We have audited the accompanying standalone
financial statements of M/s Seshasayee Paper
and Boards Limited (“the Company”), which
comprise the Balance Sheet as at 31st March
2025, and the Statement of Profit and Loss
including Other Comprehensive Income,
Statement of Changes in Equity and Statement
of Cash Flows for the year then ended, and
notes to the financial statements, including
a summary of Material Accounting Policy
Information and other explanatory information
(hereinafter referred to as “the Standalone
financial statements”).

In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid standalone financial statements
give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015,
as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the
state of affairs of the Company as at March 31,
2025 and its profit, total comprehensive income,
changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the standalone
financial statements in accordance with

the Standards on Auditing (SAs) specified
under section 143(10) of the Companies
Act, 2013. Our responsibilities under those
Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We
are independent of the Company in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together
with the ethical requirements that are relevant to
our audit of the standalone financial statements
under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code
of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the
standalone financial statements.

Key Audit Matters

Key audit matters are those matters that,
in our professional judgment, were of most
significance in our audit of the standalone
financial statements of the current period. These
matters were addressed in the context of our
audit of Financial Statements as a whole, and
in forming our opinion thereon and we do not
provide a separate opinion on these matters. We
have determined the matters described below to
be the key audit matters to be communicated in
our report.

report that fact. We have nothing to report in this
regard.

Information Other than the Standalone
Financial Statements and Auditor’s Report
thereon

The Company’s Board of Directors is responsible
for the preparation of the other information. The
other information comprises the information
included in the Management Discussion and
Analysis, Board’s Report including Annexures
to Board’s Report, Corporate Governance
and Shareholder’s Information, but does not
include standalone financial statements and our
auditor’s report thereon.

Our opinion on the standalone financial
statements does not cover the other information
and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read
the other information and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements, or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated.

If, based on the work we have performed, we
conclude that there is a material misstatement
of this other information, we are required to

Responsibilities of Management and those
charged with Governance for the Standalone
Financial Statements

The Company’s Board of Directors is responsible
for the matters stated in section 134(5) of the
Act with respect to the preparation of these
standalone financial statements that give a true
and fair view of the financial position, financial
performance including other comprehensive
income, changes in equity and cash flows of the
Company in accordance with the Ind AS and
other accounting principles generally accepted
in India. This responsibility also includes
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application
of appropriate accounting policies; making
judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness of the
accounting records, relevant to the preparation

and presentation of the standalone financial
statements that give a true and fair view and are
free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements,
management is responsible for assessing the
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to
going concern and using the going concern basis
of accounting unless management either intends
to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

The Board of Directors is also responsible for
overseeing the Company’s financial reporting
process.

Auditor’s Responsibility for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable
assurance about whether the standalone
financial statements as a whole are free from
material misstatement, whether due to fraud
or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee
that an audit conducted in accordance with SAs
will always detect a material misstatement when
it exists. Misstatements can arise from fraud or
error and are considered material if, individually
or in the aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional skepticism throughout the audit.
We also:

? Identify and assess the risks of material
misstatement of the standalone financial
statements of the Company, whether due
to fraud or error, design and perform audit
procedures responsive to those risks, and
obtain audit evidence that is sufficient
and appropriate to provide a basis for our

opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud
may involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal control.

? Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in
the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on
whether the Company has adequate internal
financial controls with reference to financial
statements in place and the operating
effectiveness of such controls.

? Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the management.

? Conclude on the appropriateness of
management’s use of the going concern
basis of accounting and, based on the
audit evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt
on the Company’s ability to continue as
a going concern. If we conclude that a
material uncertainty exists, we are required
to draw attention in our auditor’s report to
the related disclosures in the standalone
financial statements or, if such disclosures
are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may
cause the Company to cease to continue as
a going concern.

? Evaluate the overall presentation, structure
and content of the standalone financial
statements, including the disclosures, and
whether the standalone financial statements
represent the underlying transactions
and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements
in the standalone financial statements that,
individually or in aggregate, makes it probable
that the economic decisions of a reasonably
knowledgeable user of the standalone financial
statements may be influenced. We consider
quantitative materiality and qualitative factors
in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements
in the standalone financial statements.

We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit
and significant audit findings, including any
significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance
with a statement that we have complied
with relevant ethical requirements regarding
independence, and to communicate with
them all relationships and other matters that
may reasonably be thought to bear on our
independence, and where applicable, related
safeguards.

From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the standalone financial statements of
the current period and are therefore the key
audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in
extremely rare circumstances, we determine
that a matter should not be communicated in
our report because the adverse consequences
of doing so would reasonably be expected to
outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditors’
Report) Order, 2020 (“the Order”) issued by

the Central Government of India in terms
of Section 143 (11) of the Companies Act,
2013, we give in Annexure “A” to this
report, a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143(3) of the Act, we
report that:

a) We have sought and obtained all the
information and explanations which to the
best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books.

c) The Balance Sheet and the Statement
of Profit and Loss including Other
Comprehensive Income, Statement of
Changes in Equity and the Statement of
Cash Flow Statement dealt with by this
Report are in agreement with the books of
accounts of the Company.

d) In our opinion, the aforesaid standalone
financial statements comply with the
Indian Accounting Standards specified
under Section 133 of the Act, read with the
Companies (Indian Accounting Standards)
Rules, 2015.

e) On the basis of the written representations
received from the directors as on 31st
March 2025 taken on record by the Board
of Directors, none of the directors is
disqualified as on 31st March, 2025 from
being appointed as a director in terms of
Section 164 (2) of the Act

f) With respect to the adequacy of the
internal financial controls with reference
to financial statements of the Company
and the operating effectiveness of such
controls, refer to our separate Report in
“Annexure B”.

g) With respect to the other matters to
be included in the Auditor’s Report in
accordance with the requirements of section
197(16) of the Act, as amended:

In our opinion and to the best of our
information and according to the
explanations given to us, the remuneration
paid by the Company to its directors during
the year is in accordance with the provisions
of section 197 of the Act.

h) With respect to the other matters to
be included in the Auditor’s Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information
and according to the explanations given to
us:

i. The Company has disclosed the impact
of pending litigations on its financial
position in its standalone financial
statements. - [Refer Note 35 to the
standalone financial statements].

ii. The Company did not have any long¬
term contracts including derivative
contracts for which there were any
material foreseeable losses.

iii. There has been no delay in transferring
the amounts required to be transferred
to the Investor Education and Protection
Fund by the company.

iv. a) The Management has represented

that, to the best of its knowledge
and belief, no funds have been
advanced or loaned or invested
(either from borrowed funds or
share premium or any other
sources or kind of funds) by
the Company to or in any other
person or entity, including foreign
entity (“Intermediaries”), with the
understanding, whether recorded
in writing or otherwise, that the

Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

b) The Management has represented,
that, to the best of its knowledge
and belief, no funds have been
received by the Company from any
person or entity, including foreign
entity (“Funding Parties”), with the
understanding, whether recorded
in writing or otherwise, that the
Company shall, whether, directly
or indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Party (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures
that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us
to believe that the representations
under sub-clause (i) and (ii) of Rule
11(e), as provided under (a) and
(b) above, contain any material
misstatement.

v. a) The final dividend paid by the
company during the year in respect
of the same declared for the
previous year is in accordance with
Section 123 of the Act as applicable
to the extent it applies to payment
of dividend.

b) The company has not paid any
interim dividend during the year.

(c) As stated in Note 36 D to the
financial statements, the Board
of Directors of the Company has
proposed final dividend for the year
which is subject to the approval of
the members at the ensuing Annual
General Meeting. The dividend
proposed is in accordance with
Section 123 of the Act as applicable
to the extent it applies to declaration
of dividend.

i) Based on our examination which included
test checks, the company has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the

software. Further, during the course of our
audit we did not come across any instance
of the audit trail feature being tampered with
and the audit trail has been preserved by the
company as per the statutory requirements
for record retention.

For Suri & Co.

Chartered Accountants
Firm Registration No. 004283S

Sanjeev Aditya M

Partner

Membership No.229694
UDIN : 25229694BMIIIV4240

Place : Chennai
Date : 10.05.2025