vishnu Vardhan was appointed as Chief Financial Officer of the Company with effect from 11^th March 2024.

STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2023 - 24

No Independent Directors were appointed during the financial year 2023-24. MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 6 times and the maximum gap between two meetings was less than One Hundred and Twenty Days. The details of the meetings are as follows:

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 date of this Report is as follows:

During the year under review, 6(six) meetings of Audit Committee were held. The details of the meetings are as follows:

ii. NOMINATION AND REMUNERATION COMMITTEE Composition, Meetings and Attendance

The composition of the Nomination and Remuneration Committee as on date of this Report is as follows:

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

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee as on date of this Report is as follows:

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

COMPANIES WHICH HAVE BECOME OR SEIZED TO BE THE SUBSIDIARIES/ JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

During the financial year, the Company did not have any Subsidiaries, Joint Ventures, or Associate Companies. However, on 30^th July 2024, the Company incorporated a wholly-owned subsidiary in the name of M/s. Retina Retail Limited.

ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of the Managing Director, other Directors, Committees, Key Managerial Personnel and Senior Executives have been evaluated considering various evaluation aspects.

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 - 2023-24 one meeting of Independent Directors Directors without the presence of Non - Independent Directors was held on 11.03.2024.

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.

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 Company's 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 Company's code of conduct. The policy is disclosed on the Company's website www.retinapaints.com

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 Company's 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.

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. During the year under Review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 in Company’s website www.retinapaints.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014.

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 Company’s 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 Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course of business and at arm’s length basis. There were no materially significant transactions with related parties during the Financial Year 2023 - 24 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. Details of contracts / arrangements with related parties as required under Section 188 (1) and 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 have been disclosed in Form AOC-2 and is attached as “ANNEXURE - C” (Form AOC-2), which forms an integral part of this Report.

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.

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 - D”.

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 2024 is enclosed as “ANNEXURE -E” which forms an integral part of this report.

PARTICULARS OF EMPLOYEES

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.

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, 2024, 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 2024 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 Company's 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.

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.

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.

NOMINATION AND REMUNERATION POLICY

The Board at its meeting held on 29^th December, 2022, duly approved the Company’s policy on Director’s 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 Company’s website https://www.retinapaints.com/policv-documents/NRC%20Policv.pdf.

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.

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.

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.

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

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: 05.09.2024 DIN: 03214046 DIN: 07108068

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