The Board of Directors is pleased to present your Company's report on business and operations along with auditedfinancial statements (standalone and consolidated) for the financial year ended March 31, 2025.
The financial highlights of your Company for the year ended March 31, 2025 on Standalone and Consolidated basisis summarized below:
Standalone
Consolidated
FY 2024 25
FY 2023 24
Income from Operations
1,235.44
437.94
40,735.94
15,121.15
Other Income
84.91
91.55
85.68
86.96
Total Income
1,320.35
529.49
40,821.62
15,208.11
Cost of operations
372.39
85.37
35,641.32
13,560.21
Change in Inventories
-
Employee benefit expenses
212.85
59.10
334.13
96.60
Finance Cost
2.0
2.84
2
Depreciation
221.11
117.91
673.58
219.41
Other expenses
480.00
125.10
636.11
174.40
Total Expenses
1,288.35
390.32
37,287.14
14,053.46
Profit/(Loss) Before Tax &Exceptional Items
32.00
139.17
3,534.48
1,154.65
Current Tax
23.23
9.92
Deferred Tax
(23.23)
Profit/(Loss) -After Tax
66.03
3,524.56
1,081.51
Other comprehensive(Net Tax)
185.71
82.98
Total Comprehensive
3,710.27
1,164.49
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.
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.
The financial year 2024-25 marked a defining milestone in the transformation of String Metaverse Limited(formerly Bio Green Papers Limited) into a next-generation global digital infrastructure and technology enterprise.The Company is now strategically focused on delivering integrated Web 3.0, Online Gaming, BlockchainTechnologies, and FinTech solutions that enable a decentralized, interoperable, and immersive digital future.
Pursuant to the successful implementation of the NCLT-approved Resolution Plan and Scheme of Arrangement,String Metaverse Limited (Transferor Company) was merged into Bio Green Papers Limited (now renamed StringMetaverse Limited) with effect from 28 May 2024. This strategic merger has infused the Company with cuttng-edge capabilities, expanded its operational scope, and redefined its strategic direction, firmly positioning it as across-border Web3 and digital innovation platform.
The Company now operates through a diversified, multi-vertical structure comprising:
• Web3 Infrastructure & Validator Operations - Deployment and management of decentralized validatornode networks across leading blockchain protocols, ensuring ecosystem integrity, scalability, andperformance.
• Digital Asset Management & FinTech - Establishment of regulated financial infrastructure via licensedentities in key jurisdictions, including Canada and the UAE, enabling compliant asset management anddecentralized financial services.
• Immersive Technologies & Game-Fi - Development of interoperable gaming ecosystems powered byblockchain-based economies, NFT-integrated gameplay, and immersive digital experiences.
To strengthen its global footprint, the Company has incorporated subsidiaries in strategically important locationssuch as the United Arab Emirates, Singapore, and Canada. These entities are instrumental in advancing fintechplatforms, validator node operations, and treasury infrastructure.
During FY 2024-25 and the first quarter of FY 2025-26, the Company successfully enhanced its capital basethrough fund-raising initiatives, including Preferential Allotment as part of the Resolution Plan and Scheme ofArrangement. These capital infusions have fortified the balance sheet, provided resources for internationalexpansion, and accelerated product innovation.
Looking ahead, the Company remains committed to building foundational digital infrastructure and platforms thatempower enterprises and users globally. Backed by a future-ready technology roadmap, strong governanceframeworks, and a high-caliber leadership team, String Metaverse Limited is well-positioned to scale its operationsand deliver sustained long-term value across the blockchain, gaming, and financial technology domains.
During the financial year under review, the Company transferred a sum of ^410.91 lakhs to its reserves.
In line with the Company's ongoing strategic growth initiatives and capital allocation priorities, the Board ofDirectors has decided not to recommend any dividend for the financial year ended March 31, 2025. This decisionhas been taken to conserve internal resources and support continued investment in product development,international expansion, and the scaling of infrastructure and operations. The Board believes that reinvestingearnings at this stage will deliver greater long-term value to shareholders.
For the financial year ended March 31, 2025, the Basic Earnings Per Share (EPS) of the Company stood at ^0.03 on astandalone basis and ^3.37 on a consolidated basis.
Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during theyear under review and as such, no amount on account of principal or interest on deposits from public wereoutstanding as on the date of the balance sheet.
The Company's equity shares are listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India; having a nationwide trading terminal:
The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2024-25 & 2025-26
Particulars
Amount (in Rs.)
Authorize d share capital
1,300,000,000
(130,000,000 Equit y Shares of INR. 10.00 each)
As on 31-03-2025
Issued, subscribed and paid up share capital (106,960,866 Equity
1,069,608,660
Shares of INR. 10.00 each) As on 31-03-2025.
During the financial year 2024-25, the Company allotted 50,00,000 (Fifty Lakh) equity shares of face value ^10each, aggregating to ^5,00,00,000 (Rupees Five Crore), to Mr. Krishna Mohan Meenavalli, the ResolutionApplicant, on a preferential basis in consideration of the funds infused by him into the Company.
Additionally, the Company allotted a further 50,00,000 (Fifty Lakh) equity shares of face value ^10 each at an issueprice of ^15 per share, aggregating to ^7,50,00,000 (Rupees Seven Crore Fifty Lakhs), to strategic investors on apreferential basis.
The Company did not issue any shares under the Employee Stock Option Plan (ESOP) during the financial year2024-25.
The Company did not issue any equity shares with differential rights as to dividend, voting, or otherwise during thefinancial year 2024-25.
No sweat equity shares were issued by the Company during the financial year 2024-25.
The Company did not issue any bonus shares during the financial year 2024-25.
The Company did not undertake any buy-back of its shares during the financial year 2024-25.
The Consolidated Financial Statements for the financial year ended March 31, 2025 have been prepared incompliance with the applicable provisions of the Companies Act, 2013, Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, and in accordance with the Indian Accounting Standards(Ind AS) as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, notified under Section 133of the Companies Act, 2013, along with other relevant provisions of the Act.
These audited consolidated financial statements, together with the Independent Auditor's Report, form anintegral part of this Annual Report and provide a comprehensive overview of the financial position, performance,and results of operations of the Company and its subsidiaries.
The subsidiary companies situated in India and outside India continue to contribute to the business and overallperformance of your Company. As of March 31, 2025, your Company has the following subsidiaries:
1. String AI IFSC Private Limited (India)
2. String Fintech HK Limited (Hong Kong)
3. Torus Kling Fintech Private Limited (India)
4. Kling Digital Assets FZCO (United Arab Emirates (Dubai)
The status of the Company's subsidiaries as on March 31, 2025, is disclosed in the relevant section of this AnnualReport. Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies(Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiarycompany, 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
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the top 1,000 listed entities based on market capitalization are mandated to include a Business Responsibility andSustainability Report (BRSR) as part of their Annual Report.
As on the last day of the financial year ended March 31, 2025, your Company does not fall within the threshold ofthe top 1,000 listed entities as prescribed by SEBI. Accordingly, the requirement to submit a BRSR is not applicableto the Company for the financial year under review
As per the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate SocialResponsibility Policy) Rules, 2014, the requirement to constitute a Corporate Social Responsibility (CSR)Committee and adopt a CSR Policy applies to companies that fulfill specific thresholds related to net worth,turnover, or net profit.
During the financial year ended March 31, 2025, your Company did not cross any of the prescribed thresholdsunder Section 135(1) of the Act. Consequently, the provisions pertaining to CSR were not applicable to theCompany for the financial year 2024-25.
The Board has adopted robust policies and procedures to ensure the orderly and efficient conduct of theCompany's business. These include adherence to the Company's policies, safeguarding of assets, prevention anddetection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation ofreliable financial disclosures.
The Board has ensured that the Company maintains adequate Internal Financial Controls commensurate with itssize, nature of operations, and business requirements. These controls are periodically reviewed for theireffectiveness and are designed to provide reasonable assurance regarding the integrity and reliability of financialreporting and operational efficiency.
The Board of Directors of the Company is duly constituted in compliance with the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). As on March 31,2025, none of the Directors are disqualified from being appointed or continuing as directors under the applicablelegal provisions.
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 onmerit, in alignment with the Company's goals and strategic requirements.
As on March 31, 2025, the Board comprises 50% Independent Directors, in accordance with the requirements laiddown under Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations. AllIndependent Directors have submitted declarations under Section 149(6) of the Act and Regulation 16(1)(b) of theSEBI Listing Regulations confirming their independence. Further, they are compliant with the Code forIndependent Directors as specified in Schedule IV of the Act and are registered in the Independent Directors'databank maintained by IICA, as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014.
None of the Independent Directors are related to the promoters or the promoter group.
The Board affirms that all Independent Directors appointed during the year possess integrity and bring therequisite expertise, experience, and proficiency to effectively discharge their responsibilities.
A Certificate from a Practicing Company Secretary, certifying that none of the Directors of the Company have beendebarred or disqualified from being appointed or continuing as Directors by SEBI or any other statutory authority,is annexed to this Annual Report, pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of SEBI ListingRegulations.
The Nomination and Remuneration Committee (NRC) has framed a policy on Directors' appointment andremuneration. The policy outlines the criteria for determining qualifications, positive attributes, independence ofdirectors, and other matters as provided under Section 178(3) of the Act and Regulation 19 of SEBI ListingRegulations. The policy is available on the Company's website https://www.stringmetaverse.com/investor-relations
• Mr. Ghanshyam Dass - Non-Executive, Non-Independent Director (w.e.f. June 5, 2024)
• Mr. Vivek Kumar Ratakonda - Non-Executive, Non-Independent Director (w.e.f. June 5, 2024)
• Mr. Rohit Reddy Samala - Non-Executive, 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 Tripurasetty - 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. Prathipati Parthasarathi - Independent Director (w.e.f. November 11, 2024)
• Mr. Meenavalli Krishna Mohan - Executive Director (w.e.f. May 31, 2024)
• Mr. Meenavalli Ganesh - Managing Director (w.e.f. May 31, 2024)
• Mr. Sai Santosh Althuru - Executive Director (w.e.f. May 31, 2024)
• Mrs. Sirisha Rani Singhu - Woman Independent Director (Non-Executive) (w.e.f. May 31, 2024)
During the year under review, Mrs. Sirisha Rani Singhu, Independent Director of the Company, resigned from theoffice of Director with effect from 21st June, 2024, prior to the expiry of her tenure.
At the Annual General Meeting (AGM) held on September 30, 2024, Mr. Krishna Mohan Meenavalli retired byrotation and was re-appointed. At the forthcoming AGM to be held in 2025, Mr. Sai Santosh Althuru, ExecutiveDirector, will retire by rotation and, being eligible, has offered himself for re-appointment.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Sai Santosh Althuru, Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and,being eligible, has offered himself for re-appointment. The details of the Director proposed to be re-appointed, asrequired under applicable regulations, are provided in the Notice convening the Annual General Meeting and formpart of the explanatory statement thereto.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel ('KMPs') of the Company as onthe date of this Report:
Sl. No
Name
Designation
1
Mr.Meenavalli Ganesh
Managing Director
Mr.Meenavalli Krishna Mohan
Executive Director and Chief Financial Officer
3
Mr.Sai Santosh Althuru
Executive Director and Chief Executive Officer
4
Mr.M. Chowda Reddy
Company Secretary and Compliance Officer
During the financial year 2024-25, the following changes occurred in the composition of Key ManagerialPersonnel of the Company:
• Mr. Meenavalli Ganesh was appointed as Managing Director (MD) w.e.f. 31st May, 2024.
• Mr. Meenavalli Krishna Mohan was appointed as Chief Financial Officer (CFO) w.e.f. 5th June, 2024.
• Mr. Sai Santosh Althuru was appointed as Chief Executive Officer (CEO) w.e.f. 5th June, 2024.
• Mr. Sai Suseela Rao Yerramseffi was appointed as Company Secretary and Compliance Officer w.e.f. 31stMay, 2024.
• Ms. Muskan Bhandari was appointed as Company Secretary and Compliance Officer w.e.f. 23rd July, 2024.
• Mr. M. Chowda Reddy was appointed as Company Secretary and Compliance Officer w.e.f. 12th November,2024.
• Mr. Sai Suseela Rao Yerramseffi resigned from the post of Company Secretary and Compliance Officer w.e.f.2nd July, 2024.
• Ms. Muskan Bhandari resigned from the post of Company Secretary and Compliance Officer w.e.f. 12thNovember, 2024.
The Board placed on record its appreciation for the valuable services rendered by the outgoing Key ManagerialPersonnel during their tenure with the Company.
The provisions of Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, relating to the requirement of taking a Directors and Officers (D&O) insurance policy for IndependentDirectors, are not applicable to the Company. Accordingly, no such policy has been taken during the year underreview.
The Company has formulated a Policy on Directors' Appointment and Remuneration in compliance with theprovisions of Section 178(3) of the Companies Act, 2013. This policy outlines the criteria for determiningqualifications, positive attributes, independence of a director, and other matters relating to the appointment andremuneration of Directors.
The details of the policy have been disclosed in the Corporate Governance Report, which forms an integral part ofthis Board's Report. The criteria for payment of remuneration to Non-Executive Directors are also made availableon the website of the Company under the 'Corporate Governance' section.
During the financial year ended March 31, 2025, the Board of Directors met Eight (08) times. The details of thesemeetings, including dates and attendance of the Directors, are provided in the Corporate Governance Report,which forms part of this Annual Report.
The Company has complied with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, with respect to the conduct of Board meetings. The time gapbetween any two consecutive meetings did not exceed the statutory limit of 120 days.
In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company conducted a formal evaluation of the performance of the Board asa whole, its committees, individual Directors including Executive Directors and Independent Directors, and theChairperson.
The evaluation process was carried out through a structured internal questionnaire circulated among theDirectors, covering various aspects such as the composition, functioning, effectiveness, and contribution of theBoard, Committees, and individual members. Additionally, the Independent Directors, in their separate meeting,evaluated the performance of the Chairperson, taking into account the views of Executive and Non-ExecutiveDirectors.
The outcome of the evaluation process has been discussed by the Board and found to be satisfactory. Detaileddisclosures regarding the Board evaluation process are available in the Corporate Governance Report, which formspart of this Annual Report.
In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Board of Directors has constituted the following Committees as on March31, 2025:
(i) Audit Committee,
(ii) Nomination and Remuneration Committee, and
(iii) Stakeholders Relationship Committee.
During the financial year under review, all recommendations made by the respective Committees were dulyaccepted and approved by the Board. Detailed information regarding the composition, roles, and responsibilitiesof these Committees is provided in the Corporate Governance Report, which forms an integral part of this AnnualReport.
At the 30th (Thirtieth) Annual General Meeting held on 30th September 2024, the shareholders approved theappointment of M/s. Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S), as the StatutoryAuditors of the Company. They have been appointed for a term of five years, to hold office from the conclusion ofthe 30th AGM until the conclusion of the 35th (Thirty Fifth) AGM, as per the provisions of the Companies Act,2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A(1) of the SEBI (LODR)Regulations, 2015, and based on the recommendation of the Audit Committee, the Board has approved andrecommends 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. Theirappointment is proposed for a term of five consecutive years from the conclusion of the 31st (Thirty First) AGMuntil the conclusion of the 36th (Thirty Sixth) AGM.
The Board has appointed M/s. Bhanumurali & Co., Chartered Accountants, as the Internal Auditors of theCompany. The Internal Auditors will conduct audits of specific operational and financial areas as approved by theAudit Committee, under the terms outlined in the engagement letter executed with the Company.
The Notes to the financial statements, as referred to in the Statutory Auditors' Report, are self-explanatory and donot require any further comments. The Statutory Auditors' Report for the financial year 2024-25 does not containany qualification, reservation, adverse remark, or disclaimer. The Report is annexed to the financial statementsforming part of this Annual Report.
The standalone and consolidated financial statements have been prepared in accordance with the IndianAccounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013. The Statutory Auditors'Reports on these financial statements do not contain any qualifications, reservations, adverse remarks, matters ofemphasis, or disclaimers.
The Company has undertaken a Secretarial Audit for the Financial Year 2024-25 as mandated under theCompanies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. TheSecretarial Audit Report, issued by the Secretarial Auditors, does not contain any qualification, reservation, oradverse remark and is annexed to this Report as Annexure - 5
The Company has obtained the Annual Secretarial Compliance Report for FY 2025 in accordance with theapplicable provisions of SEBI Regulations and circulars/guidelines issued thereunder. The Report, issued by Mr.Pawan Jain (Membership No.: FCS 13589, CP No.: 23692) of M/s. Pawan Jain & Associates, Company Secretaries,has been submitted to the Stock Exchanges within the prescribed timeline of 60 days from the end of the financialyear.
During the year under review, no instances of fraud committed by the officers or employees of the Company werereported by the Statutory Auditors or the Secretarial Auditors under Section 143(12) of the Companies Act, 2013to the Central Government or to the Audit Committee.
The Company is in due compliance with all the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) as prescribed under the Companies Act, 2013.
The Company has established a Vigil Mechanism through the adoption of a comprehensive Whistle Blower Policy,in compliance with the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. This mechanism facilitates employees and other stakeholders to report genuine concernsregarding unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct. The policyincorporates adequate safeguards against the victimization of individuals who use the mechanism in good faith. Italso ensures that no person has been denied direct access to the Chairman of the Audit Committee during the yearunder review.
The Company recognizes that share-based employee benefit programs are a strategic instrument to foster aculture of ownership, encourage long-term wealth creation, and align the interests of employees with those of theCompany and its shareholders. Such initiatives also enable the Company to attract, retain, and motivate high-caliber talent in an increasingly competitive environment, thereby reducing attrition and strengtheningorganizational performance.
In compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB &SE) Regulations"), the Company has framed the following Employee Stock Option Schemes:
• String Metaverse ESOP Scheme 2023: A scheme framed prior to the Scheme of Arrangement, proposed tobe implemented subject to shareholders' ratification and in alignment with the SEBI (SBEB & SE)Regulations (Further details of this scheme are provided in Annexure-10 to this Report)
• String Metaverse ESOP Scheme 2025: A new scheme proposed for implementation, approval for which isbeing sought from the shareholders at the 31st Annual General Meeting (AGM).
Both schemes shall be implemented post receipt of necessary approvals from shareholders at the 31st AGM andsubsequent approval from the stock exchanges.
In accordance with the SEBI (SBEB & SE) Regulations, requisite disclosures pertaining to the ESOP schemes aremade available on the Company's website and shall be accessible for electronic inspection by Members during theAGM.
A certificate from the Secretarial Auditors, as required under SEBI (SBEB & SE) Regulations, is not applicable atpresent, as the schemes are yet to be implemented following approvals.
Further, the information pursuant to Section 62 of the Companies Act, 2013, read with the applicable Rules, andthe details of the schemes as specified under Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021, areprovided in Annexure - 10 to this Report and are also available on the Company's website athttps://www.stringmetaverse.com/investor-relations
During the financial year under review, no stock options were granted to any associates of the Company or itssubsidiaries under the above-mentioned schemes.
Your Company has neither accepted nor renewed any fixed deposits from the public within the meaning of Section73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, isannexed herewith as Annexure - 8 to this report
Pursuant to the provisions of Regulation 34(2) of the Listing Regulations a report on Management Discussion &Analysis is herewith annexed as Annexure -6 to this report.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge andbelief, hereby confirm that:
a) In the preparation of the annual financial statements, the applicable accounting standards have beenfollowed and there have been no material departures;
b) The Directors have selected such accounting policies and applied them consistently, making reasonable andprudent judgments and estimates, so as to give a true and fair view of the state of affairs of the Company asat the end of the financial year and of the profit of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.
Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans given, investmentsmade, guarantees given, and securities provided, along with the purpose for which such loan, guarantee, orsecurity is proposed to be utilized by the recipient, are disclosed in the notes to the Financial Statements, whichform an integral part of this Annual Report.
During the financial year 2024-25, your Company underwent a significant transformation, marking its evolutionfrom Bio Green Papers Limited into String Metaverse Limited, a next-generation global digital infrastructure andtechnology enterprise. The Company is now strategically positioned to deliver integrated Web 3.0, Online Gaming,Blockchain, and FinTech solutions, with a focus on enabling a decentralized, interoperable, and immersive digitalecosystem.
Pursuant to the successful implementation of the NCLT-approved Resolution Plan and Scheme of Arrangement,String Metaverse Limited (Transferor Company) was merged into Bio Green Papers Limited (now renamed StringMetaverse Limited) with effect from 28 May 2024. This merger has infused the Company with enhancedtechnological capabilities, widened its operational scope, and redefined its strategic direction, firmly positioning itas a cross-border Web3 and digital innovation platform.
Post-merger, the Company has adopted a multi-vertical operating structure, comprising:
• Web3 Infrastructure & Validator Operations - Deployment and management of decentralized validatornode networks across leading blockchain protocols.
• Digital Asset Management & FinTech - Establishment of regulated financial infrastructure through licensedentities in Canada and the UAE, enabling compliant digital asset management and decentralized financialservices.
• Immersive Technologies & Game-Fi - Creation of blockchain-powered gaming ecosystems with NFTintegration and immersive digital experiences.
To further expand its global footprint, the Company has incorporated subsidiaries in the United Arab Emirates,Singapore, and Canada, which serve as strategic hubs for fintech platforms, validator node operations, andtreasury management.
The Company has complied with the provisions of Section 188(1) of the Companies Act, 2013, relating to relatedparty transactions. All related party transactions entered into during the financial year were in the ordinary courseof business and on an arm's length basis.
In accordance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, theparticulars of material contracts or arrangements with related parties in Form AOC-2 are enclosed as Annexure -12 to this Report.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, asapproved by the Board, has been formulated in compliance with the provisions of the Companies Act, 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy ensures proper
governance and transparency in all related party dealings of the Company. The Policy is available on the Company'swebsite at: https://www.stringmetaverse.com/investor-relafons
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of theCompany for the financial year, prepared in the prescribed format (Form MGT-7), is made available on the websiteof the Company and can be accessed at https://www.stringmetaverse.com/investor-relafons
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,are annexed to this Board's Report as Annexure - 7
Pursuant to Schedule V, Part C, Clause 10(m) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the relevant disclosures relating to loans and advances in the nature of loans tofirms/companies in which Directors are interested form part of the Report on Corporate Governance, which isenclosed to the Annual Report.
In compliance with Schedule V, Part C, Clause 10(n) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, it is hereby confirmed that the Company does not have any material subsidiary as on the date ofthis Report. Accordingly, the disclosure requirements in respect of material subsidiaries are not applicable to theCompany.
While the provisions relating to the constitution of a Risk Management Committee are not applicable to theCompany, the Board of Directors assumes the responsibility of overseeing the risk management framework.
The Company has identified key business and operational risks and has put in place appropriate mitigationstrategies. Furthermore, a robust internal audit function has been established to evaluate and ensure theeffectiveness of the Company's internal financial controls through a systematic and disciplined approach.
Your Company remains committed to upholding the highest standards of Corporate Governance, guided by theprinciples of transparency, accountability, integrity, and ethical business practices. The governance framework ofthe Company is designed to promote responsible management, safeguard stakeholder interests, and createsustainable long-term value.
In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,a separate report on Corporate Governance forms part of this Annual Report. The report provides comprehensivedetails of the Company's governance practices, including the framework, Board and Committee structures, andother mandated disclosures.
The composition, roles, and responsibilities of the various Board Committees are elaborated in the CorporateGovernance Report annexed as Annexure - 1 to this Report.
Further, a certificate issued by the Practicing Company Secretary (PCS) confirming compliance with the conditionsof Corporate Governance as stipulated under the SEBI Listing Regulations is annexed to this Report as Annexure-3.
There were no cyber security incidents, breaches, or loss of data/documents reported during the Financial Year2024-25.
During the financial year 2024-25, a major development in the corporate structure of the Company was effected inaccordance with the order of the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench."
The Hon'ble NCLT, vide its order dated May 28, 2024, in CP (IB) No. 97/7/HDB/2022, in the matter of Mr. KatepalliVenkateswara Rao vs. M/s. Bio Green Papers Limited (presently String Metaverse Limited), approved theResolution Plan submitted by Mr. Krishna Mohan Meenavalli under the provisions of the Insolvency andBankruptcy Code, 2016.
The approved Resolution 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 theResolution Plan.
• The reconstitution of shareholding, involving the allotment of shares by the Transferee Company to theshareholders of the Transferor Company in accordance with the approved Scheme.
• The consolidation of business operations, thereby creating a unified entity with enhanced technological,financial, and operational capabilities.
Through this order, the Hon'ble NCLT formally sanctioned the Scheme of Arrangement, resulting in the effectivemerger of String Metaverse Limited into Bio Green Papers Limited. Post-merger, the name of the TransfereeCompany has been changed to String Metaverse Limited, reflecting its new identity as a next-generation globaldigital infrastructure and technology enterprise.
This order represents a defining milestone in the corporate history of the Company, as it not only resolved theinsolvency proceedings but also repositioned the Company with a strengthened structure, wider strategic scope,and a future-ready business model aligned with emerging opportunities in Web3, Blockchain, Gaming, andFinTech domains
Pursuant to the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, a declaration by the CEO of the Company confirming that all members of the Board and seniormanagement personnel have affirmed compliance with the Company's Code of Conduct is attached to this reportand enclosed as Annexure-2
Further, the CEO and CFO certification to the Board as required under Regulation 17(8) of the SEBI ListingRegulations is enclosed in corporate governance report.
During the financial year 2024-25, there were material changes and commitments affecting the financial positionand corporate structure of the Company, pursuant to the order of the Hon'ble National Company Law Tribunal(NCLT), Hyderabad Bench.
The Hon'ble NCLT, vide its order dated May 28, 2024, in CP (IB) No. 97/7/HDB/2022, approved the Resolution Plansubmitted by Mr. Krishna Mohan Meenavalli, which included a Scheme of Arrangement for the merger of M/s.String Metaverse Limited (Transferor Company) into M/s. Bio Green Papers Limited (Transferee Company).Consequent to the approval, the merger became effective, and the Transferee Company was renamed StringMetaverse Limited. This transformational development concluded the insolvency proceedings and repositionedthe Company as a next-generation global digital infrastructure and technology enterprise.
Further, post completion of the financial year, the Company has successfully undertaken and completed a RightsIssue of equity shares, thereby strengthening its capital base to support future growth and strategic initiatives.
Except for the above, there have been no other material changes and commitments affecting the financial positionof the Company between the end of the financial year under review and the date of this Report.
The maintenance of cost records and the requirement of cost audit as prescribed under Section 148(1) of theCompanies Act, 2013 are not applicable to the Company's line of business for the financial year under review.
Pursuant to an application filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by Mr. KatepalliVenkateswara Rao, Financial Creditor, the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench, videits order dated May 30, 2023, in CP (IB) No. 97/7/HDB/2022, admitted the petition against M/s. Bio Green PapersLimited (presently String Metaverse Limited), thereby initiating the Corporate Insolvency Resolution Process(CIRP). A moratorium was declared and Mr. Machar Rao Meenavalli was appointed as the Interim ResolutionProfessional in accordance with the provisions of the IBC.
Subsequently, the Hon'ble NCLT, Hyderabad Bench, vide its order dated May 28, 2024, approved the ResolutionPlan submitted by Mr. Krishna Mohan Meenavalli, which included a Scheme of Arrangement providing for themerger of M/s. String Metaverse Limited (Transferor Company) with M/s. Bio Green Papers Limited (TransfereeCompany), together with related addendums, annexures, and schedules forming part of the Plan.
With the sanction of the Resolution Plan and Scheme of Arrangement by the Hon'ble NCLT, the CIRP proceedingsstood concluded, and the Company emerged with a restructured corporate framework and renewed strategicdirection under its new identity as String Metaverse Limited.
During the financial year, there were no instances of one-time settlements with banks or financial institutions.Hence, no comparison between such valuations and those done for loans was required.
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Educationand Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), during the yearunder review, there were no amounts of unclaimed or unpaid dividend, matured deposits, matured debentures,application money due for refund, or interest thereon, which were required to be transferred to the InvestorEducation and Protection Fund.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education andProtection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), no shares wererequired to be transferred to the demat account of the IEPF Authority during the financial year under review.
All properties and insurable interests of your Company have been fully insured.
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, yourCompany takes utmost care to attract and retain quality employees.
The employees are sufficiently empowered, and the work environment propels them to achieve higher levels ofperformance. The unflinching commitment of the employees is the driving force behind your Company's vision.Your Company appreciates the spirit of its dedicated employees.
Your Company strongly supports the rights of all its employees to work in an environment, free from all forms ofharassment.
Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplaceas per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplaceand prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing asafe working environment, where Employees feel secure
(a) Number of complaints of sexual harassment received in the year: Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: N.A.
Your Company fully complies with the provisions of the Maternity Benefit Act, 1961, extending all statutorybenefits to eligible women employees. These benefits include paid maternity leave, continuity of salary andservice during the leave period, as well as post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.
The Company remains committed to fostering an inclusive and supportive work environment that upholds therights, welfare, and well-being of its women employees in accordance with applicable laws.
The requirement to provide details of the difference between the amount of valuation done at the time of one¬time settlement and the valuation done while availing loans from Banks or Financial Institutions, along with thereasons thereof, is not applicable to the Company during the financial year ended March 31, 2025.
The Ministry of Corporate Affairs (MCA) has undertaken a "Green Initiative" in Corporate Governance by allowingpaperless compliances by companies and permiffing the service of Annual Reports and other documents toshareholders through electronic mode, subject to certain conditions.
In line with this initiative, your Company continues to send Annual Reports and other statutory communications inelectronic form to members who have registered their email addresses with the Company or its Registrar and
Transfer Agent (RTA). This practice not only supports environmental sustainability but also ensures prompt andefficient communication with shareholders.
The Board of Directors extends its sincere gratitude to all stakeholders, including the Company's customers,shareholders, vendors, and bankers, for their unwavering support and trust throughout the year. The Board alsoplaces on record its deep appreciation for the dedication, commitment, and valuable contributions made byemployees at all levels, whose efforts have been integral to the Company's consistent growth and success. TheDirectors further acknowledge with gratitude the continued guidance and cooperation received from variousdepartments of the Central and State Governments, including the Ministry of Commerce, the Reserve Bank ofIndia, the Ministry of Corporate Affairs and the Registrar of Companies, the Securities and Exchange Board of India,the Stock Exchanges, and the Direct and Indirect Tax Authorities, as well as other regulatory and statutory bodies.Their assistance has played a pivotal role in enabling the Company to meet its compliance and governanceobjectives. The Board looks forward to their continued support in the Company's future endeavors.
Ghanshyam Dass Meenavalli Ganesh
Chairman & Non-Executive Director Managing Director
DIN:01807011 DIN:09330391