Bio Green Papers Ltd

Dear Members,

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 Hon'ble 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.

The Hon'ble NCLT, along with the approval of the Resolution Plan, approved the Scheme of Arrangement ("Scheme") forming part of this Resolution Plan, for the merger of the String Metaverse Limited ("Transferor Company") 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 ("Transferor Company") as per the Scheme of Arrangement forming part of this plan.

The Board of Directors of Bio Green Papers Limited ("the Company" or "your Company" or "Bio Green") 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.

The Hon'ble 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.

The Hon'ble NCLT, along with the approval of the Resolution Plan, approved the Scheme of Arrangement ("Scheme") forming part of this Resolution Plan, for the merger of the String Metaverse Limited ("Transferor Company") 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 ("Transferor Company") as per the Scheme of Arrangement forming part of this plan.

The summary of the Company's 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.

As you are aware that, the Hon'ble 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.

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.

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.

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.

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

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 Company's 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.

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.

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

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

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.

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.

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

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.

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 "Act") 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 Hon'ble 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 Hon'ble 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 "Exceptional items".

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.

> 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.

> 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^st June 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^nd June 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.

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 employee's 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.

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.

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.

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.

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 arm's 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 Company's website and can be accessed at https://www.stringmetaverse.com

As on March 31, 2024, the Board of Directors (the "Board") 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.

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.

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 Hon'ble 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 Hon'ble 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).

Post the order of Hon'ble 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.

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.

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.

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 Hon'ble 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.

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

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

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:

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 "Corporate Governance Report" which is presented in a separate section and forms part of the Board's / 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.

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 Company's website at https//:www.stringmetaverese.com

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 NRC committee during the FY 2023-24.

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

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

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 SRC committee during the FY 2023-24.

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

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.

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 Company's 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.

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

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

All transactions entered with Related Parties for the year under review were on arm's 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 Company's 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.

As per Regulation 34 of the Listing Regulations, a separate section on the Management Discussion and Analysis Report (the "MDAR") 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 Company's various businesses and future forecasts.

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

The Following Orders were passed by the Hon'ble 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 ("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.

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

3. The COC by way of e-voting approved the resolution plan submitted by Mr. Krishna Mohan Meenavalli ("Resolution Applicant") with requisite majority, in accordance with the provisions of Section 30(4) of

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

4. The Hon'ble 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.

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.

As per the order of Hon'ble 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 Auditors' 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.

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.

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 Board's Report.

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

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 cs@stringmetaverse.com

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 Company's website and can be accessed at https//:www.stringmetaverese.com

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 ("POSH"/ the "Policy"). 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 ("ICC") 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.

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.

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.

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.

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)

The Scheme of Arrangement involves the merger of the Transferor Company ("String Metaverse Private Limited") 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.

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.

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.

1. Tribunal 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.

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

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

4. The Hon'ble 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.

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.

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

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

• 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.

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report ("MDAR") as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' 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.

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.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arm's length basis:

BIO GREEN PAPERS LIMITED ANNUAL REPORT 2023-24