Shareholders meeting

Proceedings of the 66th Annual General Meeting of the Company held on June 20, 2026 at 11:00 AM 66th AGM PROCEEDINGS Seshasayee Paper and Boards Limited SESHASAYEE PAPER AND BOARDS LIMITED CIN: L21012TZ1960PLC000364 Sixty Sixth Annual General Meeting Proceedings Date : Saturday, June 20, 2026 Time : 11.00 AM Venue : Video Conference PRESENT THROUGH VIDEO CONFERNCE Sri N Gopalaratnam : Chairman Sri Mohan Verghese Chunkath : Independent Director & Chairperson of the Risk Management Committee Sri T C A Ranganathan : Independent Director & Chairperson of the Stakeholders Relationship Committee Dr C Chandramouli : Independent Director & Chairperson of the Corporate Social Responsibility Committee Sri Anurag Mishra, IFS : Nominee Director from Govt. of Tamilnadu. Sri Ganesh Balakrishna Bhadti : Executive Director (Operations & Projects) Sri S Srinivas : Director (Finance) & Secretary Statutory Auditor Sri Sanjeev Aditya : Partner, M/s Suri & Co. Internal Auditor Sri N R Suresh : Partner, M/s Maharaj N R Suresh and Co Secretarial Auditor Mrs. Swetha Subramanian : Partner, M/s Lakshmmi Subramanian & Associates Cost Auditor Mrs Meena Ramji : Partner, M/s S.Mahadevan & Co. Scrutiniser Sri K Sankara Subramanian : K Sankara Subramanian & Associates Members present in person : 605 holding 3,01,97,200 Shares Page 1 of 7 66th AGM PROCEEDINGS Seshasayee Paper and Boards Limited I CHAIRMAN OF THE MEETING: Sri N Gopalaratnam, Chairman of the Board of Directors, being the Chairman of the Meeting in terms of Article 70 of the Articles of Association of the Company, took the Chair. II QUORUM The Chairman noted that 418 Shareholders were present in Video Conference (VC) at the beginning of the meeting. Requisite quorum being present, the Chairman called the meeting to order and welcomed the Shareholders present. The meeting commenced at 11.00 AM. With subsequent participation during the meeting, the members in attendance increased to 605 persons. III INTRODUCTION The Chairman introduced the Directors present at the meeting to the Shareholders. Chairman took the roll call and each Director present, identified himself / herself and registered their presence in the AGM held thro’ VC. Chairman informed the shareholders that Smt.Sheela Balakrishnan, Independent Director & Chairperson of the Project Committee and Nomination and Remuneration Committee, could not join this AGM due to her hospitalization and she has sought leave of absence. Chairman informed the shareholders that Sri.S.Durgashankar, Independent Director & Chairperson of the Audit Committee, could not join this AGM since his mother passed away the previous day evening. He has sought leave of absence and has further authorized Mr.Srinivas, Director (Finance) & Secretary to answer the queries, if any on financials, from the shareholders. Chairman noted the presence of Statutory Auditor, Secretarial Auditor, Cost Auditor, Internal Auditor and the Scrutiniser for this AGM. Sri S Srinivas, Director (Finance) & Secretary provided the general instructions to the members regarding participation in the meeting. IV REGISTERS The Register of Directors and Key Managerial Personnel and their shareholdings and Register of Contracts were made available electronically for inspection by the Members during the AGM. V NOTICE AND BOARD’S REPORT The Notice for the meeting and the Board’s Report to the Shareholders were taken as read with the consent of the Shareholders present. Page 2 of 7 66th AGM PROCEEDINGS Seshasayee Paper and Boards Limited VI CORPORATE VIDEO A short Corporate Video, showcasing the Genesis and ESG embedded Growth Story of SPB was played, with the approval of the Chairman. VII CHAIRMAN’S SPEECH The Chairman then addressed the Shareholders. The Chairman’s address covered areas of Global / Indian Economy, status of Indian Paper Industry, near term challenges, Company’s performance in FY 2025-26, Company’s ESG embedded Growth projects and outlook for financial year 2026-27, etc. VIII PRESENTATION BY EXECUTIVE DIRECTOR (OPERATIONS & PROJECTS) Sri Ganesh Balakrishna Bhadti, Executive Director (Operations & Projects), made a presentation on the performance of the Company and the key highlights for the Financial Year 2025-26. IX AUDIT REPORT Sri S Srinivas, Director (Finance) & Secretary, informed the shareholders that pursuant to Section 146 of the Companies Act, 2013, the Report of the Statutory Auditor, included in Pages 170 to 183 relating to Standalone Ind-AS Financial Statements and Pages 247 to 257 relating to Consolidated Ind-AS Financial Statements of the 66th Annual Report, does not contain any qualifications, reservations or adverse comments. Thereupon, the Auditors’ Reports to Shareholders were taken as read. X SECRETARIAL AUDIT REPORT Sri S Srinivas, Director (Finance) & Secretary, informed the Shareholders that the Company has obtained Secretarial Audit Report from M/s Lakshmmi Subramanian & Associates, Practicing Company Secretaries, pursuant to Section 204 of the Companies Act, 2013 which is included in Pages 162 to 166 of the 66th Annual Report. He informed the Shareholders that there are no qualifications, observations or comments or other remarks mentioned in the Secretarial Audit Report. XI INTRODUCTION TO RESOLUTIONS The Chairman observed that there are five Resolutions proposed to be passed at this 66th Annual General Meeting - 5 Ordinary Resolutions. He briefly narrated the background and purpose of each of these Resolutions. XII VOTING OPTIONS The Chairman mentioned that the Company has offered two alternative voting options to Shareholders, viz., Remote e-voting and E-voting during AGM. Page 3 of 7 66th AGM PROCEEDINGS Seshasayee Paper and Boards Limited XIII REMOTE E-VOTING The Chairman mentioned that Remote e-voting facility had been offered pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014. The Company engaged the services of National Securities Depository Limited (NSDL) for this purpose. The Remote e-voting commenced on June 17, 2026 (09.00 AM) and closed on June 19, 2026 (05.00 PM). XIV E-VOTING DURING AGM The Chairman informed the Shareholders that pursuant to the amended Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014 and the circulars issued by the Ministry of Corporate Affairs in this regard, the Company is also offering the facility to vote through electronic means during the meeting. He further informed that only Shareholders who have not already exercised their voting rights under Remote e-voting would now be entitled to cast their vote at the AGM. XV SCRUTINISER The Chairman mentioned that Sri K Sankara Subramanian, Practicing Company Secretary (Membership No. F11241 / COP:15994) has been appointed as Scrutiniser for the e-voting process. He would furnish individual as well as combined report in respect of votes cast for all the five Resolutions proposed at this meeting. XVI QUERIES AND REPLY The Chairman thereupon invited queries from the Shareholders relating to Annual Report, Accounts and functioning of the Company. The Company had received requests from 12 shareholders, to be a ‘Speaker Shareholder’ for the purpose of AGM. 10 Speaker shareholders were present in the VC and raised their questions. The Queries raised by the shareholders were answered by the Chairman. XVII ANNOUNCEMENT OF VOTING RESULTS The Chairman observed that only Shareholders who have not already exercised their voting rights under Remote e-voting can exercise ‘E-Voting during the meeting’, which will be open until 15 minutes after the closure of the meeting. The Chairman authorised Sri.S.Srinivas, Director (Finance) & Secretary, to declare the result of the voting and place the results on the website of the Company at the earliest. The Chairman declared that the resolutions, as set forth in the Notice, shall be deemed to be passed today subject to receipt of requisite number of votes. [Showing first 8,000 characters — download PDF for full document]