Seshasayee Paper & Boards Ltd. — Proxy Solicitation & Information Statement 2026

May 26, 2026

SESHASAYEE PAPER AND BOARDS LIMITED

NOTICE

Notice is hereby given that the 66th Annual General Meeting (AGM) of the Company will be held on Saturday, the June 20, 2026 at 11.00 AM (IST) through Video Conference (VC) or Other Audio-Visual Means (OAVM), to transact the following business.

ORDINARY BUSINESS

1. To receive, consider and adopt the Financial Statements for the financial year ended March 31, 2026.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Financial Statements, including the Consolidated Financial Statements, of the Company for the financial year ended March 31, 2026 and the Reports of the Board of Directors and Auditors thereon be and are hereby considered and adopted”.

1. Declaration of Dividend

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT

(i) a dividend of ₹ 2.00 (Rupees Two only) per fully paid up Equity Share, be and is hereby declared for the Financial Year 2025-26 on 6,30,68,140 Equity Shares of face value of ₹ 2/- each fully paid-up;

(ii) the dividend amount to each eligible shareholder be rounded off to the nearest rupee;

(iii) the dividend be paid to those Members of the Company whose names appear in the Register of Members of the Company in the case of physical holding and to the beneficial owner of the shares recorded with the Depositories in the case of demat holding as per details furnished by National Securities Depository Limited / Central Depository Services (India) Limited, as on June 10, 2026” (“Record date for Dividend”).

1. Re-appointment of retiring Director.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT Sri Ganesh Balakrishna Bhadti, Executive Director (Operations & Projects) (DIN: 09634741), who retires by rotation, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation”.

1. Re-appointment of retiring Director.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT Sri S Srinivas, Director (Finance) & Secretary, (DIN: 09713128), who retires by rotation, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation”.

SPECIAL BUSINESS

1. Remuneration to Cost Auditor.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT, pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and as recommended by

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SESHASAYEE PAPER AND BOARDS LIMITED

the Audit Committee and approved by the Board of Directors, M/s. S.Mahadevan & Co., Cost Accountants (Firm Registration No.000007), the Cost Auditor appointed by the Board of Directors of the Company to conduct the audit of cost records of the company for the financial year 2026-27, be paid the remuneration as set out in the statement annexed to the notice convening this meeting.

RESOLVED FURTHER THAT the Board of directors be and is hereby severally authorized to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of effectuating the above resolution".

(By Order of the Board)
For Seshasayee Paper and Boards Limited

S Srinivas
Director (Finance) & Secretary

Chennai
May 12, 2026

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SESHASAYEE PAPER AND BOARDS LIMITED

NOTES:

1. AGM thro' Video Conference (VC) / Other Audio Visual Means (OAVM)

Ministry of Corporate Affairs (MCA) vide its circular dated 22.09.2025, in continuation of its earlier circulars on the subject, has allowed companies to hold their Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) till further orders.

Accordingly, the 66th Annual General Meeting of the Company will be held through VC / OAVM and Members can attend and participate in the AGM through VC / OAVM only. The registered office of the Company shall be deemed to be venue of the AGM.

1. Proxy

A Member, entitled to attend and vote at the meeting, is entitled to appoint one or more Proxies to attend and vote on a poll instead of himself and such Proxy need not be a Member of the Company. Since the AGM is being held in accordance with the MCA Circulars through VC, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of Proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

However, Body Corporates, who are Members of the Company and are entitled to appoint authorised representatives are requested to send a duly certified copy of Board Resolution authorising their representative(s) to attend the AGM through VC and participate thereat and cast their votes through e-Voting, pursuant to Section 113 of the Companies Act, 2013.

1. Quorum

Participation of Members through VC will be reckoned for the purpose of quorum for the AGM, as per section 103 of the Companies Act, 2013 ("the Act").

1. Statutory Registers

The Statutory Registers as maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested, as maintained under Section 189 of the Act, will be available electronically for inspection by the Members during the AGM. All documents referred to in the Notice will also be available for inspection electronically, without payment of any fee by the Members from the date of circulation of this Notice up to the date of AGM, i.e. June 20, 2026. Members, seeking to inspect such documents, can send an email to secretarial@spbltd.com.

1. Particulars of Directors

Particulars of Directors seeking re-appointment, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings are given in Appendix -A.

1. Book Closure

The Register of Members and the Share Transfer Books will be closed from Thursday, the June 11, 2026 to Saturday, the June 20, 2026 (both days inclusive).

1. Record Date for Dividend

The Record Date, for the purpose of determining Members who are eligible to receive Dividend for the Financial Year 2025-26, is fixed as June 10, 2026.

1. Dividend

The Board of Directors, at their meeting held on May 12, 2026, has recommended payment of Dividend of ₹ 2.00 per Equity Share of face value of ₹ 2.00 each, for the financial year 2025-26.

On declaration of the Dividend as above, at the AGM, the same will be paid on Monday, the June 22, 2026 electronically to those Members who have updated their bank

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details with their Depository Participants (DP) or with the Company / Registrar and Transfer Agent (RTA). The payment of such dividend is subject to deduction of tax at source.

For Members who have not updated their bank account details, dividend warrants / demand drafts will be sent to their registered addresses. To avoid delay in receiving the Dividend, Members are requested to update their KYC with their Depository Participants (DP) or with the Company / RTA to receive the Dividend directly into their bank account on the payout date.

9 Tax deduction at source

Members may note that as per the Income Tax Act, 2025, ("the IT Act"), as amended from time to time, read with the provisions of the erstwhile Income Tax Act 1961, Dividend paid or distributed by a Company shall be taxable in the hands of Members. The details in this regard are given in Appendix - B to this Notice.

10 Form 121 (earlier Form Nos.15G & 15H)

Declaration in Form No. 121 (Declarations under section 393(6) of Income Tax Act, 2025 for receipt of certain incomes without deduction of tax), fulfilling certain conditions to claim exemption from deduction of tax at source, should be sent to the RTA on or before June 10, 2026. Please download Form 121 from the Income Tax website https://www.incometaxindia.gov.in/documents/d/guest/fn-121.

11 Unclaimed Dividend

Unclaimed Dividend for over 7 years and the underlying shares thereof will be transferred to the Investor Education and Protection Fund. Members may refer to Page 92 of the Annual Report and lodge their claim, if any, immediately with RTA / Investor Education and Protection Fund. For any assistance required, the Member may write to the Company or its RTA.

12 In compliance with the MCA and SEBI Circulars, Notice of the AGM along with the Annual Report for 2025-26 is being sent only through electronic mode, to those Members whose e-mail addresses are registered with their Depository Participants (DP) or with the Registrar & Transfer Agent (RTA).

Further, in accordance with amended Regulation 36(1)(b) of SEBI (LODR), letter providing the web-link, including the exact path, where complete details of the Annual Report for FY 2025-26 of our company is available, is being sent by registered post to those Members who have not registered their email address with the Company.

Members may note that the Notice and Annual Report for FY 2025-26 will also be available on the Company's website www.spbltd.com, websites of the Stock Exchanges viz., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL, https://www.evoting.nsdl.com.

Instructions to Members for attending the AGM through Video Conference is given in Appendix - C.

13 Voting facilities

(a) Remote e-Voting

Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015, as amended from time to time, the Company provides facility for its Members to exercise their voting right by electronic means.

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SESHASAYEE PAPER AND BOARDS LIMITED

Process and manner of e-Voting, containing detailed instructions, is given in Appendix - C.

(b) Voting at Annual General Meeting (E-Voting during the AGM)

Members present in the AGM through VC and who have not cast their vote on the Resolutions through Remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through the e-Voting system during the AGM. The Procedure for e-Voting on the day of AGM is same as the instructions given for Remote E-Voting in Appendix - C.

Members who need assistance before or during the AGM in the use of technology, can send a request to 'evoting@nsdl.com' or use Toll-free Nos. 022 - 4886 7000 or Contact Mr Prajakta Pawle, Executive, NSDL at the designated e-mail ID: 'evoting@nsdl.com'.

14 Permanent Account Number

SEBI has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form are required to submit their PAN details to the RTA.

15 Route Map

Since the AGM will be held through VC, the Route Map is not annexed in this Notice.

16 Nomination Facility

As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The form can be downloaded from the Company's website www.spbltd.com. Members are requested to submit these details to their DP in case the shares are held by them in electronic form and to the RTA in case the shares are held in physical form.

17 The Scrutiniser will submit his report to the Chairman of the Company ("the Chairman") or to any other person authorised by the Chairman after the completion of the scrutiny of the e-Voting (vote cast during the AGM and vote cast through Remote e-Voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scrutiniser's Report shall be communicated to the Stock Exchanges, NSDL and RTA and will also be displayed on the Company's website, www.spbltd.com.

(By Order of the Board)

For Seshasayee Paper and Boards Limited

S Srinivas

Director (Finance) & Secretary

Chennai

May 12, 2026

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SESHASAYEE PAPER AND BOARDS LIMITED

EXPLANATORY STATEMENT

(Pursuant to Section 102(1) of the Companies Act, 2013 and forming part of the notice)

Item No. 5

Remuneration to Cost Auditor

The Company is engaged in the manufacture of paper and paper boards at its unit at Erode and Tirunelveli. It has been maintaining cost accounting records and the cost records are audited under the provisions of the Companies Act, 2013.

While the remuneration for the audit of cost records is determined by the Board of Directors on the recommendations of Audit Committee, it will have to be approved by the Members at the following General Meeting.

Pursuant to the above, the Board of Directors have appointed M/s S.Mahadevan & Co., Cost Accountants (Firm Registration No. 000007), for the audit of cost records of the Company for the financial year 2026-27 and determined their remuneration at ₹ 4,00,000 (Rupees Four lakhs only), in addition to Goods and Service Tax and reimbursement of actual expenses, if any, incurred in connection with the Audit. It is now placed for the approval of the Members in accordance with Section 148(3) of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

Copies of relevant Resolutions of the Audit Committee / Board and other relevant documents are available for inspection of the Members during business hours on any working day prior to the date of the meeting.

No Director, Key Managerial Personnel or relative of them is concerned or interested, financially or otherwise, in this business.

Accordingly, the Board recommends the Ordinary Resolution set out in Agenda 5 of the Notice for approval of the Shareholders.

(By Order of the Board)

For Seshasayee Paper and Boards Limited

S Srinivas

Director (Finance) & Secretary

Chennai

May 12, 2026

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Appendix-A

Re-appointment of a Director:

Disclosure required under Clause 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings in respect of a Director seeking re-appointment at the 66th Annual General Meeting:

SRI GANESH BALAKRISHNA BHADTI

Director Identification Number	:	09634741
Date of Birth & Age	:	21.04.1962 (64 years)
Date of last appointment as a whole-time director	:	14.06.2025
Qualification	:	B.A.Sc, MBA
Expertise in specific functional areas	:	Sri Ganesh Balakrishna Bhadti is an accomplished Pulp and Paper Industry professional, with over 38 years of industry experience. He has wide experience in Pulp and Paper Industry serving top companies in leadership positions.
Terms and conditions of re-appointment	:	He is proposed to be re-appointed as a Director of the Company, liable to retire by rotation.
Remuneration last drawn	:	₹ 1.74 crores for FY 2025-26
Number of shares held in the Equity Capital of the Company	:	Nil
Relationship with other Directors	:	He is not related to any other Director
Number of Board Meetings attended during the year	:	7 (100%)
Resignation of directorships from listed entities during the past 3 years	:	Nil
Directorship in other Companies	:	Nil
Committee / executive positions held in other Companies	:	Nil

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SESHASAYEE PAPER AND BOARDS LIMITED

SRI S SRINIVAS

Director Identification Number	:	09713128
Date of Birth & Age	:	10.07.1982 (44 years)
Date of last appointment as a whole-time director	:	14.06.2025
Qualification	:	B.Com, ACMA, CGMA, ACS
Expertise in specific functional areas	:	He is a Cost Accountant, Company Secretary and Chartered Global Management Accountant (CGMA) from the Chartered Institute of Management Accountants (CIMA), UK. He has to his credit nearly 23 years of experience in the areas of Accounting, Finance, Indirect Taxes and Statutory Compliances.
He is presently in charge of the Finance, Accounts, Taxation, Legal, IT and Secretarial functions of the Company.
Terms and conditions of re-appointment	:	He is proposed to be re-appointed as a Director of the Company, liable to retire by rotation.
Remuneration last drawn	:	₹ 0.98 crores for FY 2025-26
Number of shares held in the Equity Capital of the Company	:	Nil
Relationship with other Directors	:	He is not related to any other Director
Number of Board Meetings attended during the year	:	7 (100%)
Resignation of directorships from listed entities during the past 3 years	:	Nil
Directorship in other Companies	:	Ultra Investments and Leasing Company Private Limited
Committee / executive positions held in other Companies	:	Nil

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SESHASAYEE PAPER AND BOARDS LIMITED

Appendix - B

Tax Deduction at Source (TDS) provisions under the Income Tax Act, 2025, for Resident and Non-Resident shareholder categories, on the Dividend payment:

In accordance with the provisions of the Income-tax Act, 2025 ('IT Act') and the Income Tax Rules, 2026, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company is required to deduct tax at source ('TDS') on dividend at the applicable rates. The tax deduction / withholding tax rate would vary depending on the residential status of the Shareholder and the exemptions as enumerated in the Act subject to fulfilling the documentary requirements.

This appendix provides the applicable Tax Deduction at Source (TDS) provisions under the Income Tax Act, 2025 for Resident and Non-Resident shareholder categories.

I For Resident Shareholders:

Tax shall be deducted from Dividend paid to resident shareholders as per the details provided below:

Particulars	Applicable Rate *	Document Required (if any)
With PAN	10%	Update the PAN, if not already done, with the depositories (in case of shares held in demat mode) and with the Company's Registrar and Transfer Agents - Integrated Registry Management Services Pvt. Ltd (in case of shares held in physical mode).
Without PAN / With Invalid PAN	20%
Submitting Form 121 under the Income Tax Rules, 2026	Nil	Declaration in Form No. 121. Please download Form 121 from the Income Tax website www.incometaxindia.gov.in.
Submitting Order under Section 395 of the Income Tax Act, 2025 (Act)	Rate provided in the Order	Lower / NIL in accordance with tax certificate obtained from tax authority.
Shareholders (e.g. LIC, GIC) for whom Section 393 of the Act is not applicable	Nil	Documentary evidence of being an entity covered under Section 393 (where TDS is not applicable).
Persons Covered under Section 393 of the Act (e.g. Mutual Funds, Govt.)	Nil	Self-declaration and Documentary evidence of registration that the person is covered under said Section 393 of the Act.

• Notwithstanding the above, tax would not be deducted on payment of dividend to resident Individual shareholder, if total dividend to be paid in Tax Year 2026-27 does not exceed ₹ 10,000/-.

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SESHASAYEE PAPER AND BOARDS LIMITED

II Non-Resident Shareholder:

Particulars	Applicable Rate	Document Required (if any)
Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)	20% (plus applicable surcharge and cess)	None
Other Non-resident Shareholders	20% (plus applicable surcharge and cess) (or) Tax Treaty Rate** (whichever is lower)	In order to apply the Tax Treaty rate, following documents would be required:
1) Copy of Indian Tax Identification Number (PAN), if available.
2) Tax Residency Certificate (TRC) for tax year 2026-27 obtained from the tax authorities of the Country of which the Shareholder is a resident.
3) Electronically generated Form 41 from the link https://www.incometaxindia.gov.in/documents/d/guest/form-no-41-1.
4) Self-declaration from Non Resident, primarily covering the following:
- Non Resident is eligible to claim the benefit of respective Tax Treaty.
- Non Resident receiving the dividend income is the beneficial owner of such income.
- Dividend income is not attributable / effectively connected to any Permanent Establishment (PE) or Fixed Base in India.
Submitting Order u/s 395 (i.e. lower or NIL withholding tax certificate)	Rate provided in the Order	Lower / NIL withholding tax certificates obtained from tax authority.

** The Company is not obligated to apply the beneficial Tax Treaty Rates at the time of tax deduction / withholding on dividend amounts. Application of beneficial Tax Treaty Rate shall depend upon the completeness of the documents submitted by the Non Resident Shareholder and review to the satisfaction of the Company.

Shareholders who are exempted from TDS provisions through any Circular or Notification shall provide documentary evidence in relation to the same, to enable the Company in applying the appropriate TDS on Dividend payment to such Shareholder.

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SESHASAYEE PAPER AND BOARDS LIMITED

The afore-mentioned documents are required to be e-mailed to kalyan@integratedindia.in.

All required documents should reach us on or before June 10, 2026 in order to enable the Company to determine and deduct appropriate TDS / withholding tax. Communication on the tax determination / deduction shall not be entertained post June 10, 2026.

If the tax on said Dividend is deducted at a higher rate in absence of receipt of or satisfactory completeness of the afore-mentioned details / documents by June 10, 2026, the Shareholder may claim an appropriate refund in the return of income filed with their respective Tax Authorities.

No claim shall lie against the Company for such taxes deducted.

The Company will arrange to email a soft copy of the TDS certificate at the Shareholders registered email ID in due course, post payment of the said Dividend. Shareholders will also be able to see the credit of TDS in Form 168, which can be downloaded from their e-filing account at https://eportal.incometax.gov.in/iec/foservices/#/login.

We request your cooperation in this regard.

III For Shareholders having multiple accounts under different status / category :

Shareholders holding shares under multiple accounts under different status / category and single PAN, may note that, higher of the tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts.

Disclaimer: This Appendix shall not be treated as an advice from the Company or its Registrar & Transfer Agent. Shareholders should obtain the tax advice related to their tax matters from a tax professional regarding their specific status under the Income Tax Act, 2025.

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SESHASAYEE PAPER AND BOARDS LIMITED

Appendix - C

Voting Process and Instructions:

(A) Remote e-Voting (Voting through electronic means)

(i) In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, as amended from time to time, the Company is pleased to provide its Members facility to exercise their right to vote at the 66th Annual General Meeting (AGM) by electronic means. The facility of casting votes by a Member using an electronic voting system from a place other than the venue of the AGM (remote e-Voting) will be provided by National Securities Depository Limited (NSDL) and the items of business as detailed in this Notice may be transacted through remote e-Voting.

(ii) A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date of June 13, 2026 only shall be entitled to avail the facility of Remote e-Voting.

(iii) The Members who have cast their votes through Remote e-Voting prior to the AGM may also attend / participate in the AGM through VC, but shall not be entitled to cast their vote again.

(iv) The Remote e-voting period commences on June 17, 2026 (9:00 AM) and ends on June 19, 2026 (5:00 PM). During this period,

Members of the Company holding shares either in physical form or in dematerialised form, as on the cut-off date of June 13, 2026, may cast their vote electronically. The Remote e-Voting module shall be disabled by NSDL for voting thereafter.

(v) The voting rights of Members shall be in proportion to their share of the Paid-up Equity Share Capital of the Company as on the cut-off date of June 13, 2026.

(vi) The details of the process and manner for e-voting and voting during AGM are explained below:

Step 1: Access to the NSDL e-voting system

Step 2: Cast your vote electronically on NSDL e-voting system

Step 1: Access to the NSDL e-voting system

A) Login method for e-voting and joining virtual meeting / voting during the meeting for individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 09, 2020 on "e-Voting facility provided by Listed Companies", individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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SESHASAYEE PAPER AND BOARDS LIMITED

Type of shareholders	Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL.	1. For OTP based login, you can click on https://eservices.nsdl.com/
SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit
DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP.
Enter the OTP received on registered email id/mobile number and
click on login. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during
the meeting.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
   https://eservices.nsdl.com either on a Personal Computer or on a
   mobile. On the e-Services home page click on the “Beneficial Owner”
   icon under “Login” which is available under ‘IDeAS’ section, this
   will prompt you to enter your existing User ID and Password. After
   successful authentication, you will be able to see e-Voting services
   under Value added services. Click on “Access to e-Voting” under
   e-Voting services and you will be able to see e-Voting page. Click on
   company name or e-Voting service provider i.e. NSDL and you will be
   re-directed to e-Voting website of NSDL for casting your vote during
   the remote e-Voting period or joining virtual meeting & voting during
   the meeting.

2. If you are not registered for IDeAS e-Services, option to register is
   available at https://eservices.nsdl.com. Select “Register Online for
   IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/
   IdeasDirectReg.jsp.

3. Visit the e-Voting website of NSDL. Open web browser by typing the
   following URL: https://www.eVoting.nsdl.com/ either on a Personal
   Computer or on a mobile. Once the home page of e-Voting system
   is launched, click on the icon “Login” which is available under
   ‘Shareholder/Member’ section. A new screen will open. You will have
   to enter your User ID (i.e. your sixteen digit demat account number
   hold with NSDL), Password/OTP and a Verification Code as shown
   on the screen. After successful authentication, you will be redirected
   to NSDL Depository site wherein you can see e-Voting page. Click on
   company name or e-Voting service provider i.e. NSDL and you will be
   redirected to e-Voting website of NSDL for casting your vote during
   the remote e-Voting period or joining virtual meeting & voting during
   the meeting. |

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SESHASAYEE PAPER AND BOARDS LIMITED

Type of shareholders	Login Method
Individual
Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

2. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
   | Individual
   Shareholders (holding securities in demat mode) logging through their depository participants | 1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.

4. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.

5. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |

Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at toll free No. 022 - 4886 7000.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free No. 1800-21-09911.

B) Login method for e-voting and joining virtual meeting / voting method during the meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
3. A new screen will open. You will have to enter your User ID, your Password / OTP and a Verification Code as shown on the screen.
4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically on NSDL e-voting system.
5. Your User ID details are given below:

Manner of holding shares	Your User ID is:
For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 139342 then user ID is 139342001

1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

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SESHASAYEE PAPER AND BOARDS LIMITED

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

2. Now, you will have to click on "Login" button.

3. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join general meeting on NSDL e-Voting system.

1. After successful logging at Step 1, you will be able to see the "EVEN" of all Companies in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting"

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by your vote and click on "Submit" and also "Confirm" when prompted.

5. Upon confirmation, the message "Vote cast successfully" will be displayed.

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SESHASAYEE PAPER AND BOARDS LIMITED

1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
2. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for procuring user id and password for e-voting for those shareholders whose email ids are not registered with the depositories / company:

Members holding shares in dematerialised form and whose e-mail IDs are not registered with the Company / Depository Participants, as well as for Members holding shares in physical form may follow the process detailed below for registration of e-mail ID to obtain user ID / Password for e-Voting and updation of Bank account mandate for receipt of Dividend :

Type of holder	Process to be followed
Physical	Send a request to the RTA of the Company, Integrated Registry Management Services Pvt. Ltd at kalyan@integratedindia.in providing Folio No., Name of Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar card) for updating bank account details.

◊ The following additional details need to be provided in case of updating bank account details:
◊ Name and address of the branch of the Bank in which you wish to receive the dividend.
◊ Bank account type.
◊ Bank account number allotted by their Banks after implementation of core banking solutions.
◊ 9 digit MICR Code Number.
◊ 11 digit IFSC.
◊ Scanned copy of the cancelled cheque leaf bearing the name of the first Member |
| Demat | Please contact your DP and register your e-mail address as per the process advised by your DP. |

The instructions for members for e-voting on the day of the AGM are as under:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC facility and have not cast their vote on the Resolutions through Remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

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SESHASAYEE PAPER AND BOARDS LIMITED

1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

2. The Chairman will fix the time for voting at the meeting.

The instructions for members for attending the AGM through VC are as under :

1. Member will be provided with a facility to attend the AGM through VC through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against the Company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder / Member login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the Remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that participants connecting from mobile devices or tablets or through Laptop connecting via Mobile Hotspot may experience audio / video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members can join the AGM in the VC mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC will be made available for 1,000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.

6. The Company reserves the right to limit the number of Members asking questions depending on the availability of time at the AGM.

7. Shareholders who would like to express their views / ask questions during the meeting, may register themselves as a speaker by sending their request mentioning their name, demat account / folio number, email id, mobile number at secretarial@spbltd.com on or before 05.00 PM IST on Saturday, June 13, 2026. Members, who register themselves as speaker Shareholders would receive a separate link from the Company, thro' which they may join and raise questions during the AGM, as and when allowed by the moderator for the meeting. Those shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting.

8. Shareholders may also send their questions in advance mentioning their name demat account number / folio number, email id, mobile number at secretarial@spbltd.com, on or before 05.00 PM IST on Saturday, the June 13, 2026. The same will be replied by the Company suitably.

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SESHASAYEE PAPER AND BOARDS LIMITED

General instructions :

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to shankartheacs5@gmail.com with a copy marked to evoting@nsdl.com.

2. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “eVoting” tab in their login.

3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details / Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 or send a request to evoting@nsdl.com, or contact Mr. Prajakta Pawle, Executive, National Securities Depository Ltd., at designated email IDs: evoting@nsdl.com to get your grievances on e-voting addressed.

5. The cut-off date for the purpose of e-Voting has been fixed as June 13, 2026. Members holding shares as on this cut-off date should endeavor to cast their vote in any one of the two modes.

6. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes Member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. June 13, 2026 may obtain the login ID and password by sending a request at evoting@nsdl.com or Issuer/ RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details / Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 022 - 4886 7000.

7. In case of Individual Shareholder holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. June 13, 2026, may follow steps mentioned in the Notice of AGM.

8. Sri K Sankarasubramanian, Practicing Company Secretary (Membership No. F11241/ COP: 15994) has been appointed as the Scrutiniser.

9. The Scrutiniser will, after the conclusion of Voting at the AGM:

(i) First count the votes cast at the meeting thro e-Voting.

(ii) Then unblock the votes cast through Remote E-Voting.

(iii) All the above will be done in the presence of two witnesses not in the employment of the Company.

(iv) Make a consolidated Scrutiniser’s Report (integrating the votes cast at the meeting and through Remote e-Voting) of the total votes cast in favour or against, if any, to the Chairman.

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SESHASAYEE PAPER AND BOARDS LIMITED

(v) The Scrutiniser's Report as above would be made soon after the conclusion of AGM and in any event not later than 48 hours from the conclusion of the Meeting.

1. Voting Results:

(i) The Chairman or a person authorised by him in writing shall declare the result of the voting based on the Scrutiniser's Report.

(ii) The results declared along with the Scrutiniser's Report will be placed on the Company's website www.spbltd.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared and also communicated to NSE and BSE.

(iii) Subject to receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date of AGM.

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SESHASAYEE PAPER AND BOARDS LIMITED

Request to Shareholders

The Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014 requires the Company to keep the Register of Members in Form No. MGT-1. As compared to the Register of Members under the old Act, the new Law calls for certain additional information to be recorded. In order that the Company is facilitated to comply with same, shareholders are requested to send the following information for updating their records in our Register of Members:

i) Name of the member
ii) Folio/ DP ID - Client ID
iii) Email address
iv) Permanent Account Number (PAN)
v) CIN (in the case of company)
vi) Unique Identification Number
vii) Father/ Mother/ Spouse name
viii) Occupation
ix) Status
x) Nationality
xi) In case of minor, name of guardian and date of birth of minor
xii) Instructions, if any for sending Notice etc.

For shareholders holding shares in physical form

As an ongoing measure to enhance the ease of doing business for investment, SEBI vide its circular dated 03.11.2021 has prescribed common and simplified forms for processing any service requests.

SEBI vide its Master circular dated 07.05.2024 (rescinded by SEBI vide Master Circular dated 23.06.2025 and 06.02.2026) to RTAs stated that the folios without PAN, KYC details and Nomination (made optional vide SEBI circular dated 10.06.2024) shall be eligible to lodge any grievance or avail service request and for payment including dividend only through electronic mode w.e.f 01.04.2024 and intimation on the same to be sent by the listed companies. Based on the above Master Circular, the company had sent communication through RTA on 02.07.2024 & 23.04.2025 to identified holders of physical securities where PAN & KYC details are not updated, intimating them to update PAN & KYC details as per SEBI circulars and only after updation of the same, they will receive dividend in electronic mode.