To
The Members
The Board of Directors is pleased to present your Company's report on business and
opera ons along with audited nancial statements (standalone and consolidated) for the
nancial year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS
The nancial 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 Opera ons |
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 opera ons |
372.39 |
85.37 |
35,641.32 |
13,560.21 |
| Change in Inventories |
- |
- |
- |
- |
| Employee bene t expenses |
212.85 |
59.10 |
334.13 |
96.60 |
Finance Cost |
2.0 |
2.84 |
2 |
2.84 |
|
221.11 |
117.91 |
673.58 |
219.41 |
Deprecia on |
|
|
|
|
| Other expenses |
480.00 |
125.10 |
636.11 |
174.40 |
| Total Expenses |
1,288.35 |
390.32 |
37,287.14 |
14,053.46 |
| Pro t/(Loss) Before Tax & |
|
|
|
|
|
32.00 |
139.17 |
3,534.48 |
1,154.65 |
| Excep onal Items |
|
|
|
|
| Current Tax |
|
23.23 |
9.92 |
23.23 |
| Deferred Tax |
|
(23.23) |
|
(23.23) |
| Pro t/(Loss) er Tax |
32.00 |
66.03 |
3,524.56 |
1,081.51 |
| Other comprehensive (Net Tax) |
|
|
185.71 |
82.98 |
| Total Comprehensive |
|
|
3,710.27 |
1,164.49 |
|
32.00 |
66.03 |
|
|
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 nancial year 2024 25 marked a de ning milestone in the transforma on of String
Metaverse Limited (formerly Bio Green Papers Limited) into a next-genera on global digital
infrastructure and technology enterprise. The Company is now strategically focused on
delivering integrated Web 3.0, Online Gaming, Blockchain Technologies, and FinTech solu
ons that enable a decentralized, interoperable, and immersive digital future.
Pursuant to the successful implementa on of the NCLT-approved Resolu on Plan and Scheme
of Arrangement, String Metaverse Limited (Transferor Company) was merged into Bio Green
Papers Limited (now renamed String Metaverse Limited) with e ect from 28 May 2024. This
strategic merger has infused the Company with cu ng-edge capabili es, expanded its opera
onal scope, and rede ned its strategic direc on, rmly posi oning it as a cross-border Web3
and digital innova on pla orm.
The Company now operates through a diversi ed, mul -ver cal structure comprising:
Web3 Infrastructure & Validator Opera ons Deployment and management of
decentralized validator node networks across leading blockchain protocols, ensuring
ecosystem integrity, scalability, and performance.
Digital Asset Management & FinTech Establishment of regulated nancial
infrastructure via licensed en es in key urisdic ons, including Canada and the UAE,
enabling compliant asset management and decentralized nancial services.
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 loca ons such as the United Arab Emirates, Singapore, and Canada.
These en es are instrumental in advancing ntech pla orms, validator node opera ons, and
treasury infrastructure.
During FY 2024 25 and the rst quarter of FY 2025 26, the Company successfully enhanced
its capital base through fund-raising ini a ves, including Preferen al Allotment as part
of the Resolu on Plan and Scheme of Arrangement. These capital infusions have for ed the
balance sheet, provided resources for interna onal expansion, and accelerated product
innova on.
Looking ahead, the Company remains commi ed to building founda onal digital
infrastructure and pla orms 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-posi oned to scale its opera ons and
deliver sustained long-term value across the blockchain, gaming, and nancial technology
domains.
3. TRANSFER TO RESERVES
During the nancial 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 ini a ves and capital alloca on
priori es, the Board of Directors has decided not to recommend any dividend for the
nancial year ended March 31, 2025. This decision has been taken to conserve internal
resources and support con nued investment in product development, interna onal expansion,
and the scaling of infrastructure and opera ons. The Board believes that reinves ng
earnings at this stage will deliver greater long-term value to shareholders.
5. EARNINGS PER SHARE (EPS)
For the nancial 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 Sec on 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 na onwide trading terminal:
The Company has paid the Annual Lis ng Fees to the said Stock Exchange for the
Financial Year 2024-25 & 2025-26
8. SHARE CAPITAL:
The Par culars of share capital of the Company are as follows:
Par culars |
Amount (in Rs.) |
Authorized share capital (130,000,000 Equity Shares ofINR. 10.00 each) |
1,300,000,000 |
| As on 31-03-2025 |
|
Issued, subscribed and paid up share capital (106,960,866 Equity-
Shares of INR. 10.00 each) As on 31-03-2025. |
1,069,608,660 |
Shares allo ed during the FY 2024-2025:
a) Public Issue/ Rights Issue/ Preferen al Issue:
During the nancial year 2024 25, the Company allo ed 50,00,000 (Fi y Lakh) equity
shares of face value 10 each, aggrega ng to 5,00,00,000 (Rupees Five Crore), to Mr.
Krishna Mohan Meenavalli, the Resolu on Applicant, on a preferen al basis in considera on
of the funds infused by him into the Company.
Addi onally, the Company allo ed a further 50,00,000 (Fi y Lakh) equity shares of face
value 10 each at an issue price of 15 per share, aggrega ng to 7,50,00,000 (Rupees Seven
Crore Fi y Lakhs), to strategic investors on a preferen al basis.
b) Issue of Shares under ESOP:
The Company did not issue any shares under the Employee Stock Op on Plan (ESOP) during
the nancial year 2024 25.
c) Issue of Shares with Di eren al Rights:
The Company did not issue any equity shares with di eren al rights as to dividend, vo
ng, or otherwise during the nancial year 2024 25.
d) Issue of Sweat Equity Shares:
No sweat equity shares were issued by the Company during the nancial year 2024 25.
e) Issue of Bonus Shares:
The Company did not issue any bonus shares during the nancial year 2024 25.
f) Buy-back of Shares:
The Company did not undertake any buy-back of its shares during the nancial year 2024
25.
9.CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements for the nancial year ended March 31, 2025 have
been prepared in compliance with the applicable provisions of the Companies Act, 2013,
Regula on 33 of the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, and
in accordance with the Indian Accoun ng Standards (Ind AS) as prescribed under the
Companies (Indian Accoun ng Standards) Rules, 2015, no ed under Sec on 133 of the
Companies Act, 2013, along with other relevant provisions of the Act.
These audited consolidated nancial statements, together with the Independent Auditor's
Report, form an integral part of this Annual Report and provide a comprehensive overview
of the nancial posi on, performance, and results of opera ons of the Company and its
subsidiaries.
10.SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The subsidiary companies situated in India and outside India con nue 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 sec on of this Annual Report. Pursuant to the provisions of Sec on 129 of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the nancial 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 Regula on 34(2)(f) of the SEBI (Lis ng Obliga ons and Disclosure
Requirements) Regula ons, 2015, the top 1,000 listed en es based on market capitaliza on
are mandated to include a Business Responsibility and Sustainability Report (BRSR) as part
of their Annual Report.
As on the last day of the nancial year ended March 31, 2025, your Company does not fall
within the threshold of the top 1,000 listed en es as prescribed by SEBI. Accordingly, the
requirement to submit a BRSR is not applicable to the Company for the nancial year under
review
12. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Sec on 135 of the Companies Act, 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the requirement to cons tute a
Corporate Social Responsibility (CSR) Commi ee and adopt a CSR Policy applies to companies
that ful ll speci c thresholds related to net worth, turnover, or net pro t.
During the nancial year ended March 31, 2025, your Company did not cross any of the
prescribed thresholds under Sec on 135(1) of the Act. Consequently, the provisions
pertaining to CSR were not applicable to the Company for the nancial year 2024 25.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted robust policies and procedures to ensure the orderly and e cient
conduct of the Company's business. These include adherence to the Company's policies,
safeguarding of assets, preven on and detec on of frauds and errors, accuracy and
completeness of accoun ng records, and the mely prepara on of reliable nancial
disclosures.
The Board has ensured that the Company maintains adequate Internal Financial Controls
commensurate with its size, nature of opera ons, and business requirements. These controls
are periodically reviewed for their e ec veness and are designed to provide reasonable
assurance regarding the integrity and reliability of nancial repor ng and opera onal e
ciency.
14. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP), AND SENIOR MANAGEMENT
Board of Directors:
The Board of Directors of the Company is duly cons tuted in compliance with the
Companies Act, 2013 and SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons,
2015 ("SEBI Lis ng Regula ons ). As on March 31, 2025, none of the Directors are
disquali ed from being appointed or con nuing 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 Composi on and Compliance:
As on March 31, 2025, the Board comprises 50% Independent Directors, in accordance with
the requirements laid down under Sec on 149 of the Companies Act, 2013 and Regula on 17 of
SEBI Lis ng Regula ons. All Independent Directors have submi ed declara ons under Sec on
149(6) of the Act and Regula on 16(1)(b) of the SEBI Lis ng Regula ons con rming their
independence. Further, they are compliant with the Code for Independent Directors as speci
ed 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 Quali ca on of
Directors) Rules, 2014.
None of the Independent Directors are related to the promoters or the promoter group.
Board's Opinion on Integrity, E per se, and Pro ciency of Independent Directors:
The Board a rms that all Independent Directors appointed during the year possess
integrity and bring the requisite exper se, experience, and pro ciency to e ec vely
discharge their responsibili es.
Cer cate from Company Secretary in Prac ce:
A Cer cate from a Prac cing Company Secretary, cer fying that none of the Directors of
the Company have been debarred or disquali ed from being appointed or con nuing as
Directors by SEBI or any other statutory authority, is annexed to this Annual Report,
pursuant to Regula on 34(3) and Schedule V, Para C, Clause 10(i) of SEBI Lis ng Regula
ons.
Policy on Appointment and Remunera on of Directors:
The Nomina on and Remunera on Commi ee (NRC) has framed a policy on Directors'
appointment and remunera on. The policy outlines the criteria for determining quali ca
ons, posi ve a ributes, independence of directors, and other ma ers as provided under Sec
on 178(3) of the Act and Regula on 19 of SEBI Lis ng Regula ons. The policy is available
on the Company's website h ps //www.stringmetaverse.com/investor-rela ons
Appointments to the Board:
Mr. Ghanshyam Dass Non-Execu ve, Non-Independent Director (w.e.f. June 5, 2024) Mr.
Vivek Kumar Ratakonda Non-Execu ve, Non-Independent Director (w.e.f. June 5, 2024) Mr.
Rohit Reddy Samala Non-Execu ve, Non-Independent Director (w.e.f. June 5, 2024) Mr. Sarat
Kumar Malik Independent Director (w.e.f. June 5, 2024) Ms. Naga Anusha Vegi Independent
Director (w.e.f. June 22, 2024) Mr. Deenadayal Tripurase y Independent Director (w.e.f.
July 23, 2024) Mr. Arvind Jadhav Independent Director (w.e.f. September 6, 2024) Ms. Anima
Rajmohan Nair Independent Director (w.e.f. September 6, 2024) Mr. Prathipa Parthasarathi
Independent Director (w.e.f. November 11, 2024) Mr. Meenavalli Krishna Mohan Execu ve
Director (w.e.f. May 31, 2024) Mr. Meenavalli Ganesh Managing Director (w.e.f. May 31,
2024) Mr. Sai Santosh Althuru Execu ve Director (w.e.f. May 31, 2024) Mrs. Sirisha Rani
Singhu Woman Independent Director (Non-Execu ve) (w.e.f. May 31, 2024)
Resigna on from the Board:
During the year under review, Mrs. Sirisha Rani Singhu, Independent Director of the
Company, resigned from the o ce of Director with e ect from 21st June, 2024, prior to the
expiry of her tenure.
Re rements and Re-appointments at the AGM:
At the Annual General Mee ng (AGM) held on September 30, 2024, Mr. Krishna Mohan
Meenavalli re red by rota on and was re-appointed. At the forthcoming AGM to be held in
2025, Mr. Sai Santosh Althuru, Execu ve Director, will re re by rota on and, being
eligible, has o ered himself for re-appointment.
Re-appointment of Director:
In accordance with the provisions of the Companies Act, 2013 and the Ar cles of Associa
on of the Company, Mr. Sai Santosh Althuru, Execu ve Director, is liable to re re by rota
on at the ensuing Annual General Mee ng and, being eligible, has o ered himself for
re-appointment. The details of the Director proposed to be re-appointed, as required under
applicable regula ons, are provided in the No ce convening the Annual General Mee ng and
form part of the explanatory statement thereto.
Key Managerial Personnel (KMP) as on March 31, 2025:
In terms of Sec on 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 |
Designa on |
| 1 Mr.Meenavalli Ganesh |
Managing Director |
| 2 Mr.Meenavalli Krishna Mohan |
Execu ve Director and Chief Financial O cer |
| 3 Mr.Sai Santosh Althuru |
Execu ve Director and Chief Execu ve O cer |
| 4 Mr.M. Chowda Reddy |
Company Secretary and Compliance O cer |
Changes in Key Managerial Personnel (KMPs):
During the nancial year 2024 25, the following changes occurred in the composi on of
Key Managerial Personnel of the Company:
Appointments
Mr. Meenavalli Ganesh was appointed as Managing Director (MD) w.e.f. 31st May, 2024.
Mr. Meenavalli Krishna Mohan was appointed as Chief Financial O cer (CFO) w.e.f. 5th
June, 2024.
Mr. Sai Santosh Althuru was appointed as Chief Execu ve O cer (CEO) w.e.f. 5th June,
2024.
Mr. Sai Suseela Rao Yerramse was appointed as Company Secretary and Compliance O cer
w.e.f. 31st May, 2024.
Ms. Muskan Bhandari was appointed as Company Secretary and Compliance O cer w.e.f. 23rd
July, 2024. Mr. M. Chowda Reddy was appointed as Company Secretary and Compliance O cer
w.e.f. 12th November, 2024.
Resigna ons
Mr. Sai Suseela Rao Yerramse resigned from the post of Company Secretary and Compliance
O cer w.e.f. 2nd July, 2024.
Ms. Muskan Bhandari resigned from the post of Company Secretary and Compliance O cer
w.e.f. 12th November, 2024.
The Board placed on record its apprecia on for the valuable services rendered by the
outgoing Key Managerial Personnel during their tenure with the Company.
Directors and O cers Insurance (D&O):
The provisions of Regula on 25(10) of the SEBI (Lis ng Obliga ons and Disclosure
Requirements) Regula ons, 2015, rela ng to the requirement of taking a Directors and O
cers (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 Remunera on in
compliance with the provisions of Sec on 178(3) of the Companies Act, 2013. This policy
outlines the criteria for determining quali ca ons, posi ve a ributes, independence of a
director, and other ma ers rela ng to the appointment and remunera on 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 remunera on to
Non-Execu ve Directors are also made available on the website of the Company under the
'Corporate Governance' sec on.
16. BOARD MEETINGS DURING THE YEAR:
During the nancial year ended March 31, 2025, the Board of Directors met Eight (08)
mes. The details of these mee ngs, including dates and a endance 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
(Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015, with respect to the
conduct of Board mee ngs. The me gap between any two consecu ve mee ngs 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 (Lis ng
Obliga ons and Disclosure Requirements) Regula ons, 2015, the Company conducted a formal
evalua on of the performance of the Board as a whole, its commi ees, individual Directors
including Execu ve Directors and Independent Directors, and the Chairperson.
The evalua on process was carried out through a structured internal ques onnaire
circulated among the Directors, covering various aspects such as the composi on, func
oning, e ec veness, and contribu on of the Board, Commi ees, and individual members. Addi
onally, the Independent Directors, in their separate mee ng, evaluated the performance of
the Chairperson, taking into account the views of Execu ve and Non-Execu ve Directors.
The outcome of the evalua on process has been discussed by the Board and found to be sa
sfactory. Detailed disclosures regarding the Board evalua on 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 (Lis ng
Obliga ons and Disclosure Requirements) Regula ons, 2015, the Board of Directors has cons
tuted the following Commi ees as on March 31, 2025:
(i) Audit Commi ee,
(ii) Nomina on and Remunera on Commi ee, and (iii) Stakeholders Rela onship Commi ee.
During the nancial year under review, all recommenda ons made by the respec ve Commi
ees were duly accepted and approved by the Board. Detailed informa on regarding the
composi on, roles, and responsibili es of these Commi ees 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 (Thir eth) Annual General Mee ng held on 30th September 2024, the
shareholders approved the appointment of M/s. Gorantla & Co., Chartered Accountants
(Firm Registra on No. 016943S), as the Statutory Auditors of the Company. They have been
appointed for a term of ve years, to hold o ce from the conclusion of the 30th AGM un l
the conclusion of the 35th (Thirty Fi h) AGM, as per the provisions of the Companies Act,
2013.
Secretarial Auditors:
Pursuant to the provisions of Sec on 204 of the Companies Act, 2013 and Regula on
24A(1) of the SEBI (LODR) Regula ons, 2015, and based on the recommenda on of the Audit
Commi ee, 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 ve consecu ve years from the conclusion of the 31st (Thirty First) AGM un l 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 speci c
opera onal and nancial areas as approved by the Audit Commi ee, under the terms outlined
in the engagement le er executed with the Company.
Statutory Auditors' Report:
The Notes to the nancial 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 nancial year 2024 25 does not contain any quali ca on, reserva on, adverse
remark, or disclaimer. The Report is annexed to the nancial statements forming part of
this Annual Report.
The standalone and consolidated nancial statements have been prepared in accordance
with the Indian Accoun ng Standards (Ind AS) no ed under Sec on 133 of the Companies Act,
2013. The Statutory Auditors' Reports on these nancial statements do not contain any quali
ca ons, reserva ons, adverse remarks, ma ers 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 (Lis ng Obliga ons and Disclosure
Requirements) Regula ons, 2015. The Secretarial Audit Report, issued by the Secretarial
Auditors, does not contain any quali ca on, reserva on, 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 Regula ons 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 submi ed to
the Stock Exchanges within the prescribed meline of 60 days from the end of the nancial
year.
Instances of Fraud Reported by Auditors:
During the year under review, no instances of fraud commi ed by the o cers or employees
of the Company were reported by the Statutory Auditors or the Secretarial Auditors under
Sec on 143(12) of the Companies Act, 2013 to the Central Government or to the Audit Commi
ee.
20. SECRETARIAL STANDARDS
The Company is in due compliance with all the applicable Secretarial Standards issued
by the Ins tute 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 adop on of a comprehensive
Whistle Blower Policy, in compliance with the provisions of Regula on 22 of the SEBI (Lis
ng Obliga ons and Disclosure Requirements) Regula ons, 2015. This mechanism facilitates
employees and other stakeholders to report genuine concerns regarding unethical behavior,
actual or suspected fraud, or viola on of the Company's code of conduct. The policy
incorporates adequate safeguards against the vic miza on 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 Commi ee during the year under review.
22.EMPLOYEE STOCK OPTION SCHEME (ESOP)
The Company recognizes that share-based employee bene t programs are a strategic
instrument to foster a culture of ownership, encourage long-term wealth crea on, and align
the interests of employees with those of the Company and its shareholders. Such ini a ves
also enable the Company to a ract, retain, and mo vate high-caliber talent in an
increasingly compe ve environment, thereby reducing a ri on and strengthening organiza
onal performance.
In compliance with the SEBI (Share Based Employee Bene ts and Sweat Equity) Regula ons,
2021 ("SEBI (SBEB & SE) Regula ons ), the Company has framed the following
Employee Stock Op on Schemes:
String Metaverse ESOP Scheme 2023: A scheme framed prior to the Scheme of Arrangement,
proposed to be implemented subject to shareholders' ra ca on and in alignment with the
SEBI (SBEB & SE) Regula ons (Further details of this scheme are provided in Annexure
10 to this Report) String Metaverse ESOP Scheme 2025: A new scheme proposed for implementa
on, approval for which is being sought from the shareholders at the 31st Annual General
Mee ng (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) Regula ons, requisite disclosures
pertaining to the ESOP schemes are made available on the Company's website and shall be
accessible for electronic inspec on by Members during the AGM.
A cer cate from the Secretarial Auditors, as required under SEBI (SBEB & SE) Regula
ons, is not applicable at present, as the schemes are yet to be implemented following
approvals.
Further, the informa on pursuant to Sec on 62 of the Companies Act, 2013, read with the
applicable Rules, and the details of the schemes as speci ed under Part F of Schedule I of
the SEBI (SBEB & SE) Regula ons, 2021, are provided in Annexure 10 to this Report and
are also available on the Company's website at h
ps://www.stringmetaverse.com/investor-rela ons
During the nancial year under review, no stock op ons were granted to any associates of
the Company or its subsidiaries under the above-men oned schemes.
23. FIXED DEPOSITS
Your Company has neither accepted nor renewed any xed deposits from the public within
the meaning of Sec on 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 informa on on conserva on of energy, technology absorp on and foreign exchange
earnings and outgo s pulated under Sec on 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 Regula on 34(2) of the Lis ng Regula ons a report on
Management Discussion & Analysis is herewith annexed as Annexure -6 to this report.
26. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sec on 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and belief, hereby con rm that:
a) In the prepara on of the annual nancial statements, the applicable accoun ng
standards have been followed and there have been no material departures; b) The Directors
have selected such accoun ng policies and applied them consistently, making reasonable and
prudent judgments and es mates, so as to give a true and fair view of the state of a airs
of the Company as at the end of the nancial year and of the pro t of the Company for that
period; c) The Directors have taken proper and su cient care for the maintenance of
adequate accoun ng records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preven ng and detec ng fraud and other
irregulari es; d) The Directors have prepared the annual accounts on a going concern
basis; e) The Directors have laid down internal nancial controls to be followed by the
Company and that such internal nancial controls are adequate and opera ng e ec vely; 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 opera ng e ec vely.
27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Pursuant to the provisions of Sec on 186 of the Companies Act, 2013, the par culars of
loans given, investments made, guarantees given, and securi es provided, along with the
purpose for which such loan, guarantee, or security is proposed to be u lized 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 nancial year 2024 25, your Company underwent a signi cant transforma on,
marking its evolu on from Bio Green Papers Limited into String Metaverse Limited, a
next-genera on global digital infrastructure and technology enterprise. The Company is now
strategically posi oned to deliver integrated Web 3.0, Online Gaming, Blockchain, and
FinTech solu ons, with a focus on enabling a decentralized, interoperable, and immersive
digital ecosystem.
Pursuant to the successful implementa on of the NCLT-approved Resolu on Plan and Scheme
of Arrangement, String Metaverse Limited (Transferor Company) was merged into Bio Green
Papers Limited (now renamed String Metaverse Limited) with e ect from 28 May 2024. This
merger has infused the Company with enhanced technological capabili es, widened its opera
onal scope, and rede ned its strategic direc on, rmly posi oning it as a cross-border Web3
and digital innova on pla orm.
Post-merger, the Company has adopted a mul -ver cal opera ng structure, comprising:
Web3 Infrastructure & Validator Opera ons Deployment and management of
decentralized validator node networks across leading blockchain protocols.
Digital Asset Management & FinTech Establishment of regulated nancial
infrastructure through licensed en es in Canada and the UAE, enabling compliant digital
asset management and decentralized nancial services.
Immersive Technologies & Game-Fi Crea on of blockchain-powered gaming ecosystems
with NFT integra on 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 ntech
pla orms, validator node opera ons, and treasury management.
29. RELATED PARTY TRANSACTIONS
The Company has complied with the provisions of Sec on 188(1) of the Companies Act,
2013, rela ng to related party transac ons. All related party transac ons entered into
during the nancial year were in the ordinary course of business and on an arm's length
basis.
In accordance with Sec on 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the par culars of material contracts or arrangements with related
par es in Form AOC-2 are enclosed as Annexure 12 to this Report.
The Policy on Materiality of Related Party Transac ons and on dealing with Related
Party Transac ons, as approved by the Board, has been formulated in compliance with the
provisions of the Companies Act, 2013 and the SEBI (Lis ng Obliga ons and Disclosure
Requirements) Regula ons, 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: h ps://www.stringmetaverse.com/investor-rela ons
30. ANNUAL RETURN
In accordance with the provisions of Sec on 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company for the nancial year, prepared in the prescribed format (Form
MGT-7), is made available on the website of the Company and can be accessed at h
ps://www.stringmetaverse.com/investor-rela ons
31. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
Disclosures pertaining to remunera on and other details as required under Sec on
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remunera on 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 (Lis ng Obliga ons and
Disclosure Requirements) Regula ons, 2015, the relevant disclosures rela ng to loans and
advances in the nature of loans to rms/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 (Lis ng Obliga ons and
Disclosure Requirements) Regula ons, 2015, it is hereby con rmed 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 rela ng to the cons tu on of a Risk Management Commi ee are not
applicable to the Company, the Board of Directors assumes the responsibility of overseeing
the risk management framework.
The Company has iden ed key business and opera onal risks and has put in place
appropriate mi ga on strategies. Furthermore, a robust internal audit func on has been
established to evaluate and ensure the e ec veness of the Company's internal nancial
controls through a systema c and disciplined approach.
35. CORPORATE GOVERNANCE
Your Company remains commi ed to upholding the highest standards of Corporate
Governance, guided by the principles of transparency, accountability, integrity, and
ethical business prac ces. 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 (Lis ng Obliga ons and Disclosure
Requirements) Regula ons, 2015, a separate report on Corporate Governance forms part of
this Annual Report. The report provides comprehensive details of the Company's governance
prac ces, including the framework, Board and Commi ee structures, and other mandated
disclosures.
The composi on, roles, and responsibili es of the various Board Commi ees are
elaborated in the Corporate Governance Report annexed as Annexure 1 to this Report.
Further, a cer cate issued by the Prac cing Company Secretary (PCS) con rming
compliance with the condi ons of Corporate Governance as s pulated under the SEBI Lis ng
Regula ons 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 nancial year 2024 25, a major development in the corporate structure of the
Company was e ected in accordance with the order of the Hon'ble Na onal 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 ma er of Mr. Katepalli Venkateswara Rao vs. M/s. Bio Green Papers Limited (presently
String Metaverse Limited), approved the Resolu on Plan submi ed by Mr. Krishna Mohan
Meenavalli under the provisions of the Insolvency and Bankruptcy Code, 2016.
The approved Resolu on Plan envisaged a comprehensive Scheme of Arrangement, which,
inter alia, provided for:
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 Resolu on Plan.
The recons tu on of shareholding, involving the allotment of shares by the Transferee
Company to the shareholders of the Transferor Company in accordance with the approved
Scheme.
The consolida on of business opera ons, thereby crea ng a uni ed en ty with enhanced
technological, nancial, and opera onal capabili es.
Through this order, the Hon'ble NCLT formally sanc oned the Scheme of Arrangement,
resul ng in the e ec ve 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, re ec ng its new iden ty as a next-genera on global digital infrastructure and
technology enterprise.
This order represents a de ning milestone in the corporate history of the Company, as
it not only resolved the insolvency proceedings but also reposi oned the Company with a
strengthened structure, wider strategic scope, and a future-ready business model aligned
with emerging opportuni es in Web3, Blockchain, Gaming, and FinTech domains
38. DECLARATION BY THE CEO
Pursuant to the provisions of Regula on 17 of the SEBI (Lis ng Obliga ons and
Disclosure Requirements) Regula ons, 2015, a declara on by the CEO of the Company con
rming that all members of the Board and senior management personnel have a rmed compliance
with the Company's Code of Conduct is a ached to this report and enclosed as Annexure-2
Further, the CEO and CFO cer ca on to the Board as required under Regula on 17(8) of
the SEBI Lis ng Regula ons is enclosed in corporate governance report.
39. MATERIAL CHANGES AND COMMITMENTS
During the nancial year 2024 25, there were material changes and commitments a ec ng
the nancial posi on and corporate structure of the Company, pursuant to the order of the
Hon'ble Na onal 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 Resolu on Plan submi ed 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 e ec ve, and the Transferee Company was renamed String Metaverse Limited.
This transforma onal development concluded the insolvency proceedings and reposi oned the
Company as a next-genera on global digital infrastructure and technology enterprise.
Further, post comple on of the nancial 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 ini a ves.
Except for the above, there have been no other material changes and commitments a ec ng
the nancial posi on of the Company between the end of the nancial 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
Sec on 148(1) of the Companies Act, 2013 are not applicable to the Company's line of
business for the nancial year under review.
41. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
Pursuant to an applica on led under the Insolvency and Bankruptcy Code, 2016 (IBC) by
Mr. Katepalli Venkateswara Rao, Financial Creditor, the Hon'ble Na onal Company Law
Tribunal (NCLT), Hyderabad Bench, vide its order dated May 30, 2023, in CP (IB) No.
97/7/HDB/2022, admi ed the pe on against M/s. Bio Green Papers Limited (presently String
Metaverse Limited), thereby ini a ng the Corporate Insolvency Resolu on Process (CIRP). A
moratorium was declared and Mr. Machar Rao Meenavalli was appointed as the Interim Resolu
on 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 Resolu on Plan submi ed 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 sanc on of the Resolu on 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 direc on under its new iden ty as String
Metaverse Limited.
42. VALUATION UNDER ONE-TIME SETTLEMENT VS BANK LOANS
During the nancial year, there were no instances of one- me se lements with banks or
nancial ins tu ons. Hence, no comparison between such valua ons and those done for loans
was required.
43. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Sec ons 124 and 125 of the Companies Act, 2013 read with
the Investor Educa on and Protec on Fund Authority (Accoun ng, 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, applica on money
due for refund, or interest thereon, which were required to be transferred to the Investor
Educa on and Protec on Fund.
44. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sec on 124(6) of the Companies Act, 2013 read with the
Investor Educa on and Protec on Fund Authority (Accoun ng, 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 nancial year under review.
45. INSURANCE
All proper es 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 objec ves. Keeping
this in view, your Company takes utmost care to a ract and retain quality employees.
The employees are su ciently empowered, and the work environment propels them to
achieve higher levels of performance. The un inching 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 Preven on, Prohibi on and Redressal of Sexual
Harassment at workplace as per the provisions of the Sexual Harassment of Women at
Workplace (Preven on, Prohibi on and Redressal) Act, 2013 and the Rules made thereunder.
The policy aims to provide protec on to Employees at the workplace and prevent and redress
complaints of sexual harassment and for ma ers connected or incidental thereto, with
the objec ve 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 o during the year: Nil (c) Number of cases pending for more than
ninety days: N.A.
48. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961
Your Company fully complies with the provisions of the Maternity Bene t Act, 1961,
extending all statutory bene ts to eligible women employees. These bene ts include paid
maternity leave, con nuity of salary and service during the leave period, as well as
post-maternity support such as nursing breaks and exible return-to-work op ons, as
applicable.
The Company remains commi ed to fostering an inclusive and suppor ve 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 di erence between the amount of valua on done
at the me of one- me se lement and the valua on done while availing loans from Banks or
Financial Ins tu ons, along with the reasons thereof, is not applicable to the Company
during the nancial year ended March 31, 2025.
50. GREEN INITIATIVE IN CORPORATE GOVERNANCE
The Ministry of Corporate A airs (MCA) has undertaken a "Green Ini a ve" in
Corporate Governance by allowing paperless compliances by companies and permi ng the
service of Annual Reports and other documents to shareholders through electronic mode,
subject to certain condi ons.
In line with this ini a ve, your Company con nues to send Annual Reports and other
statutory communica ons in electronic form to members who have registered their email
addresses with the Company or its Registrar and
Transfer Agent (RTA). This prac ce not only supports environmental sustainability but
also ensures prompt and e cient communica on with shareholders.
ACKNOWLEDGMENTS
The Board of Directors extends its sincere gra tude 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 apprecia on for the
dedica on, commitment, and valuable contribu ons made by employees at all levels, whose e
orts have been integral to the Company's consistent growth and success. The Directors
further acknowledge with gra tude the con nued guidance and coopera on received from
various departments of the Central and State Governments, including the Ministry of
Commerce, the Reserve Bank of India, the Ministry of Corporate A airs and the Registrar of
Companies, the Securi es and Exchange Board of India, the Stock Exchanges, and the Direct
and Indirect Tax Authori es, 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 ob ec ves. The Board looks forward to their con nued 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-Execu ve Director |
Managing Director |
DIN: 01807011 |
DIN: 09330391 |
Place: Hyderabad |
Date: 04th August,2025 |
|