Directors Report of String Metaverse Ltd.

Mar 31, 2025

The Board of Directors is pleased to present your Company''s report on business and operations along with audited
financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS

The financial highlights of your Company for the year ended March 31, 2025 on Standalone and Consolidated basis
is summarized below:

(Amount in Lakhs, except for EPS data)

	Standalone		Consolidated
	FY 2024 25	FY 2023 24	FY 2024 25	FY 2023 24
Income from Operations	1,235.44	437.94	40,735.94	15,121.15
Other Income	84.91	91.55	85.68	86.96
Total Income	1,320.35	529.49	40,821.62	15,208.11
Cost of operations	372.39	85.37	35,641.32	13,560.21
Change in Inventories	-	-	-	-
Employee benefit expenses	212.85	59.10	334.13	96.60
Finance Cost	2.0	2.84	2	2.84
Depreciation	221.11	117.91	673.58	219.41
Other expenses	480.00	125.10	636.11	174.40
Total Expenses	1,288.35	390.32	37,287.14	14,053.46
Profit/(Loss) Before Tax & Exceptional Items	32.00	139.17	3,534.48	1,154.65
Current Tax		23.23	9.92	23.23
Deferred Tax		(23.23)		(23.23)
Profit/(Loss) -After Tax	32.00	66.03	3,524.56	1,081.51
Other comprehensive(Net Tax)			185.71	82.98
Total Comprehensive	32.00	66.03	3,710.27	1,164.49

Standalone basis:

For the financial year 2024-25, your Company recorded a turnover of ^ 1,235.44 lakhs and earned a net profit of ^
32.00 lakhs as compared to the previous year''s turnover of ^ 437.94 lakhs and net profit of ^ 66.03 lakhs.

Consolidated basis:

For the financial year 2024-25, your Company recorded a turnover of ^ 40,735.94 lakhs and earned a net profit of ^
3,524.56 lakhs as compared to the previous year''s turnover of ^ 15,121.15 lakhs and net profit of ^ 1,081.51 lakhs.

2. COMPANY PERFORMANCE & BUSINESS REVIEW

The financial year 2024-25 marked a defining milestone in the transformation of String Metaverse Limited
(formerly Bio Green Papers Limited) into a next-generation global digital infrastructure and technology enterprise.
The Company is now strategically focused on delivering integrated Web 3.0, Online Gaming, Blockchain
Technologies, and FinTech solutions that enable a decentralized, interoperable, and immersive digital future.

Pursuant to the successful implementation of the NCLT-approved Resolution Plan and Scheme of Arrangement,
String Metaverse Limited (Transferor Company) was merged into Bio Green Papers Limited (now renamed String
Metaverse Limited) with effect from 28 May 2024. This strategic merger has infused the Company with cuttng-
edge capabilities, expanded its operational scope, and redefined its strategic direction, firmly positioning it as a
cross-border Web3 and digital innovation platform.

The Company now operates through a diversified, multi-vertical structure comprising:

â¢ Web3 Infrastructure & Validator Operations - Deployment and management of decentralized validator
node networks across leading blockchain protocols, ensuring ecosystem integrity, scalability, and
performance.

â¢ Digital Asset Management & FinTech - Establishment of regulated financial infrastructure via licensed
entities in key jurisdictions, including Canada and the UAE, enabling compliant asset management and
decentralized financial services.

â¢ Immersive Technologies & Game-Fi - Development of interoperable gaming ecosystems powered by
blockchain-based economies, NFT-integrated gameplay, and immersive digital experiences.

To strengthen its global footprint, the Company has incorporated subsidiaries in strategically important locations
such as the United Arab Emirates, Singapore, and Canada. These entities are instrumental in advancing fintech
platforms, validator node operations, and treasury infrastructure.

During FY 2024-25 and the first quarter of FY 2025-26, the Company successfully enhanced its capital base
through fund-raising initiatives, including Preferential Allotment as part of the Resolution Plan and Scheme of
Arrangement. These capital infusions have fortified the balance sheet, provided resources for international
expansion, and accelerated product innovation.

Looking ahead, the Company remains committed to building foundational digital infrastructure and platforms that
empower enterprises and users globally. Backed by a future-ready technology roadmap, strong governance
frameworks, and a high-caliber leadership team, String Metaverse Limited is well-positioned to scale its operations
and deliver sustained long-term value across the blockchain, gaming, and financial technology domains.

3. TRANSFER TO RESERVES

During the financial year under review, the Company transferred a sum of ^410.91 lakhs to its reserves.

4. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In line with the Company''s ongoing strategic growth initiatives and capital allocation priorities, the Board of
Directors has decided not to recommend any dividend for the financial year ended March 31, 2025. This decision
has been taken to conserve internal resources and support continued investment in product development,
international expansion, and the scaling of infrastructure and operations. The Board believes that reinvesting
earnings at this stage will deliver greater long-term value to shareholders.

5. EARNINGS PER SHARE (EPS)

For the financial year ended March 31, 2025, the Basic Earnings Per Share (EPS) of the Company stood at ^0.03 on a
standalone basis and ^3.37 on a consolidated basis.

6. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during the
year under review and as such, no amount on account of principal or interest on deposits from public were
outstanding as on the date of the balance sheet.

7. LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400
001, Maharashtra, India; having a nationwide trading terminal:

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2024-25 & 2025-26

8. SHARE CAPITAL:

The Particulars of share caDital of the ComDanv are as follows:

Particulars	Amount (in Rs.)
Authorize d share capital	1,300,000,000
(130,000,000 Equit y Shares of INR. 10.00 each)
As on 31-03-2025
Issued, subscribed and paid up share capital (106,960,866 Equity	1,069,608,660
Shares of INR. 10.00 each) As on 31-03-2025.

Shares allotted during the FY 2024-2025:

a) Public Issue/ Rights Issue/ Preferential Issue:

During the financial year 2024-25, the Company allotted 50,00,000 (Fifty Lakh) equity shares of face value ^10
each, aggregating to ^5,00,00,000 (Rupees Five Crore), to Mr. Krishna Mohan Meenavalli, the Resolution
Applicant, on a preferential basis in consideration of the funds infused by him into the Company.

Additionally, the Company allotted a further 50,00,000 (Fifty Lakh) equity shares of face value ^10 each at an issue
price of ^15 per share, aggregating to ^7,50,00,000 (Rupees Seven Crore Fifty Lakhs), to strategic investors on a
preferential basis.

b) Issue of Shares under ESOP:

The Company did not issue any shares under the Employee Stock Option Plan (ESOP) during the financial year
2024-25.

c) Issue of Shares with Differential Rights:

The Company did not issue any equity shares with differential rights as to dividend, voting, or otherwise during the
financial year 2024-25.

d) Issue of Sweat Equity Shares:

No sweat equity shares were issued by the Company during the financial year 2024-25.

e) Issue of Bonus Shares:

The Company did not issue any bonus shares during the financial year 2024-25.

f) Buy-back of Shares:

The Company did not undertake any buy-back of its shares during the financial year 2024-25.

9.CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements for the financial year ended March 31, 2025 have been prepared in
compliance with the applicable provisions of the Companies Act, 2013, Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, and in accordance with the Indian Accounting Standards
(Ind AS) as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, notified under Section 133
of the Companies Act, 2013, along with other relevant provisions of the Act.

These audited consolidated financial statements, together with the Independent Auditor''s Report, form an
integral part of this Annual Report and provide a comprehensive overview of the financial position, performance,
and results of operations of the Company and its subsidiaries.

10.SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The subsidiary companies situated in India and outside India continue to contribute to the business and overall
performance of your Company. As of March 31, 2025, your Company has the following subsidiaries:

1. String AI IFSC Private Limited (India)

2. String Fintech HK Limited (Hong Kong)

3. Torus Kling Fintech Private Limited (India)

4. Kling Digital Assets FZCO (United Arab Emirates (Dubai)

The status of the Company''s subsidiaries as on March 31, 2025, is disclosed in the relevant section of this Annual
Report. Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary
company, in the prescribed Form AOC-1, is annexed herewith as Annexure- 11

The Company does not have any associate companies or joint ventures during the period under review

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the top 1,000 listed entities based on market capitalization are mandated to include a Business Responsibility and
Sustainability Report (BRSR) as part of their Annual Report.

As on the last day of the financial year ended March 31, 2025, your Company does not fall within the threshold of
the top 1,000 listed entities as prescribed by SEBI. Accordingly, the requirement to submit a BRSR is not applicable
to the Company for the financial year under review

12. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the requirement to constitute a Corporate Social Responsibility (CSR)
Committee and adopt a CSR Policy applies to companies that fulfill specific thresholds related to net worth,
turnover, or net profit.

During the financial year ended March 31, 2025, your Company did not cross any of the prescribed thresholds
under Section 135(1) of the Act. Consequently, the provisions pertaining to CSR were not applicable to the
Company for the financial year 2024-25.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted robust policies and procedures to ensure the orderly and efficient conduct of the
Company''s business. These include adherence to the Company''s policies, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of
reliable financial disclosures.

The Board has ensured that the Company maintains adequate Internal Financial Controls commensurate with its
size, nature of operations, and business requirements. These controls are periodically reviewed for their
effectiveness and are designed to provide reasonable assurance regarding the integrity and reliability of financial
reporting and operational efficiency.

14. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP), AND SENIOR MANAGEMENT
Board of Directors:

The Board of Directors of the Company is duly constituted in compliance with the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). As on March 31,
2025, none of the Directors are disqualified from being appointed or continuing as directors under the applicable
legal provisions.

Board Diversity:

Your Company promotes a diverse and inclusive Board structure, considering a mix of skills, industry knowledge,
geographic and cultural backgrounds, gender, and professional experience. All Board appointments are made on
merit, in alignment with the Company''s goals and strategic requirements.

Independent Directors - Composition and Compliance:

As on March 31, 2025, the Board comprises 50% Independent Directors, in accordance with the requirements laid
down under Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations. All
Independent Directors have submitted declarations under Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations confirming their independence. Further, they are compliant with the Code for
Independent Directors as specified in Schedule IV of the Act and are registered in the Independent Directors''
databank maintained by IICA, as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.

None of the Independent Directors are related to the promoters or the promoter group.

Board''s Opinion on Integrity, Expertise, and Proficiency of Independent Directors:

The Board affirms that all Independent Directors appointed during the year possess integrity and bring the
requisite expertise, experience, and proficiency to effectively discharge their responsibilities.

Certificate from Company Secretary in Practice:

A Certificate from a Practicing Company Secretary, certifying that none of the Directors of the Company have been
debarred or disqualified from being appointed or continuing as Directors by SEBI or any other statutory authority,
is annexed to this Annual Report, pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of SEBI Listing
Regulations.

Policy on Appointment and Remuneration of Directors:

The Nomination and Remuneration Committee (NRC) has framed a policy on Directors'' appointment and
remuneration. The policy outlines the criteria for determining qualifications, positive attributes, independence of
directors, and other matters as provided under Section 178(3) of the Act and Regulation 19 of SEBI Listing
Regulations. The policy is available on the Company''s website https://www.stringmetaverse.com/investor-
relations

â¢ Mr. Ghanshyam Dass - Non-Executive, Non-Independent Director (w.e.f. June 5, 2024)

â¢ Mr. Vivek Kumar Ratakonda - Non-Executive, Non-Independent Director (w.e.f. June 5, 2024)

â¢ Mr. Rohit Reddy Samala - Non-Executive, Non-Independent Director (w.e.f. June 5, 2024)

â¢ Mr. Sarat Kumar Malik - Independent Director (w.e.f. June 5, 2024)

â¢ Ms. Naga Anusha Vegi - Independent Director (w.e.f. June 22, 2024)

â¢ Mr. Deenadayal Tripurasetty - Independent Director (w.e.f. July 23, 2024)

â¢ Mr. Arvind Jadhav - Independent Director (w.e.f. September 6, 2024)

â¢ Ms. Anima Rajmohan Nair - Independent Director (w.e.f. September 6, 2024)

â¢ Mr. Prathipati Parthasarathi - Independent Director (w.e.f. November 11, 2024)

â¢ Mr. Meenavalli Krishna Mohan - Executive Director (w.e.f. May 31, 2024)

â¢ Mr. Meenavalli Ganesh - Managing Director (w.e.f. May 31, 2024)

â¢ Mr. Sai Santosh Althuru - Executive Director (w.e.f. May 31, 2024)

â¢ Mrs. Sirisha Rani Singhu - Woman Independent Director (Non-Executive) (w.e.f. May 31, 2024)

Resignation from the Board:

During the year under review, Mrs. Sirisha Rani Singhu, Independent Director of the Company, resigned from the
office of Director with effect from 21st June, 2024, prior to the expiry of her tenure.

Retirements and Re-appointments at the AGM:

At the Annual General Meeting (AGM) held on September 30, 2024, Mr. Krishna Mohan Meenavalli retired by
rotation and was re-appointed. At the forthcoming AGM to be held in 2025, Mr. Sai Santosh Althuru, Executive
Director, will retire by rotation and, being eligible, has offered himself for re-appointment.

Re-appointment of Director:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Sai Santosh Althuru, Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and,
being eligible, has offered himself for re-appointment. The details of the Director proposed to be re-appointed, as
required under applicable regulations, are provided in the Notice convening the Annual General Meeting and form
part of the explanatory statement thereto.

Key Managerial Personnel (KMP) as on March 31, 2025:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (''KMPs'') of the Company as on
the date of this Report:

Sl. No	Name	Designation
1	Mr.Meenavalli Ganesh	Managing Director
2	Mr.Meenavalli Krishna Mohan	Executive Director and Chief Financial Officer
3	Mr.Sai Santosh Althuru	Executive Director and Chief Executive Officer
4	Mr.M. Chowda Reddy	Company Secretary and Compliance Officer

Changes in Key Managerial Personnel (KMPs):

During the financial year 2024-25, the following changes occurred in the composition of Key Managerial
Personnel of the Company:

Appointments

â¢ Mr. Meenavalli Ganesh was appointed as Managing Director (MD) w.e.f. 31st May, 2024.

â¢ Mr. Meenavalli Krishna Mohan was appointed as Chief Financial Officer (CFO) w.e.f. 5th June, 2024.

â¢ Mr. Sai Santosh Althuru was appointed as Chief Executive Officer (CEO) w.e.f. 5th June, 2024.

â¢ Mr. Sai Suseela Rao Yerramseffi was appointed as Company Secretary and Compliance Officer w.e.f. 31st
May, 2024.

â¢ Ms. Muskan Bhandari was appointed as Company Secretary and Compliance Officer w.e.f. 23rd July, 2024.

â¢ Mr. M. Chowda Reddy was appointed as Company Secretary and Compliance Officer w.e.f. 12th November,
2024.

Resignations

â¢ Mr. Sai Suseela Rao Yerramseffi resigned from the post of Company Secretary and Compliance Officer w.e.f.
2nd July, 2024.

â¢ Ms. Muskan Bhandari resigned from the post of Company Secretary and Compliance Officer w.e.f. 12th
November, 2024.

The Board placed on record its appreciation for the valuable services rendered by the outgoing Key Managerial
Personnel during their tenure with the Company.

Directors and Officers Insurance (D&O):

The provisions of Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, relating to the requirement of taking a Directors and Officers (D&O) insurance policy for Independent
Directors, are not applicable to the Company. Accordingly, no such policy has been taken during the year under
review.

15. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company has formulated a Policy on Directors'' Appointment and Remuneration in compliance with the
provisions of Section 178(3) of the Companies Act, 2013. This policy outlines the criteria for determining
qualifications, positive attributes, independence of a director, and other matters relating to the appointment and
remuneration of Directors.

The details of the policy have been disclosed in the Corporate Governance Report, which forms an integral part of
this Board''s Report. The criteria for payment of remuneration to Non-Executive Directors are also made available
on the website of the Company under the ''Corporate Governance'' section.

16. BOARD MEETINGS DURING THE YEAR:

During the financial year ended March 31, 2025, the Board of Directors met Eight (08) times. The details of these
meetings, including dates and attendance of the Directors, are provided in the Corporate Governance Report,
which forms part of this Annual Report.

The Company has complied with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, with respect to the conduct of Board meetings. The time gap
between any two consecutive meetings did not exceed the statutory limit of 120 days.

17. BOARD EVALUATION AND ASSESSMENT:

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company conducted a formal evaluation of the performance of the Board as
a whole, its committees, individual Directors including Executive Directors and Independent Directors, and the
Chairperson.

The evaluation process was carried out through a structured internal questionnaire circulated among the
Directors, covering various aspects such as the composition, functioning, effectiveness, and contribution of the
Board, Committees, and individual members. Additionally, the Independent Directors, in their separate meeting,
evaluated the performance of the Chairperson, taking into account the views of Executive and Non-Executive
Directors.

The outcome of the evaluation process has been discussed by the Board and found to be satisfactory. Detailed
disclosures regarding the Board evaluation process are available in the Corporate Governance Report, which forms
part of this Annual Report.

18. COMMITTEES OF THE BOARD:

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has constituted the following Committees as on March
31, 2025:

(i) Audit Committee,

(ii) Nomination and Remuneration Committee, and

(iii) Stakeholders Relationship Committee.

During the financial year under review, all recommendations made by the respective Committees were duly
accepted and approved by the Board. Detailed information regarding the composition, roles, and responsibilities
of these Committees is provided in the Corporate Governance Report, which forms an integral part of this Annual
Report.

19. AUDIT AND AUDITORS'' REPORT
Statutory Auditors:

At the 30th (Thirtieth) Annual General Meeting held on 30th September 2024, the shareholders approved the
appointment of M/s. Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S), as the Statutory
Auditors of the Company. They have been appointed for a term of five years, to hold office from the conclusion of
the 30th AGM until the conclusion of the 35th (Thirty Fifth) AGM, as per the provisions of the Companies Act,
2013.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A(1) of the SEBI (LODR)
Regulations, 2015, and based on the recommendation of the Audit Committee, the Board has approved and
recommends the appointment of M/s. Pawan Jain & Associates, Company Secretaries (Membership No.
FCS13589, C.P. No. 23692, Peer Review No. 4017/2023) as the Secretarial Auditors of the Company. Their
appointment is proposed for a term of five consecutive years from the conclusion of the 31st (Thirty First) AGM
until the conclusion of the 36th (Thirty Sixth) AGM.

Internal Auditors:

The Board has appointed M/s. Bhanumurali & Co., Chartered Accountants, as the Internal Auditors of the
Company. The Internal Auditors will conduct audits of specific operational and financial areas as approved by the
Audit Committee, under the terms outlined in the engagement letter executed with the Company.

Statutory Auditors'' Report:

The Notes to the financial statements, as referred to in the Statutory Auditors'' Report, are self-explanatory and do
not require any further comments. The Statutory Auditors'' Report for the financial year 2024-25 does not contain
any qualification, reservation, adverse remark, or disclaimer. The Report is annexed to the financial statements
forming part of this Annual Report.

The standalone and consolidated financial statements have been prepared in accordance with the Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013. The Statutory Auditors''
Reports on these financial statements do not contain any qualifications, reservations, adverse remarks, matters of
emphasis, or disclaimers.

Secretarial Auditors'' Report:

The Company has undertaken a Secretarial Audit for the Financial Year 2024-25 as mandated under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Secretarial Audit Report, issued by the Secretarial Auditors, does not contain any qualification, reservation, or
adverse remark and is annexed to this Report as Annexure - 5

Annual Secretarial Compliance Report:

The Company has obtained the Annual Secretarial Compliance Report for FY 2025 in accordance with the
applicable provisions of SEBI Regulations and circulars/guidelines issued thereunder. The Report, issued by Mr.
Pawan Jain (Membership No.: FCS 13589, CP No.: 23692) of M/s. Pawan Jain & Associates, Company Secretaries,
has been submitted to the Stock Exchanges within the prescribed timeline of 60 days from the end of the financial
year.

Instances of Fraud Reported by Auditors:

During the year under review, no instances of fraud committed by the officers or employees of the Company were
reported by the Statutory Auditors or the Secretarial Auditors under Section 143(12) of the Companies Act, 2013
to the Central Government or to the Audit Committee.

20. SECRETARIAL STANDARDS

The Company is in due compliance with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) as prescribed under the Companies Act, 2013.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism through the adoption of a comprehensive Whistle Blower Policy,
in compliance with the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. This mechanism facilitates employees and other stakeholders to report genuine concerns
regarding unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct. The policy
incorporates adequate safeguards against the victimization of individuals who use the mechanism in good faith. It
also ensures that no person has been denied direct access to the Chairman of the Audit Committee during the year
under review.

22. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company recognizes that share-based employee benefit programs are a strategic instrument to foster a
culture of ownership, encourage long-term wealth creation, and align the interests of employees with those of the
Company and its shareholders. Such initiatives also enable the Company to attract, retain, and motivate high-
caliber talent in an increasingly competitive environment, thereby reducing attrition and strengthening
organizational performance.

In compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB &
SE) Regulations"), the Company has framed the following Employee Stock Option Schemes:

â¢ String Metaverse ESOP Scheme 2023: A scheme framed prior to the Scheme of Arrangement, proposed to
be implemented subject to shareholders'' ratification and in alignment with the SEBI (SBEB & SE)
Regulations (Further details of this scheme are provided in Annexure-10 to this Report)

â¢ String Metaverse ESOP Scheme 2025: A new scheme proposed for implementation, approval for which is
being sought from the shareholders at the 31st Annual General Meeting (AGM).

Both schemes shall be implemented post receipt of necessary approvals from shareholders at the 31st AGM and
subsequent approval from the stock exchanges.

In accordance with the SEBI (SBEB & SE) Regulations, requisite disclosures pertaining to the ESOP schemes are
made available on the Company''s website and shall be accessible for electronic inspection by Members during the
AGM.

A certificate from the Secretarial Auditors, as required under SEBI (SBEB & SE) Regulations, is not applicable at
present, as the schemes are yet to be implemented following approvals.

Further, the information pursuant to Section 62 of the Companies Act, 2013, read with the applicable Rules, and
the details of the schemes as specified under Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021, are
provided in Annexure - 10 to this Report and are also available on the Company''s website at
https://www.stringmetaverse.com/investor-relations

During the financial year under review, no stock options were granted to any associates of the Company or its
subsidiaries under the above-mentioned schemes.

23. FIXED DEPOSITS

Your Company has neither accepted nor renewed any fixed deposits from the public within the meaning of Section
73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure - 8 to this report

25. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2) of the Listing Regulations a report on Management Discussion &
Analysis is herewith annexed as Annexure -6 to this report.

26. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
belief, hereby confirm that:

a) In the preparation of the annual financial statements, the applicable accounting standards have been
followed and there have been no material departures;

b) The Directors have selected such accounting policies and applied them consistently, making reasonable and
prudent judgments and estimates, so as to give a true and fair view of the state of affairs of the Company as
at the end of the financial year and of the profit of the Company for that period;

c) The Directors have 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) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans given, investments
made, guarantees given, and securities provided, along with the purpose for which such loan, guarantee, or
security is proposed to be utilized by the recipient, are disclosed in the notes to the Financial Statements, which
form an integral part of this Annual Report.

28. CHANGE IN THE NATURE OF BUSINESS

During the financial year 2024-25, your Company underwent a significant transformation, marking its evolution
from Bio Green Papers Limited into String Metaverse Limited, a next-generation global digital infrastructure and
technology enterprise. The Company is now strategically positioned to deliver integrated Web 3.0, Online Gaming,
Blockchain, and FinTech solutions, with a focus on enabling a decentralized, interoperable, and immersive digital
ecosystem.

Pursuant to the successful implementation of the NCLT-approved Resolution Plan and Scheme of Arrangement,
String Metaverse Limited (Transferor Company) was merged into Bio Green Papers Limited (now renamed String
Metaverse Limited) with effect from 28 May 2024. This merger has infused the Company with enhanced
technological capabilities, widened its operational scope, and redefined its strategic direction, firmly positioning it
as a cross-border Web3 and digital innovation platform.

Post-merger, the Company has adopted a multi-vertical operating structure, comprising:

â¢ Web3 Infrastructure & Validator Operations - Deployment and management of decentralized validator
node networks across leading blockchain protocols.

â¢ Digital Asset Management & FinTech - Establishment of regulated financial infrastructure through licensed
entities in Canada and the UAE, enabling compliant digital asset management and decentralized financial
services.

â¢ Immersive Technologies & Game-Fi - Creation of blockchain-powered gaming ecosystems with NFT
integration and immersive digital experiences.

To further expand its global footprint, the Company has incorporated subsidiaries in the United Arab Emirates,
Singapore, and Canada, which serve as strategic hubs for fintech platforms, validator node operations, and
treasury management.

29. RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of Section 188(1) of the Companies Act, 2013, relating to related
party transactions. All related party transactions entered into during the financial year were in the ordinary course
of business and on an arm''s length basis.

In accordance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the
particulars of material contracts or arrangements with related parties in Form AOC-2 are enclosed as Annexure -
12 to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as
approved by the Board, has been formulated in compliance with the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy ensures proper

governance and transparency in all related party dealings of the Company. The Policy is available on the Company''s
website at: https://www.stringmetaverse.com/investor-relafons

30. ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the
Company for the financial year, prepared in the prescribed format (Form MGT-7), is made available on the website
of the Company and can be accessed at https://www.stringmetaverse.com/investor-relafons

31. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
are annexed to this Board''s Report as Annexure - 7

32. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE
INTERESTED

Pursuant to Schedule V, Part C, Clause 10(m) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the relevant disclosures relating to loans and advances in the nature of loans to
firms/companies in which Directors are interested form part of the Report on Corporate Governance, which is
enclosed to the Annual Report.

33. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY

In compliance with Schedule V, Part C, Clause 10(n) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, it is hereby confirmed that the Company does not have any material subsidiary as on the date of
this Report. Accordingly, the disclosure requirements in respect of material subsidiaries are not applicable to the
Company.

34. RISK MANAGEMENT POLICY

While the provisions relating to the constitution of a Risk Management Committee are not applicable to the
Company, the Board of Directors assumes the responsibility of overseeing the risk management framework.

The Company has identified key business and operational risks and has put in place appropriate mitigation
strategies. Furthermore, a robust internal audit function has been established to evaluate and ensure the
effectiveness of the Company''s internal financial controls through a systematic and disciplined approach.

35. CORPORATE GOVERNANCE

Your Company remains committed to upholding the highest standards of Corporate Governance, guided by the
principles of transparency, accountability, integrity, and ethical business practices. The governance framework of
the Company is designed to promote responsible management, safeguard stakeholder interests, and create
sustainable long-term value.

In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a separate report on Corporate Governance forms part of this Annual Report. The report provides comprehensive
details of the Company''s governance practices, including the framework, Board and Committee structures, and
other mandated disclosures.

The composition, roles, and responsibilities of the various Board Committees are elaborated in the Corporate
Governance Report annexed as Annexure - 1 to this Report.

Further, a certificate issued by the Practicing Company Secretary (PCS) confirming compliance with the conditions
of Corporate Governance as stipulated under the SEBI Listing Regulations is annexed to this Report as Annexure-3.

36. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS

There were no cyber security incidents, breaches, or loss of data/documents reported during the Financial Year
2024-25.

37. SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2024-25, a major development in the corporate structure of the Company was effected in
accordance with the order of the Hon''ble National Company Law Tribunal (NCLT), Hyderabad Bench."

The Hon''ble NCLT, vide its order dated May 28, 2024, in CP (IB) No. 97/7/HDB/2022, in the matter of Mr. Katepalli
Venkateswara Rao vs. M/s. Bio Green Papers Limited (presently String Metaverse Limited), approved the
Resolution Plan submitted by Mr. Krishna Mohan Meenavalli under the provisions of the Insolvency and
Bankruptcy Code, 2016.

The approved Resolution Plan envisaged a comprehensive Scheme of Arrangement, which, inter alia, provided for:

â¢ The merger of M/s. String Metaverse Limited (Transferor Company) with M/s. Bio Green Papers Limited
(Transferee Company), along with all relevant addendums, annexures, and schedules forming part of the
Resolution Plan.

â¢ The reconstitution of shareholding, involving the allotment of shares by the Transferee Company to the
shareholders of the Transferor Company in accordance with the approved Scheme.

â¢ The consolidation of business operations, thereby creating a unified entity with enhanced technological,
financial, and operational capabilities.

Through this order, the Hon''ble NCLT formally sanctioned the Scheme of Arrangement, resulting in the effective
merger of String Metaverse Limited into Bio Green Papers Limited. Post-merger, the name of the Transferee
Company has been changed to String Metaverse Limited, reflecting its new identity as a next-generation global
digital infrastructure and technology enterprise.

This order represents a defining milestone in the corporate history of the Company, as it not only resolved the
insolvency proceedings but also repositioned the Company with a strengthened structure, wider strategic scope,
and a future-ready business model aligned with emerging opportunities in Web3, Blockchain, Gaming, and
FinTech domains

38. DECLARATION BY THE CEO

Pursuant to the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a declaration by the CEO of the Company confirming that all members of the Board and senior
management personnel have affirmed compliance with the Company''s Code of Conduct is attached to this report
and enclosed as Annexure-2

Further, the CEO and CFO certification to the Board as required under Regulation 17(8) of the SEBI Listing
Regulations is enclosed in corporate governance report.

39. MATERIAL CHANGES AND COMMITMENTS

During the financial year 2024-25, there were material changes and commitments affecting the financial position
and corporate structure of the Company, pursuant to the order of the Hon''ble National Company Law Tribunal
(NCLT), Hyderabad Bench.

The Hon''ble NCLT, vide its order dated May 28, 2024, in CP (IB) No. 97/7/HDB/2022, approved the Resolution Plan
submitted by Mr. Krishna Mohan Meenavalli, which included a Scheme of Arrangement for the merger of M/s.
String Metaverse Limited (Transferor Company) into M/s. Bio Green Papers Limited (Transferee Company).
Consequent to the approval, the merger became effective, and the Transferee Company was renamed String
Metaverse Limited. This transformational development concluded the insolvency proceedings and repositioned
the Company as a next-generation global digital infrastructure and technology enterprise.

Further, post completion of the financial year, the Company has successfully undertaken and completed a Rights
Issue of equity shares, thereby strengthening its capital base to support future growth and strategic initiatives.

Except for the above, there have been no other material changes and commitments affecting the financial position
of the Company between the end of the financial year under review and the date of this Report.

40. COST RECORDS AND COST AUDIT

The maintenance of cost records and the requirement of cost audit as prescribed under Section 148(1) of the
Companies Act, 2013 are not applicable to the Company''s line of business for the financial year under review.

41. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Pursuant to an application filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by Mr. Katepalli
Venkateswara Rao, Financial Creditor, the Hon''ble National Company Law Tribunal (NCLT), Hyderabad Bench, vide
its order dated May 30, 2023, in CP (IB) No. 97/7/HDB/2022, admitted the petition against M/s. Bio Green Papers
Limited (presently String Metaverse Limited), thereby initiating the Corporate Insolvency Resolution Process
(CIRP). A moratorium was declared and Mr. Machar Rao Meenavalli was appointed as the Interim Resolution
Professional in accordance with the provisions of the IBC.

Subsequently, the Hon''ble NCLT, Hyderabad Bench, vide its order dated May 28, 2024, approved the Resolution
Plan submitted by Mr. Krishna Mohan Meenavalli, which included a Scheme of Arrangement providing for the
merger of M/s. String Metaverse Limited (Transferor Company) with M/s. Bio Green Papers Limited (Transferee
Company), together with related addendums, annexures, and schedules forming part of the Plan.

With the sanction of the Resolution Plan and Scheme of Arrangement by the Hon''ble NCLT, the CIRP proceedings
stood concluded, and the Company emerged with a restructured corporate framework and renewed strategic
direction under its new identity as String Metaverse Limited.

42. VALUATION UNDER ONE-TIME SETTLEMENT VS BANK LOANS

During the financial year, there were no instances of one-time settlements with banks or financial institutions.
Hence, no comparison between such valuations and those done for loans was required.

43. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), during the year
under review, there were no amounts of unclaimed or unpaid dividend, matured deposits, matured debentures,
application money due for refund, or interest thereon, which were required to be transferred to the Investor
Education and Protection Fund.

44. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), no shares were
required to be transferred to the demat account of the IEPF Authority during the financial year under review.

45. INSURANCE

All properties and insurable interests of your Company have been fully insured.

46. HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your
Company takes utmost care to attract and retain quality employees.

The employees are sufficiently empowered, and the work environment propels them to achieve higher levels of
performance. The unflinching commitment of the employees is the driving force behind your Company''s vision.
Your Company appreciates the spirit of its dedicated employees.

47. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of
harassment.

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace
as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace
and prevent and redress

complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a
safe working environment, where Employees feel secure

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

48. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

Your Company fully complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory
benefits to eligible women employees. These benefits include paid maternity leave, continuity of salary and
service during the leave period, as well as post-maternity support such as nursing breaks and flexible return-to-
work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the
rights, welfare, and well-being of its women employees in accordance with applicable laws.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND
VALUATION AT THE TIME OF AVAILING LOAN

The requirement to provide details of the difference between the amount of valuation done at the time of oneÂ¬
time settlement and the valuation done while availing loans from Banks or Financial Institutions, along with the
reasons thereof, is not applicable to the Company during the financial year ended March 31, 2025.

50. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has undertaken a "Green Initiative" in Corporate Governance by allowing
paperless compliances by companies and permiffing the service of Annual Reports and other documents to
shareholders through electronic mode, subject to certain conditions.

In line with this initiative, your Company continues to send Annual Reports and other statutory communications in
electronic form to members who have registered their email addresses with the Company or its Registrar and

Transfer Agent (RTA). This practice not only supports environmental sustainability but also ensures prompt and
efficient communication with shareholders.

ACKNOWLEDGMENTS

The Board of Directors extends its sincere gratitude to all stakeholders, including the Company''s customers,
shareholders, vendors, and bankers, for their unwavering support and trust throughout the year. The Board also
places on record its deep appreciation for the dedication, commitment, and valuable contributions made by
employees at all levels, whose efforts have been integral to the Company''s consistent growth and success. The
Directors further acknowledge with gratitude the continued guidance and cooperation received from various
departments of the Central and State Governments, including the Ministry of Commerce, the Reserve Bank of
India, the Ministry of Corporate Affairs and the Registrar of Companies, the Securities and Exchange Board of India,
the Stock Exchanges, and the Direct and Indirect Tax Authorities, as well as other regulatory and statutory bodies.
Their assistance has played a pivotal role in enabling the Company to meet its compliance and governance
objectives. The Board looks forward to their continued support in the Company''s future endeavors.

For and on behalf of the Board
String Metaverse Ltd

Sd/- Sd/-

Ghanshyam Dass Meenavalli Ganesh

Chairman & Non-Executive Director Managing Director

DIN:01807011 DIN:09330391

Place: Hyderabad
Date: 04th August,2025

Mar 31, 2024

THIS BOARD REPORT is being presented by the new Board of Directors of the Company appointed by the Resolution Applicant, post the completion of the Corporate Insolvency Resolution Process (CIRP)

The National Company Law Tribunal-Hyderabad Bench, vide its order dated 30.05.2023 in CP (IB) No. 97/7/HDB/2022 (Company Petition) admitted the application filed by Mr. Katepalli Venkateswara Rao /Financial Creditor under Section 7 of the Code and ordered Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor i.e. M/s Bio Green Papers Limited, further to which moratorium was declared and Mr. Machar Rao Meenavalli was appointed as the Interim Resolution Professional. Consequently, the meeting of the Committee of Creditors was conducted on 07.07.2023 after giving due notice to creditors as per the provisions of Section 22(1) of the Insolvency and Bankruptcy Code, 2016 and COC with 80.13% voting share resolved to appoint Mr. Chinna Gurappa as Resolution Professional.

In the 5th meeting of the Committee of Creditors (COC) held on 01.12.2023 the Resolution Plan submitted by Krishna Mohan Meenavalli was placed before the COC by the Resolution Professional. After due deliberations, the final revised resolution plan was approved by the members with 88.63% voting share in favour of it.

The Honâble NCLT, along with the approval of the Resolution Plan, approved the Scheme of Arrangement (âSchemeâ) forming part of this Resolution Plan, for the merger of the String Metaverse Limited (âTransferor Companyâ) into M/s. Bio Green Papers Limited (Transferee Company), and consequent allotment of shares of Transferee Company to the shareholders of the M/s String Metaverse Ltd (âTransferor Companyâ) as per the Scheme of Arrangement forming part of this plan.

The Board of Directors of Bio Green Papers Limited (âthe Companyâ or âyour Companyâ or âBio Greenâ) are pleased to present the 30^th Annual Report, on the business operations and state of affairs of the Company together with the Audited (Consolidated and Standalone) Financial Statements for the Financial Year ended March 31, 2024.

BRIEF BACKGROUND & SUCCESSFUL IMPLEMENTATION OF THE APPROVED RESOLUTION PLAN

The Honâble NCLT, at the hearing held on 28th May 2024, Pronounced Orders in CP IB Number : CP (IB) No. 97/7/HDB/2022 in the matter of Mr. Katepalli Venkateswara Rao Vs M/s. Bio Green Papers Ltd

approving the resolution plan submitted by Mr. Krisna Mohan Meenavalli, along with the Scheme of Arrangement (for the merger of M/s. String Metaverse Limited into Bio Green Papers Limited) and addendum, annexure, schedules forming part of the Resolution Plan.

BIO GREEN PAPERS LIMITED ANNUAL REPORT 2023-24

FINANCIAL SUMMARY / PERFORMANCE /STATE OF COMPANY''S AFFAIRS:

The summary of the Companyâs financial performance on a consolidated and standalone basis, for the Financial Year 2023-24 as compared to the previous Financial Year 2022-23 tabled hereunder. It may be noted that the Financial Statements for the FY 2023-24 are prepared considering 1^st April 2024, as the Appointed date for the Merger of String Metaverse Limited into Bio Green Papers Limited.

PARTICULARS	Consolidated		Standalone
PARTICULARS	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Income	15,208.11	-	529.49	-
Total Expenditure	14,053.47	-	390.32	141.25
Profit before Tax	1,081.50	-	66.03	(141.25)
Provision for Tax	-	-	-	(5.37)
Profit after Tax	1,081.50	-	66.03	(135.88)

BUSINESS OVERVIEW:

As you are aware that, the Honâble NCLT vide NCLT Order Dated 28^th May 2024, along with the approval of the Resolution Plan, approved the merger of String Metaverse Limited into Bio Green Papers Limited.

The merger of M/s String Metaverse Ltd into Bio Green Papers Limited shall generate long-term value for all the stakeholders. The growth trajectory is based on the following principles: The Company shall mainly carry-on the Objects and business brought in by the Transferor Company into it. As the Company strives to establish itself as a prominent player in this dynamic and competitive sector, it is crucial that a clear roadmap for success has to be kept in place.

Brief Description of the Business of the Transferor Company being persuaded by the Company:

String Metaverse is an emerging e-gaming company that is committed to innovation, excellence, and providing cutting-edge solutions in the entertainment and gaming industry. With a fresh perspective and a team of highly skilled professionals, The Company is poised to revolutionize the gaming industry landscape in the future.

The Company has already achieved significant milestones, secured partnerships with industry leaders, and garnered positive feedback from clients across the globe.

The Company is registered and recognised as Startup by the Department for Promotion of Industry and Internal Trade (DPIIT) under the Startup India Initiative by Govt of India, to access a host of tax benefits, easier compliance, IPR fast-tracking & more. Startup India is a flagship initiative of the Government of India, intended to catalyze startup culture and build a strong and inclusive ecosystem for innovation and entrepreneurship in India.

The Company has three 100% wholly owned subsidiaries, detailed hereunder:

i. Kling Blockchain IFSC Private Limited

100% subsidiary incorporated on 14^th October 2021 in the GIFT City, Ahmedabad, Gujarat. It is involved in Activities auxiliary to financial intermediation. It is back-office services to gaming software. The Company is a Member of INX/AFRINEX, Market maker - DVDT Exchange.

ii. Kling Fintech HK Limited

100% subsidiary Company registered in Hong Kong and limited by shares. It is a Global start-up Company focusing on building gaming communities by gamifying Human Digital Activities. The company is into powering Electronic Communication Network (ECN)/Cross engine with powerful smart order routing. The company is located at 3/F, Chinachem Tower 34-37, Connaught Road Central, Hong Kong.

iii. Torus Kling Fintech Private Limited

The company was incorporated on 23^rd September, 20221, which is a 100% wholly owned subsidiary Company to Bio Green Papers Ltd, the company is located at Pt-205/A Raidurg Now khalsa,Gachibowli Hyderabad TG 500008 IN. It is to carry on the business for providing services in the fields of Trade Finance, Trade-Technology, Financial-Technology (Fin-Tech), Trade Receivables and Develop, Own, Manage And Operate, De-Fid apps, (Decentralized Applications) De-Fi Decentralized Financial) Technology

Here are the essential components of the Companyâs execution strategy:

Product Differentiation: By developing innovative and high-quality games that stand out in the market. And by emphasizing on captivating storytelling, immersive gameplay mechanics, stunning visuals, and cutting-edge technology for exceptional gaming experiences. Attracting and retaining a loyal player base by prioritizing product differentiation

Targeted Market Segmentation: Understanding the target audience is critical for success. By tailoring the Companyâs marketing efforts, game features, and monetization models to meet the preferences and needs, the Company can effectively capture the attention and build a dedicated community of players.

Multi-Platform Approach: Our execution strategy will involve developing games for a range of platforms, including PC, consoles, and mobile devices. This multi-platform approach allows the Company to maximize its reach and cater to a broader audience base.

Effective Marketing and Promotion: This will involve targeted digital advertising, social media campaigns, influencer partnerships, participation in gaming conventions, and leveraging user-generated content. Our goal is to create buzz around our games and build a strong brand presence in the gaming community.

Monetization Strategy: We will adopt a well-balanced monetization strategy that offers players value while generating revenue for our company. This may include a combination of upfront game sales, in-game purchases, downloadable content (DLC), subscriptions, and cosmetic upgrades. We will ensure that our monetization models are fair, transparent, and enhance the overall gameplay experience.

Continuous Learning and Adaptation: The gaming industry is ever-evolving, and we must stay ahead of the curve. Our execution strategy includes a commitment to continuous learning, staying up-to-date with market trends, and embracing new technologies. We will monitor industry developments, analyze player behavior and preferences, and adapt our strategies accordingly to remain competitive in the dynamic gaming landscape.

By implementing these key elements into our execution strategy, we will position ourselves for success in the gaming industry.

DIVIDEND

So as to conserve the resources for the business requirements of the Company, the Board of Directors have not recommended any dividend for the financial year ended March 31, 2024.

TRANSFER TO RESERVES:

No amount has been transferred to the General Reserves of the Company for the financial year ended 31^stMarch 2024.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURE:

As on March 31, 2024, the Company has following 3 (Three) wholly owned subsidiaries

i. Kling Blockchain IFSC Private Limited

ii. Kling Fintech HK Limited

iii. Torus Kling Fintech Private Limited

As on March 31, 2024, there is no Joint Venture. The detailed list of subsidiaries and associates as on March 31, 2024, is provided as Annexure I. There has been no material change in the nature of the business activities of the subsidiaries and associates.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in presenting the audited consolidated financial statements pursuant to Section 129 of the Companies Act, 2013, as amended from time to time (the âActâ) and Regulation 34 of the Listing Regulations.

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

The Honâble NCLT, at the hearing held on 28th May 2024, Pronounced Orders in CP IB Number : CP (IB) No. 97/7/HDB/2022 in the matter of Mr. Katepalli Venkateswara Rao Vs M/s. Bio Green Papers Ltd approving the Resolution Plan submitted by Mr. Krishna Mohan Meenavalli, along with the Scheme of Arrangement (for the merger of M/s. String Metaverse Limited into Bio Green Papers Limited) and addendum, annexure, schedules forming part of the Resolution Plan. The scheme has been implemented from the appointed date i.e 1st April 2023 declared under Resolution Plan and the approved Scheme. The following consequential impacts have been given in accordance with approved resolution plan / Accounting Standards:-

a. The Authorised Capital of Bio Green Papers Ltd has been increased to Rs.110 crores consisting of 11,00,00,000 shares of Rs. 10/- each to accommodate the issuance of the shares pursuant to the approval of the Resolution Plan.

b. From the order of NCLT, the existing issued, subscribed and paid up equity share capital of the Company has been reduced from 2581.79 Lakh divided into 2,58,17,942 equity shares of Rs. 10 each to 96.09 Lakh divided into 9,60,866 equity share of Rs. 10 each vide meeting of the Board of Directors of the Company held on 22nd June 2024, thereby reducing the value of issued, subscribed and paid up equity share capital of the Company by 2,485.70 Lakhs. Further Pursuant to the approval of the resolution by the Honâble NCLT, the Board of Directors in the said Meeting allotted on preferential basis 50,00,000 equity shares of INR 10/- each to the Corporate Debtor to RA; and 9,60,00,000 Equity shares of Rs. 10/- each fully paid up to the shareholders of the M/s String Metaverse Ltd (Transferor Company) in the following swap ratio: "Six Equity Shares of Rs 10/-each of M/s Bio Green Papers Ltd shall be issued for every Ten Equity Shares of Rs 1 each to every shareholder of M/s String Metaverse Ltd held on Record Date". Accordingly, an allotment of 9,60,00,000 Equity shares of Rs. 10/- each fully paid up made to the Shareholders of M/s.String Metaverse Ltd as a consideration for the merger of the Transferor Company into the Corporate Debtor

c. In respect of de-recognition of operational and financial creditors along with assets, the net difference amounting to 73.14 Lakh between the carrying amounts of financial liabilities extinguished and consideration paid along with value of assets, is recognised in statement of profit or loss account in accordance with Ind AS and guidance as prescribed under section 133 of the Companies Act, 2013 and accounting policies consistently followed by the Company and disclosed as an âExceptional itemsâ.

d. Pursuant to the order of Amalgamation of the String Metaverse Limited, all the assets and liabilities along with subsidiaries stand transferred and vested in the Transferee Company with effect from the effective date.

SHARE CAPITAL:

1. Authorised Share Capital

> The Authorised Share Capital of the Company as on 31^st March, 2024 was INR 29,00,00,000/-.

> However, pursuant to the Scheme of Arrangement approved along with the Resolution Plan, considering 01^st April 2023 as the Appointed date, the share capital of the Transferor Company was clubbed with the Share Capital of the Transferee Company. Hence, considering the merger, the Share Capital of the Merged entity was increased to INR 45,50,00,000/> Further, the Board of Directors of the Company, In its meeting held on 5^th June 2024, pursuant to the

Resolution Plan, increased the Authorised Share Capital of the Company to INR 110 Crores. Considering the changes mentioned herein above, the Current Authorised Share Capital of the Company is INR 110,00,00,000/- divided into 11,00,00,000 equity shares of INR 10/- each.

2. Paid-up Share Capital

> The Paid-Up Share Capital of the Company before the date of NCLT Order was INR 25,81,79,420/-divided into 2581942 equity Shares of INR 10/- each.

> Pursuant to the Reduction proposed in the Resolution Plan, (with effect from the record date i.e, 21^stJune 2024) the paid-up share capital of the Company was reduced to INR 96,08,660/- divided into 960866 equity shares of INR 10/- each.

> Further the following allotments were done by the Board of Directors in their meeting held on 22^ndJune 2024:

a) Allotment of INR 50,00,000 equity shares to the Resolution Applicant against the funds infused by him in the Company

b) Allotment of 9,60,00,000 equity shares of the Company to the Shareholders of String Metaverse Limited (Transferor Company) as a consideration towards merger of Transferor Company into Bio Green Papers Limited

> Further, the Board of Directors of the Company at their meeting held on 13 th August 2024, pursuant to the Resolution Plan allotted 50,00,000 equity shares of the Company to the Strategic Investors.

Considering, the aforementioned reductions and allotments, the present Paid-up share capital of the Company

is INR 106,96,08,660/- divided into 10,69,60,866 equity shares of INR 10/- each.

EVENT BASED DISCLOSURE

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employeeâs stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Non- Exercising of voting rights: During the year under review, there were no instances of nonexercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The

Company did not purchase or give any loans for purchase of its shares.

6. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

PUBLIC DEPOSITS:

During the financial year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the financial year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Accounts of the Standalone Financial Statements which forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

All the transactions entered during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the armâs length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of the Annual Report. Accordingly, the disclosure of Related Party Transactions as required under Section 134 of the Act is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board from time to time is available on the Companyâs website and can be accessed at https://www.stringmetaverse.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Board of Directors (the âBoardâ) of your Company comprised of 07 (Seven) Directors (earlier management of the Company prior to CIRP). However, as during the period under review, the Company was undergoing CIRP, the NCLT appointed Mr. Chinna Gurappa as Resolution Professional for the Company.

As per the order of Hon''ble NCLT, dated 28th May 2024, pronounced in CP IB Number: CP (IB) No. 97/7/HDB/2022, the existing Directors of the Company as on the date of order, stands replaced by the new Board of Directors with effect from 31 May,2024.

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Sr. No	DIN/PAN	Name	Designation	Category	Date of Appointment
1	01807011	Ghanshyam Dass	Additional Director	Non-Executive	05/06/2024
2	02090966	Vivek Kumar Ratakonda	Additional Director	Non-Executive	05/06/2024
3	03273674	Rohit Reddy Samala	Additional Director	Non-Executive	05/06/2024
4	09791314	Sarat Kumar Malik	Additional Director	Independent, Non-Executive	05/06/2024
5	AUQPM2919 L	Meenavalli Krishna Mohan	CFO		05/06/2024

6	08243455	Meenavalli Krishna Mohan	Director	Executive	31/05/2024
7	09330391	Meenavalli Ganesh	Managing Director	Executive	31/05/2024
8	CZDPA9897H	Sai Santosh Althuru	CEO	_-	05/06/2024
9	09529431	Sai Santosh Althuru	Director	Executive	31/05/2024
10	08293731	Naga Anusha Vegi	Additional Director	Independent, Non-Executive	22/06/2024
11	10200896	Deenadayal Tripurasetty	Additional Director	Independent, Non-Executive	23/07/2024
12	00795741	Arvind Jadhav	Additional Director	Independent, Non-Executive	06/09/2024
13	02011183	Anima Rajmohan Nair	Additional Director	Independent, Non-Executive	06/09/2024
14	FRZPM0169P	Muskan Bhandari	Company Secretary		23/07/2024

The constitution of the Board of the Company is pursuant to the NCLT Order. However, the regularisation of the Directors appointed herewith, is forming part of the Notice to this Annual General Meeting.

Based on the written representations received from the Directors, none of the Directors of the Company is disqualified under Section 164 of the Act.

INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:

The Company has received requisite declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act read with the Rules framed thereunder and Regulation 16 of the Listing Regulations. The Independent Directors have also confirmed that they have registered their names in the data bank of Independent Directors maintained with / by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors as an Independent Director of the Company and the Board is satisfied with the integrity, expertise, and experience including proficiency, in terms of Section 150 of the Act and the Rules made thereunder.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of out of pocket expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board of Directors, recommends, the appointment of Mr. Sarat Kumar Malik (DIN: 09791314), Ms. Naga Anusha Vegi (DIN: 08293731), and Mr. Deenadayal Tripurasetty (DIN: 10200896), Mr. Arvind Jadhav (DIN: 00795741) and Mrs. Anima Rajmohan Nair (DIN: 02011183). additional Directors of the Company as the Independent Directors of the Company. These individuals were initially appointed as additional directors (Independent Director category) by the Board, following an order from the Honâble National Company Law Tribunal (NCLT). Their appointment as Independent Directors will be presented for approval at the forthcoming Annual General Meeting (AGM).

The Board of Directors, also recommends the appointment of Mr. Ghanshyam Dass, (DIN: 01807011), Mr. Vivek Kumar Ratakonda, (DIN: 02090966), Mr. Rohit Reddy Samala, (DIN: 03273674), as Non-Executive Directors of the company. These individuals were initially appointed as additional directors (Nonexecutive Director category) following an order from the Honâble National Company Law Tribunal (NCLT). Their appointment as Directors will be presented for approval at the forthcoming Annual General Meeting (AGM).

The Board of Directors, also recommends the appointment of Mr. Meenavalli Ganesh, (DIN: 09330391) as the Managing Director of the Company, Mr. Krishna Mohan Meenavalli (DIN: 08243455) and Mr. Sai Santosh Althuru (DIN: 09529431) as the Executive Directors of the Company. These individuals were initially appointed as Directors of the Company by the Resolution Professional post the completion of the CIRP process replacing the earlier Board. Their appointment as Directors will be presented for approval at the forthcoming Annual General Meeting (AGM).

MANAGING DIRECTOR, JOINT MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER:

Post the order of Honâble NCLT, Mr. Ganesh Meenavalli, was appointed as Managing Director and Mr. Sai Santosh Althuru, was appointed as Director & Chief Executive Officer of the Company w.e.f. 5^th June 2024.

RETIREMENT BY ROTATION:

During the year under review, Mr. Krishna Mohan Meenavalli, Director of the Company is liable to retire by rotation, and being eligible, has offered for re-appointment.

KEY MANAGERIAL PERSONNEL:

Mr. Ganesh Meenavalli, Managing Director, Mr. Santosh Althuru, Director and CEO, Mr. Krishna Mohan Meenavalli, Director & CFO and Ms. Muskan Bhandari, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMPs) of the Company in accordance with the provisions of Section 203 of the Act.

EVALUATION OF THE PERFORMANCE OF THE BOARD:

During the period under review (i.e., Fy 2023-24) the Company was under CIRP and was being monitored by the Resolution Professional Appointed by the Honâble NCLT. Hence, during the year under review, there were no performance evaluation of the Board of Directors was held.

Further, citing to the aforementioned reasons, there were was no Independent Director meeting held during the year under review.

NUMBER OF BOARD MEETINGS HELD

During the year under review, the company was under CIRP and hence no meeting of the Board of Directors was held.

REMUNERATION POLICY:

The Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, is placed on the website of the Company at https//:www.stringmetaverese.com

COMMITTEES OF THE BOARD:

The Board of your Company, at their meeting held on 6^th September 2024 have formed various Committees, as per the provisions of the Act and the Listing Regulations and as a part of the best Corporate Governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on the business and for better governance and accountability, the Board has constituted the following Committees:

A. Audit Committee

As on reporting date, the Audit Committee comprises of the following members:

S.No	Name of the Key Managerial Personnel	Designation
1	Mr. Sarat Kumar Malik	Chairperson
2	Mr. Ghanshyam Dass	Member
3	Mrs. Naga Anusha Vegi	Member
4	Mr. Deenadayal Tripurasetty	Member

The Company Secretary & Compliance Officer of the Company act as the Secretary of the Audit Committee.

The details with respect to the Composition, powers, revised / updated roles and terms of reference, etc. of the Audit Committee are given in the âCorporate Governance Reportâ which is presented in a separate section and forms part of the Boardâs / Annual Report.

During the year under review, as a reason of ongoing CIRP in the Company, the powers of the Board of Directors of the Company were vested with the Resolution Professional. Hence there was no Audit Committee meeting was held during the FY 2023-24.

Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations to report concerns about unethical behaviour. The Policy enables the Directors, employees and all the stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

The Audit Committee of the Company oversees / supervise a Vigil Mechanism / a Whistle Blower Policy of the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Chairman of the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. The Policy is uploaded on the Companyâs website at https//:www.stringmetaverese.com

B. Nomination, Remuneration and Compensation Committee

As on the date of this Report, the Nomination Remuneration & Compensation Committee (the âNRCâ) comprises of the following members:

S.No	Name of the Key Managerial Personnel	Designation
1	Mr. Deenadayal Tripurasetty	Chairperson
2	Mr. Ghanshyam Dass	Member
3	Mrs. Naga Anusha Vegi	Member

The details with respect to the Composition, powers, roles, terms of reference, etc. of the NRC are given in the âCorporate Governance Reportâ which is presented in a separate section and forms part of the Boardâs / Annual Report.

C. Stakeholders Relationship Committee

As on reporting date, the Stakeholdersâ Relationship Committee (the âSRCâ) comprises of the following members:

Sr. No.	Name of the Member	Designation
1	Mr. Vivek Kumar Ratakonda.	Chairperson
2	Mr. Sarat Kumar Malik	Member
3	Mr. Krishna Mohan Meenavalli	Member

The Company Secretary & Compliance Officer of the Company act as the Secretary of the SRC.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the SRC are given in the âCorporate Governance Reportâ which is presented in a separate section and forms part of the Boardâs / Annual Report.

D. Risk Management Committee:

The Risk Management Committee of the Board is not applicable to the Company during the period under review. Hence the Company has not formulated a risk management committee.

INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT:

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companyâs operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control.

During the year under review, the Company was going under CIRP and hence there was no internal audit carried out during the period under review.

However, the Board of Directors of the Company have appointed M/S.Bhanumurali & Co, Chartered Accountants, Telangana , India, as the internal auditors of the Company at their meeting held on 6th September 2024 to carry out the internal audit for the FY 2024-25.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report, is not applicable to the Company, during the period under review.

CORPORATE GOVERNANCE:

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, consciences transparency, fairness, sound disclosure practices, accountability and commitment to values.

Your Company has come out of CIRP process as per the NCLT Order dated 28^th May, 2024. The new Management is keen in maintaining high standards of Corporate Governance in compliance with the Listing Regulations. The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations forms an integral part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act and the Listing Regulations as amended from time to time.

However, it is hereby informed that, during the period under review, the Company was under CIRP and was under control of the Resolution Professional. Hence, the new management is not able to comment on the compliance of the Corporate Governance norms for the FY 2023-24

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as ANNEXURE-II to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of the Listing Regulations, a separate section on the Management Discussion and Analysis Report (the âMDARâ) highlighting the business of your Company forms part of the Annual Report. It inter-alia, provides details about the economy, business performance review of the Companyâs various businesses and future forecasts.

The Management Discussion & Analysis Report, forming part of this Annual Report is enclosed as ANNEXURE-III

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

The Following Orders were passed by the Honâble NCLT post the closure of the Financial Year and before the date of this report:

1. Tribunal vide its order dated 30.05.2023 in CP (IB) No. 97/7/HDB/2022 (âCompany Petitionâ) admitted the application filed by Mr. Katepalli Venkateswara Rao /Financial Creditor under Section 7 of the Code and ordered Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor i.e. M/s Bio Green Papers Limited, further to which moratorium was declared and Mr. Machar Rao Meenavalli was appointed as the Interim Resolution Professional.

2. Consequently, the meeting of the Committee of Creditors was conducted on 07.07.2023 after giving due notice to creditors as per the provisions of Section 22(1) of the Insolvency and Bankruptcy Code, 2016 and COC with 80.13% voting share resolved to appoint Mr. Chinna Gurappa as Resolution Professional. It is further submitted that the CoC constituted on 01.07.2023 was reconstituted on 23.08.2023 after receipt of further claims from Creditors as the members of COC

the Insolvency and Bankruptcy Code, 2016 (the âCodeâ), subject to the Approval of the said Resolution Plan by the Honâble National Company Law Tribunal, Hyderabad Bench. The said Plan was filed before the Honâble NCLT.

4. The Honâble NCLT, at the hearing held on 28th May 2024, Pronounced Orders in CP IB Number : CP (IB) No. 97/7/HDB/2022 in the matter of Mr. Katepalli Venkateswara Rao Vs M/s. Bio Green Papers Ltd approving the resolution plan submitted by Mr. Krisna Mohan Meenavalli, along with the Scheme of Arrangement (for the merger of M/s. String Metaverse Limited into Bio Green Papers Limited) and addendum, annexure, schedules forming part of the Resolution Plan.

AUDITORS & AUDITORâS REPORTS

1. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, M/s. Bhanumurali & Co, Chartered Accountants were appointed as the Internal Auditors to conduct internal Audit of the Company for the Financial Year 2024-25

No internal auditor was appointed by the Resolution Professional to do the Internal Audit for the FY 2023-24 as the Company was under CIRP during the period under review.

2. Statutory Auditors:

As per the order of Honâble NCLT, the Board has appointed M/s. Gorantla & Co., Chartered Accountants, (Firm Registration No. 016943S) as the Statutory Auditors of your Company. The Notice to this 30^th Annual General Meeting contains a resolution for recommending to shareholders, appointment of M/s. Gorantla & Co., Chartered Accountants, as Statutory Auditors of the Company for a term of 05 (Five) consecutive years from the Conclusion of this Annual General Meeting till the Conclusion of 35 ^th Annual General Meeting to be held in the year 2029.

The enabling resolution for such appointment will be placed before the shareholders for their approval and ratification. The Company has received the eligibility certificate from the Statutory Auditors confirming that they are not disqualified from continuing as an Auditors of the Company.

The Auditorsâ Report is annexed to the Financial Statements and does not contain any qualifications, reservations, adverse remarks or disclaimers and is unmodified. Further, Notes to Accounts are selfexplanatory and do not call for any comments.

3. Secretarial Auditors:

M/s. Pawan Jain & Associates, Company Secretaries (M. No.: ACS 47325, C.P. No. 23692, Peer Review 4017/2023), are appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

Since during the period under review, the Company was under CIRP, there was no Secretarial Auditors appointed for the FY 2023-24.

REPORTING OF FRAUDS BY THE AUDITORS:

During the Financial Year under review, the Statutory Auditors have not reported to the Audit Committee and the Board under Section 143 of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boardâs Report.

ANNUAL RETURN:

Pursuant to Sections 92 and 134 of the Act, the Annual Return as on March 31, 2024 in Form MGT-7 is available on the website of the Company and can be accessed at https//:www.stringmetaverese.com

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report as Annexure IV.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate section forming part of this report.

Further, the Report and the Accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [email protected]

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Companyâs website and can be accessed at https//:www.stringmetaverese.com

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office of the Company through various interventions and practices. The Company endeavours to create and provide an environment that is free from any discrimination and harassment including sexual harassment.

Your Company has in place a robust Policy on Prevention of Sexual Harassment at workplace (âPOSHâ/ the âPolicyâ). The Policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Complaints Committee (âICCâ) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance and forms a part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, as amended from time to time, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure V.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

The following material changes and commitments that occurred after the closure of financial year till the date of report, which may affect the financial position of the Company:

On 28th May 2024, the Hon''ble NCLT approved the resolution plan submitted by Mr. Krisna Mohan Meenavalli in the case of Mr. Katepalli Venkateswara Rao Vs M/s. Bio Green Papers Ltd (CP (IB) No. 97/7/HDB/2022), including the merger of M/s. String Metaverse Limited into Bio Green Papers Limited.

Key Changes pursuant to the Approved Resolution Plan:

1. Change of Management of the Company.

2. Extinguishment of Promoter Shareholding:

Pursuant to the NCLT Approved Resolution Plan, the equity shares held by the promoters and promoter group is cancelled effective from the record date i.e., 21^st June 2024, without any payout.

3. Cancellation of Public Shareholding:

95% of the equity shares held by the public shareholders as on the record date stands cancelled as per the NCLT Order, without any payout. In other words Cancellation of the entire shareholding of the existing shareholders without any payment of consideration and re-issue of one (1) equity share of Rs. 10/- each for every 20 equity shares of Rs. 10/- each held by the Public Shareholders on the Record date to be announced by the Company.

4. Allotment of Shares for Infusion of Funds:

Pursuant to the Resolution Plan, the Board of Directors of the Company at their meeting held on 22^nd June 2024, allotted 50,00,000 equity shares to the Resolution Applicant (RA) against the consideration of INR 5,00,00,000/- infused by the RA.

5. Allotment of Shares for Merger

Pursuant to the Resolution Plan, the Board of Directors of the Company at their meeting held on 22^nd June 2024 allotted 9,60,00,000 equity shares to the shareholders of String Metaverse Limited (Transferor

Company) as a consideration towards the merger of String Metaverse Limited into Bio Green Papers Limited.

6. Preferential Allotment:

The Board of Directors of the Company, at their meeting held on 13^th August 2024, allotted 50,00,000 equity shares of the Company to the Strategic Investors at a issue price of INR 15/- per share to raise INR 7,50,00,000/- towards working capital requirements.

Changes in Constitution Documents pursuant the NCLT Approved Resolution Plan:

GIST OF CHANGE IN THE CONSTITUTION DOCUMENTS as envisaged in the Approved Resolution Plan is as under:

1. Change in name of the Company and Alteration of Name Clause in the Memorandum of Association and Articles of Association of the Company.

2. Change in the Object Clause of the Memorandum of Association of the Company

3. Change in the Authorised Share Capital Clause of the Company.

4. Change in the Article of Association (Adoption of Table F pursuant to Companies Act, 2013)

Rationale behind Merger of String Metaverse Limited into Bio Green Papers Limited :

The Scheme of Arrangement involves the merger of the Transferor Company (âString Metaverse Private Limitedâ) into M/s. Bio Green Papers Ltd (Corporate Debtor) ensures the continuity of the Corporate Debtor, which preserves the going concern valuation of the Corporate Debtor and also develops the market and generates adequate cash flow as compared to an asset under liquidation. Other benefits for both Companies are as under.

a. Help to facilitate the revival of M/s. Bio Green Papers Limited as a going concern.

b. Result in enhancing the scale of operations and reduction in overheads, administrative, managerial, and other expenditure, operational rationalisation, sharing of organisational efficiency, and optimal utilisation of resources,

c. Amalgamation would enhance shareholder value for both companies by way of improved financial position and cash flows, increased asset base, and stronger consolidated revenue and profitability.

d. Combined entity will help to undertake larger expansion strategies and to tap bigger opportunities in the industry.

DIRECTORSâ RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under Section 134 of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they have 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 ended on March 31, 2024 and the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CEO/CFO CERTIFICATION

In line with the requirements of Schedule-V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO of the Company have submitted a certificate to the Board, certifying inter-alia, that the Financial Statements and the Cash Flow Statement for the year ended March 31, 2024 were reviewed to the best of their knowledge and belief, that they do not contain any material untrue statement, do not omit any material facts, are not misleading statements, together present a true and fair view and are in compliance with the applicable laws and regulations. The certificate further confirms that the transactions entered into by the Company for establishing internal control, financial reporting, evaluation of the internal control systems and making of necessary disclosures to the Auditors have been complied with.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBCâ) DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR:

3. The COC by way of e-voting approved the resolution plan submitted by Mr. Krishna Mohan Meenavalli (âResolution Applicantâ) with requisite majority, in accordance with the provisions of Section 30(4) of the Insolvency and Bankruptcy Code, 2016 (the âCodeâ), subject to the Approval of the said Resolution Plan by the Honâble National Company Law Tribunal, Hyderabad Bench. The said Plan was filed before the Honâble NCLT.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not availed any loan from any Bank / Financial Institutions, during the financial year under review. There was no instance of one-time settlement with any Bank or Financial Institutions during the financial year under review.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the year under review:

a. The Changes in the nature of Business of the Company on account of Merger, forms part of this Report.

b. The financial statements are prepared accordingly considering the following

â¢ Merger of String Metaverse Limited into Bio Green Papers Limited with effect from the Appointed dated i.e., 1^st April 2023

â¢ The adjustents pursuant to the Resolution Plan are done wherever required.

c. Disclosure pertaining to maintenance of cost records as specified under the Act is not applicable to the Company during the period under review

d. The Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise, during the period under review.

e. There has been no failure in implementation of any Corporate Action.

f. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, to the extent possible as the Company was under CIRP during the period unde rreveiw.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report (âMDARâ) as explained in a separate Section in this Report, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.

For and on behalf of the Board of Directors For Bio Green Papers Limited

Krishna Mohan Meenavalli Ganesh Meenavalli

Date: 6^th September 2024 Director & Chief Financial Officer Managing Director

Place: Hyderabad DIN: 08243455 DIN: 09330391

Mar 31, 2014

The Members,

The Directors'' have pleasure in presenting the Twentieth Annual Report of the Company and the Audited Financial Statements of Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

The main Financial Highlights of the Company are given below:

Particulars As on 31/3/2014 As on 31/3/2013 (Rs.) (Rs.)

Total Income 61,362,845 88,455,089

Increase or Decrease in stock 109,184 2,722,252

Operating & Admn. Expenses 52,115,240 80,198,580

Depreciation 8,913,984 8,484,970

Profit for the Year 373,872 1,663,986

REVIEW OF OPERATIONS:

During the year under review the Company could earn Income of Rs. 6.14 Crores as compared to Rs. 8.85 Crores, whereas profit of the Company after taxation is Rs. 0.04 Crores as compared to 0.17 Crores last year.

DIVIDEND:

In view of the inadequate profits, your Directors do not recommend any dividend.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT About Company Introduction

This is only a summary. Investors should read the following summary with the Risk Factors mentioned and the more detailed information about us and our financial statements included elsewhere in this Information Memorandum Summary of Industry The global pulp and paper industry consists of about 5000 industrial pulp and paper mills, and an equal number of very small companies. The annual global paper and paperboard production was approximately 382.0 million tonnes in 2006. It is expected to increase to 402.0 million tonnes by 2010 and 490.0 million tonnes by 2020. USA is the largest market for paper products and commands high per capita consumption of 260 Kgs. Asia''s main markets are China, Japan, India, Malaysia, Singapore and Thailand.

(Source: Websites of global consulting group ''Pyory'' and International Council of Forest and Paper Association)

The paper and paperboard industry has witnessed a radical shift in the last decade. Due to the strong economic growth in both China and India, the demand for paper and paperboard is increasing rapidly and they are expected to emerge as an important market for pulp & paper. The share of fast developing Asian markets, excluding Japan, in global consumption has increased to 34% by 2010 from 32% in 2006.

The share of mature markets like North America and Europe would fall to 50% by 2010 from 52% in 2006. It is expected that Asian market would account for 60% of global incremental production during the period 2004-2020.

Indian Paper Industry

The Indian Paper Industry accounts for about 1.6% of the world production of paper and paperboard. The estimated turnover of the industry is Rs 25,000 crore (USD 5.95 billion) approximately and its contribution to the exchequer is around Rs. 2918 crore (USD 0.69 billion). The industry provides employment to more than 0.12 million people directly and 0.34 million people indirectly. The industry was de-licensed effective

from July, 1997 by the Government of India; foreign participation is permissible. Most of the paper mills are in existence for a long time and hence present technologies fall in a wide spectrum ranging from oldest to the most modern. The mills use a variety of raw material viz. wood, bamboo, recycled fibre, bagasse, wheat straw, rice husk, etc.; approximately 35% are based on chemical pulp, 44% on recycled fibre and 21% on agro-residues. The geographical spread of the industry as well as market is mainly responsible for regional balance of production and consumption.

With added capacity of approximately 0.8 million tons during 2007-08 the operating capacity of the industry currently stands at 9.3 million tons. During this fiscal year, domestic production of paper and paperboard is estimated to be 7.6 million tons. As per industry guesstimates, over all paper consumption (including newsprint) has now touched 8.86 million tons and per capita consumption is pegged at 8.3 kg.

Demand of paper has been covering around 8% for some time. During the period 2002-07 while newsprint registered a growth of 13%, Writing & Printing, Containerboard, Carton board and others registered growth of 5%, 11%, 9% and 1% respectively. So far, the growth in paper industry has mirrored the growth in GDP and has grown on an average 6-7 per cent over the last few years. India is the fastest growing market for paper globally and it presents an exciting scenario; paper consumption is poised for a big leap forward in sync with the economic growth and is estimated to touch 13.95 million tons by 2015-16.

The futuristic view is that growth in paper consumption would be in multiples of GDP and hence an increase in consumption by one kg per capita would lead to an increase in demand of 1million tons. As per industry estimates, paper production are likely to grow at a CAGR of 8.4% while paper consumption will grow at a CAGR of 9% till 2013-14.

The import of pulp & paper products is likely to show a growing trend. Foreign funds interest in the Indian paper sector is growing. IFC, the investment arm of the World Bank is already associated with at least three of the IPMA member mills. The increasing demand for paper brings with it new challenges of economies of scale, efficient usage of resources, need to develop and expand sustainable use of fibre, and value chain management, etc. Despite the fact that the Indian Paper Industry holds its importance to the national economy, unfortunately it stands fragmented. Paper sector is dominated by small and medium size units; number of mills of capacity 50000 tons per annum or more is not more than 25. Less than half a dozen mills account for almost 90% production of newsprint in the country. There is a growing need to modernize the Indian mills, improve productivity and build new capacities.

Demand for Kraft paper

With increased economic activity the demand for paper especially Kraft paper, industrial paper, duplex boards, and corrugating material is too poised for healthy growth. Industrial paper is the highest value segment in the paper industry and accounts for 41% of the total market size.

Kraft paper is usually the brown paper that is commonly used for manufacturing brown bags, cartons, etc. It is largely used to manufacture corrugated boxes, bags, sacks, etc. However, corrugated boxes account for 85-90 per cent of the total demand for Kraft paper. Demand for Kraft paper depends on the growth in consumer durables, the manufacturing industry, horticulture, FMCG etc. Strong growth in end-user sectors such as pharmaceuticals, horticulture, ready to eat foods, marine products, textiles, consumer durables and other industrial products is expected to result in a buoyant growth for Kraft paper. Duplex boards which are mainly used as primary packaging for various products such as pharmaceuticals, cigarettes, matchboxes, agarbattis, toothpastes and other similar consumer items is witnessing robust demand. Growing agro-based sector, including horticultural products, fresh and canned fruits, etc. This, together with the Government policy to replace wooden crates by containerboard boxes particularly in fresh fruit packaging, will create new demand for corrugated boxes Demand Drivers for Kraft paper Consumption of industrial paper is closely linked to growth in the packaging industry, industrial production and development in packaging technology and substitution by other materials. Following are other important factors contributing to demand growth in industrial paper:-

a) The growing popularity of ready-to-eat products, liquid products and other perishable products will result in higher demand for attractive and durable packaging, thus increasing demand for Kraft paper and duplex boards._

b) Branding is a big driver of packaging, as manufacturers try to create identifiable and attractive brands. With more and more consumers opting for branded goods, demand for Kraft paper and duplex boards is expected to remain strong in the future.

c) With increase in malls, departmental stores and other such modern retail formats, manufacturers use innovative packaging solutions to increase their sales.

d) The fastest-growing end-use segments for duplex boards are foodstuffs, consumer durables, garments, pharmaceuticals, cigarettes and matchsticks. Gradual shift in population from rural to urban as well as change in lifestyle due to improvement in the standard of living, demand for duplex boards is expected to explode.

OVERVIEW

Bio Green Papers Limited is in business of Kraft Paper Production and Duplex Board Production. The Kraft Paper produced by the Company is of 70 GSM to 180 GSM quality range and used to make corrugated boxes, paper tubes, cones, match boxes, shoe boxes and cosmetic containers. The Duplex Board has 150 to 400 GSM range and used for Gift Boxes, Shoes Boxes, Product and Food Packaging and Flat Files.

Product Profile

The line of business in which BGPL is engaged in are manufacturing of Kraft Paper board, Duplex paper board and Bio Fuel plantation.

Kraft Paper:- Manufacturing Process of Kraft & Duplex Board:

Manufacturing process of Kraft & Duplex paper consists of the following stages:

1. Pulping

2. Paper Making

3. Finishing & Storage PULPING:

The waste paper is so chosen that no deinking process is involved. Waste Paper is fed into the high speed hydra pulper filled with plain water and rotated to form a mass known as water turbulence. The mass is discharged over the wire mash. Water collected is taken away. This will give the paper higher bursting strength.

PAPER MAKING:

Paper can be defined as a sheet or continuous web of fibers. The strength of the paper is obtained by interlacing of fibers. The fibers in water suspension with requisite consistency are allowed to pass over the endless wire from where the drained away and the paper after pressing and drying are reeled. The strength of paper is determined largely by the length, diameter and thickness of wall and flexibility and bonding characteristics of fiber used. The bulk density, porosity, uniformity and other properties are dependent on the inherent qualities of fibers as well as on the treatment given in the process of manufacture. Mixing, Cleaning and Refining are done in this stage. Waste paper pulp is properly mixed in a Beater. Any dust if remaining, is thoroughly removed. This pulp is passed through Vibrating Screen, Centrifugal Cleaner and refined in Disc Refiners.

PAPER FORMING:

The refined slurry, treated with additive chemicals and binding agents is pumped into Head Box of Paper Machine and couched on to the moving moulds which takes it to Press Rolls and paper is formed. The excess water has been squeezed out and paper formed is taken to MG Drier for drying by steam and reeling.

TRIMMING & PACKING:

The dried paper is trimmed in slitter for required width - usually 48" and packed on reels for selling.

Kraft Paper is used in:

1) Packaging of

Consumer Durables (TV, Fridge/AC/Washing Machine), Oil Packaging, Textile Industries, Yarn Industries, Engineering Goods, Fruits / vegetables / Flowers, Pharmaceutical Companies, Foods & Beverages Companies, Glass Industries, Ceramic Industries, Auto Part, Garment Industries, Cosmetic Industries.

2) Tubes & Cones

Cone Tubes for Paper Mills, Core Polly Films/Plastic, and Textile tubes/Yarn Tubes.

3) Wrapping Purpose

Wrapping of paper rolls/sheets, Wrapping of laminate, Furniture wrapping, Bags Manufacturing. Also to make corrugated boxes, / Match Boxes /Shoe Boxes, etc.

Kraft Paper Range:

GSM BF Deckle Size Cobb Die. of Reel Color

70 to 170 12 to 25 2.5 m As per req. 48" Max. As per requirement

Duplex Paper:-

Duplex Paper is generally manufactured by using bleached and unbleached paper together to form duplex paper. One side of the duplex paper will be cleaned and bleached and the other sides are unbleached and rough. In India there are few manufacturers in organic sector. Duplex paper largely used in paper bags like cement bags and paper shopping bags and even also for food packaging industry, Also used for Gift Boxes / Shoe Boxes / Product Packaging Boxes/ Food Packaging/ Flat Files. There is good market growth of paper bags.

Duplex Board Range

GSM Deckle Size Cobb

150 to 400 30-450 As per requirements

Bio Fuel

The Bio-Diesel production involves mainly two steps:

1) Extraction of oil from the seeds.

2) Conversion of vegetable oil to bio diesel.

The extraction of oil can be done in any suitable oil extraction unit. Commonly used oil extraction units can be used for extraction of oil from Jatropha as well. The second step of conversion of vegetable oil to bio diesel requires chemical processing plant. The operation of this plant requires specific training and this can be done by well trained engineers/ diploma holders/chemists.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

Industrial relations continue to remain peaceful at the manufacturing plant. All the employees are working with the Company for a common objective. Industrial relations of the Company were cordial during the year.

SHAREHOLDING OF DIRECTORS

The shareholding of the directors as on March 31,2014 is as under:

Sr. No Name of the Director No. of Shares held

1 V. Jagdish 8,25,000

Total 8,25,000

AUDITOR''S REPORT:

The observations made in the Auditors'' Report are self-explanatory and therefore do not call for further comments under Section 217 of the Companies Act, 1956.

AUDITORS:

M/s. D.M.Rao & Co, Chartered Accountants, Visakhapatnam, have given their consent for appointment as Statutory Auditors of the Company, if appointed at the ensuing Annual General Meeting. The Company has received a letter from M/s. D.M.Rao & Co,, Chartered Accountants, to the effect that their appointment, if made would be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956. Yours Directors recommend their appointment.

CORPORATE GOVERNANCE:

The company has been proactive in following the principles and practices of good Corporate Governance. The company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this report.

DEPOSITORIES:

The Company is registered with both National Securities Depository Limited and Central Depository Services (India) Limited. The shareholders can take advantage of holding their scrips in dematerialised mode.

FIXED DEPOSITS:

The Company has not accepted fixed deposits from public during the year under review.

INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been insured. PERSONNEL:

There was no employee employed during the year or part of the year drawing remuneration, which falls within the purview of the provisions of section 217(2A) of the Companies Act, 1956. Therefore the statement for the same is not attached.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information as required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

Part B. Consumption per Unit of Production:

Particular Consumption per Unit of Production

Electricity 370 units

Coal/Rice Husk 0.85 tons

B. Technology Absorption Adaptation and innovation:

The research and product development activities are primarily directed towards product development.

DIRECTORS RESPONSIBILITY STATEMENT:

In Compliance of Section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm that:

(a) The Company has followed the applicable standards in the preparation of the Annual Accounts and there had been no-material departure.

(b) The Directors had selected the 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 aforesaid period.

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, Bankers and various Government agencies and looks forward to their continued cooperation.

For and on behalf of Board of Directors

Sd/- Sd/-

Place: Hyderabad Velamala Jagadish Venkateswarlu Velamala

Date: 30/05/2014 Managing Director Director

Mar 31, 2013

To The Members,

The Directors'' have pleasure in presenting the Nineteenth Annual Report of the Company and the Audited Statements of Accounts for the year ended 31 st March 2013.

FINANCIAL HIGHLIGHTS:

The main Financial Highlights of the Company are given below: REVIEW OF OPERATIONS:

Particulars As on 31/3/2013 As on 31/3/2012 (Rs) (Rs)

Total Income 88,455,089 67,371,002

Increase or Decrease in stock 2,722,252 3,192,832

Operating & Admn. Expenses 80,198,580 60,043,824

Depreciation 8,484,970 8,446,237

Profit for the Year 1,663,986 1,432,978

During the year under review the Company could earn Income of Rs. 8.85 Crores as compared to Rs. 6.73 Crores, whereas profit of the Company after taxation is Rs. 0.14 Crores as compared to 0.17 Crores last year.

DIVIDEND:

In view of the inadequate profits, your Directors do not recommend any dividend.

BOARD OF DIRECTORS

The composition of the Board of Directors during the Financial Year 2012- 2013 is as given below:

Sr. Name, Designation, Nationality Age (years) Relationship No

1 V Jagdish Indian 46 Yrs Promoter Director Director Elder Brother of (2)

2 V. Venkateswarlu Indian 42 Yrs Promoter Director Director Younger Brother of (1)

3 Thota Rajashekar Indian 48 Yrs Independent Director Director

4 Mallikarjuna Sarma Guntur Indian 44 Yrs Independent Director Director

5 B. Rajendar Indian 53 Yrs Independent Director Director

6. M. Balakrishna Murty (up to 11/03/2013) Indian 72 Yrs Independent Director

BRIEF PROFILE OF DIRECTORS:

Mr. V. Jagdish: Indian 45 Yrs Independent Director An Engineering Graduate in Mechanical Engineering from Osmania University, Hyderabad. Prior to becoming an entrepreneur Mr. Jagdish, pursued a career with Wartsila India Ltd, Rashtriya Ispat Nigam Ltd at Vizag and worked on Engineering Projects with ABB Ltd. More than 18 years of experience in Plant Engineering and considered as the entrepreneur who set up Kraft Paper and Duplex Board facility at lowest capital cost.

Mr. V. Venkateswarlu: A Law Graduate from Andhra University and have 12 years of Experience in Project Implementation and administration.

Mr. T. Rajashekar: He is an Engineering Graduate, had worked for Nagarjuna Fertilizers about 10 years and having good knowledge in the business field of Air Conditioning and maintenance over 15 years.

Mr. G. Mallikarjuna Sarma: He is a Commerce Graduate had work experience over 15 years in the field of Banking and Finance.

Mr. B. Rajendar: He is a Science Graduate having 25 years experience in the business of Mining. He is having lot of experience in maintaining Administration activities.

INTEREST OF THE DIRECTORS

Other than their respective shareholding in the Company and re-imbursement of expenses incurred and normal remuneration/sitting fee from the Company, the directors of the Company have no other interest in the Company.

Mr. T. Rajasekhar, Director and Mr. G Mallikarjuna Sarma, Director of the company retire by rotation and since eligible seek reappointment.

AUDITORS REPORT:

The observations made in the Auditors'' Report are self-explanatory and therefore do not call for further comments under Section 217 of the Companies Act, 1956.

AUDITORS:

M/s. D.M.Rao & Co, Chartered Accountants, Visakhapatnam, have given their consent for appointment as Statutory Auditors of the Company, if appointed at the ensuing Annual General Meeting. The Company has received a letter from M/s. D.M.Rao & CoÂ Chartered Accountants, to the effect that their appointment, if made would be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956. Yours Directors recommend their appointment.

CORPORATE GOVERNANCE:

The company has been proactive in following the principles and practices of good Corporate Governance. The company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this report.

DEPOSITORIES:

The Company is registered with both National Securities Depository Limited and Central Depository Services (India) Limited. The shareholders can take advantage of holding their scrips in dematerialised mode.

FIXED DEPOSITS:

The Company has not accepted fixed deposits from public during the year under review.

INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been insured.

PERSONNEL:

There was no employee employed during the year or part of the year drawing remuneration, which falls within the purview of the provisions of section 217(2A) of the Companies Act, 1956. Therefore the statement for the same is not attached.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information as required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

B. Technology Absorption Adaptation and innovation:

Your Company is a registered Non-Banking Finance Company (NBFC) and hence the disclosures under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as regards Technology Absorption, Adaptation and Innovation are not applicable.

C. Foreign Exchange Earnings and Outgoings:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgoings. Nil

DIRECTORS RESPONSIBILITY STATEMENT:

In Compliance of Section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm that:

(a) The Company has followed the applicable standards in the preparation of the Annual Accounts and there had been no-materiai departure.

(b) The Directors had selected the 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 aforesaid period.

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, Bankers and various Government agencies and looks forward to their continued cooperation.

For and on behalf of Board of Directors

Place: Hyderabad V.Jagadish V.Venkateswarlu

Date: 29/05/2013 Managing Director Director

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