Your Directors are pleased to present the 32nd Board's Report of String Metaverse Limited, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2026.
The financial statements have been prepared in accordance with the provisions of the Companies Act, 2013, the applicable Indian Accounting Standards (Ind AS) and other applicable statutory requirements.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended March 31,2026 on a Standalone and Consolidated basis is summarized below:
(' in Lakhs, except EPS)
|
Particulars
|
Standalone FY 2025-26
|
Standalone FY 2024-25
|
Consolidated FY 2025-26
|
Consolidated FY 2024-25
|
|
Revenue from Operations
|
1,293.69
|
1,235.44
|
1,06,911.23
|
40,735.94
|
|
Other Income
|
713.41
|
84.91
|
744.19
|
85.68
|
|
Total Income
|
2,007.10
|
1,320.35
|
1,07,655.42
|
40,821.62
|
|
Cost of Operations
|
219.35
|
372.39
|
93,238.74
|
35,641.32
|
|
Employee Benefits Expense
|
332.75
|
212.85
|
745.10
|
334.13
|
|
Finance Costs
|
31.31
|
2.00
|
31.31
|
2.00
|
|
Depreciation & Amortisation
|
497.13
|
221.11
|
1,805.70
|
673.58
|
|
Other Expenses
|
522.80
|
480.00
|
1,483.19
|
636.11
|
|
Total Expenses
|
1,603.34
|
1,288.35
|
97,304.04
|
37,287.14
|
|
Profit Before Tax (PBT)
|
403.76
|
32.00
|
10,351.38
|
3,534.48
|
|
Tax Expense
|
98.14
|
-
|
98.73
|
9.92
|
|
Profit After Tax (PAT)
|
305.62
|
32.00
|
10,252.65
|
3,524.56
|
|
Other Comprehensive Income
|
3.59
|
-
|
1,846.22
|
185.71
|
|
Total Comprehensive Income
|
309.21
|
32.00
|
12,098.87
|
3,710.27
|
|
Basic EPS (')
|
0.03
|
0.00
|
0.89
|
0.33
|
|
Diluted EPS (')
|
0.03
|
0.00
|
0.88
|
0.33
|
State of Business Affairs:
During the financial year ended March 31,2026, the Company continued to strengthen its operations and pur¬ sue its strategic objectives, with a focus on expanding its technology-driven businesses, improving operational efficiencies and supporting sustainable long-term growth.
On a consolidated basis, the Company recorded Total Income of ' 1,07,655.42 lakhs for FY 2025-26, as compared to '40,821.62 lakhs in the previous financial year. Profit Before Tax (PBT) stood at ' 10,351.38 lakhs, compared to '3,534.48 lakhs in FY 2024-25, while Profit After Tax (PAT) increased to ' 10,252.65 lakhs from '3,524.56 lakhs in the previous year. The improved financial performance reflects the increased scale of operations and continued execution of the Company's business strategies during the year.
On a standalone basis, the Company reported Total Income of '2,007.10 lakhs for FY 2025-26, as against '1,320.35 lakhs in FY 2024-25. Profit Before Tax (PBT) increased to '403.76 lakhs from '32.00 lakhs, while Prof¬ it After Tax (PAT) stood at '305.62 lakhs, compared to '32.00 lakhs in the previous financial year.
During the year under review, the Company remained focused on strengthening its business capabilities, enhanc¬ ing operational efficiency and making strategic investments aligned with its long-term objectives. The Company will continue to evaluate growth opportunities and undertake initiatives aimed at strengthening its business position and creating sustainable value for its stakeholders.
2. COMPANY PERFORMANCE & BUSINESS REVIEW
The financial year 2025-26 was a landmark year for String Metaverse Limited, during which the Company con¬ solidated its transformation into a technology-driven global enterprise focused on Digital Infrastructure, Web3 Technologies, FinTech, Artificial Intelligence (AI), Digital Assets, High-Frequency Trading (HFT), Blockchain Infra¬ structure and Online Gaming.
Following the successful implementation of the Resolution Plan approved by the Hon'ble National Company Law Tribunal (NCLT) and the integration of the business operations under the new management, the Company continued to strengthen its business model through strategic investments, international expansion, technology development and capital optimization.
During the year, the Company successfully completed several strategic initiatives, including the Rights Issue, Bo¬ nus Issue for achieving Minimum Public Shareholding (MPS), sub-division of equity shares and strengthening of its global subsidiary structure.
The Company presently operates through an integrated technology ecosystem comprising the following key business verticals:
• Digital Financial Infrastructure & FinTech - Development of regulated fintech platforms, payment infrastructure, treasury management solutions and digital financial services through domestic and international subsidiaries.
• Digital Assets & High-Frequency Trading (HFT) - Development of institutional digital asset infrastructure, algorithmic trading capabilities and liquidity management platforms across global digital asset exchanges.
• Blockchain Infrastructure & Web3 Technologies - Establishment and operation of validator node infrastructure, decentralized blockchain services, digital identity solutions and enterprise-grade Web3 infrastructure.
• Artificial Intelligence (AI) & Digital Platforms - Development of AI-enabled enterprise solutions, automation platforms and intelligent digital products to support next-generation business applications.
• Gaming & Digital Entertainment - Development of blockchain-enabled gaming ecosystems, digital communities and immersive technology platforms integrating Web3 capabilities.
The Company continued to strengthen its international presence through its subsidiaries and overseas oper¬ ations in strategic jurisdictions including Dubai (UAE), Singapore, Hong Kong and India, enabling expansion of digital asset infrastructure, fintech services and technology development activities.
During the financial year, the Company also significantly strengthened its capital structure through successful completion of various corporate actions, including the Rights Issue, Bonus Issue for restoration of Minimum Public Shareholding (MPS), Offer for Sale (OFS) by the Promoter Group and subdivision of equity shares. These initiatives enhanced public shareholding, strengthened the Company's capital base and positioned the Company for future growth opportunities.
Operationally, the Company recorded robust growth during the year. On a consolidated basis, revenue from operations increased to '1,06,911.23 lakhs from ' 40,735.94 lakhs in the previous financial year, while Profit After Tax increased to '10,252.65 lakhs from ' 3,524.56 lakhs, reflecting the successful execution of its business strategy and continued expansion across its technology and financial services businesses.
The Company remains committed to creating a globally integrated digital technology ecosystem by leveraging innovation, strategic partnerships and prudent capital allocation.With a diversified business portfolio, strengthened governance framework, international operating presence and scalable technology platforms, the Company is well positioned to capitalize on emerging opportunities in the digital economy and create sustainable long-term value for all stakeholders.
3. TRANSFER TO RESERVES
During the financial year under review, the Company transferred a sum of ' 305.61 lakhs out of the profits for the year to the General Reserve.
4. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Considering the Company's strategic growth plans, ongoing expansion initiatives, and future capital requirements, the Board of Directors has not recommended any dividend for the financial year ended March 31,2026.
The Board believes that retention of earnings will enable the Company to strengthen its capital base, fund business expansion, support investments in technology, digital infrastructure, product development, international operations, and other strategic initiatives, thereby creating sustainable long-term value for shareholders.
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy, which sets out the guiding principles governing declaration and payment of dividends. The Policy is available on the Company's website and can be accessed at: https://www.stringmetaverse.com/investor-relations.html
5. EARNINGS PER SHARE (EPS)
The Earnings Per Share (EPS) of the Company has been computed in accordance with the applicable provisions of Indian Accounting Standard (Ind AS) 33 - Earnings per Share.
For the financial year ended March 31,2026, the Basic and Diluted Earnings Per Share on a standalone basis stood at '0.03 per equity share. On a consolidated basis, the Basic Earnings Per Share stood at '0.89 per equity share and the Diluted Earnings Per Share stood at ' 0.88 per equity share.
The details of Earnings Per Share are summarized below:
|
Particulars
|
Standalone
|
Consolidated
|
|
Basic EPS (')
|
0.03
|
0.89
|
|
Diluted EPS (')
|
0.03
|
0.88
|
The EPS has been computed based on the weighted average number of equity shares outstanding during the financial year, in accordance with the applicable accounting standards.
6. PUBLIC DEPOSITS
During the financial year ended March 31,2026, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount of principal or interest in respect of public deposits was outstanding as on March 31, 2026.
7. LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on BSE Limited, having nationwide trading terminals.
|
Particulars
|
Details
|
|
Stock Exchange
|
BSE Limited
|
|
Address
|
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India
|
|
Scrip Code
|
534535
|
|
Trading Symbol
|
META
|
|
ISIN
|
INE958L0I034
|
The Company confirms that the Annual Listing Fee payable to BSE Limited for the financial year 2026-27 has been paid. The Company has also paid the annual custodial fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The Equity Shares of the Company continue to be listed and traded on the Main Board of BSE Limited.
8. SHARE CAPITAL
The details of the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company as on March 31,2026 are as follows:
|
Particulars
|
Amount / Details
|
|
Authorised Share Capital
|
'2,00,00,00,000
|
|
20,00,00,000 Equity Shares of '10/- each
|
'2,00,00,00,000
|
|
Issued, Subscribed and Paid-up Share Capital
|
11,64,32,311 Equity Shares of ' 10/- each, fully paid-up
|
The Equity Shares of the Company continue to be listed and traded on BSE Limited under Scrip Code: 534535 and Symbol: META.
(a) Public Issue / Rights Issue / Preferential Issue
During the financial year under review, the Company undertook the following capital raising and capital restructuring initiatives in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Dis¬ closure Requirements) Regulations, 2015 and other applicable laws:
Rights Issue
The Company successfully completed a Rights Issue of 94,71,445 Equity Shares at an issue price of '52/- per Equity Share (including a premium of '42/- per Equity Share), aggregating approximately '49.25 Crores. The proceeds of the Rights Issue are being utilised towards investment in overseas subsidiaries, capital expenditure, general corporate purposes and issue-related expenses, in accordance with the objects stated in the Letter of Offer.
Preferential Allotment
During the financial year under review, the Company did not make any preferential allotment of Equity Shares or other securities.
Public Issue
The Company did not undertake any Initial Public Offer (IPO), Further Public Offer (FPO) or Qualified Institutions Placement (QIP) during the financial year ended March 31,2026.
b) Issue of Shares under Employee Stock Option Schemes (ESOPs)
During the financial year ended March 31,2026, the Company did not allot any Equity Shares pursuant to the exercise of stock options under any Employee Stock Option Scheme.
(c) Issue of Shares with Differential Rights
During the financial year ended March 31,2026, the Company did not issue any Equity Shares with differ¬ ential rights as to voting, dividend or otherwise.
(d) Issue of Sweat Equity Shares
The Company did not issue any Sweat Equity Shares during the financial year ended March 31,2026.
(e) Issue of Bonus Shares
The Company did not issue or allot any Bonus Shares during the financial year ended March 31,2026.
(f) Buy-back of Shares
The Company did not undertake any buy-back of its Equity Shares during the financial year ended March 31,2026.
(g) Sub-division of Equity Shares
During the financial year ended March 31,2026, the Members of the Company approved the sub-division (split) of the existing Equity Shares of the Company having a face value of '10/- (Rupees Ten only) each into 10 (Ten) Equity Shares having a face value of Re.1/- (Rupee One only) each.
9. CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements of the Company for the financial year ended March 31,2026 have been prepared in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and other applicable statutory provisions.
The Consolidated Financial Statements incorporate the financial statements of the Company and its subsidiaries and present the consolidated financial position, financial performance, cash flows and changes in equity of the Group for the financial year under review.
The Audited Consolidated Financial Statements, together with the Independent Auditor's Report, form an inte¬ gral part of this Annual Report.
10. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The Company continues to strengthen its global presence through its subsidiaries engaged in fintech, digital assets, blockchain infrastructure, artificial intelligence and related technology businesses across multiple juris¬ dictions.
As on March 31,2026, the Company had the following subsidiaries forming part of the consolidated financial statements:
|
Name of the Entity
|
Relationship
|
Country of Incorporation
|
|
Torus Fintech Private Limited
|
Wholly Owned Subsidiary
|
India
|
|
String Forex Private Limited
|
Wholly Owned Subsidiary (w.e.f. May 29, 2025)
|
India
|
|
String Fintech HK Limited
|
Wholly Owned Subsidiary
|
Hong Kong
|
|
String Digi Tech PTE Ltd
|
Wholly Owned Subsidiary
|
Singapore
|
|
Kling Digital Assets FZCO
|
Subsidiary
|
United Arab Emirates (Dubai)
|
|
String Digital Assets Limited
|
Step-down Wholly Owned Subsidiary (through Kling Digital Assets FZCO)
|
United Arab Emirates (Dubai)
|
|
String DePIN and AI Ltd
|
Step-down Wholly Owned Subsidiary (through Kling Digital Assets FZCO)
|
United Arab Emirates (Dubai)
|
|
String Haven Realty LLP
|
Wholly Owned Subsidiary
|
India
|
|
String Realty Vault LLP
|
Wholly Owned Subsidiary
|
India
|
Changes during the year
• String Forex Private Limited became a Wholly Owned Subsidiary of the Company with effect from May 29, 2025.
• String AI IFSC Private Limited ceased to be a Wholly Owned Subsidiary of the Company with effect from September 11,2025, and accordingly, has not been considered as a subsidiary as on March 31,2026.
Pursuant to the provisions of Section 129(3) 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 Company's subsidiaries in Form AOC-1 (Annexure-09) forms part of this Annual Report.
The policy for determining material subsidiaries, as approved by the Board in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on the Company's website at www.stringmetaverse.com
During the financial year under review, the Company did not have any Associate Company or Joint Venture within the meaning of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.
11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI Circulars, the Company is required to prepare and include a Business Responsibility and Sustainability Report (BRSR) as part of its Annual Report.
Accordingly, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2026, prepared in the format prescribed by SEBI, forms an integral part of this Annual Report and is annexed herewith as Annexure-08
The Report provides comprehensive disclosures on the Company's environmental, social and governance (ESG) initiatives, responsible business practices, stakeholder engagement, sustainability performance and governance framework in accordance with the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs. It reflects the Company's commitment towards sustainable growth, ethical business conduct, environmental stewardship and long-term value creation for all stakeholders.
The BRSR is also available on the Company's website at www.stringmetaverse.com
12. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to Corporate Social Responsibility were not applicable to the Company during the financial year ended March 31,2026, as the Company did not satisfy any of the thresholds prescribed under Section 135(1) of the Act.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established an adequate system of internal controls and internal financial controls commen¬ surate with the size, scale, nature, and complexity of its business operations. The internal control framework is designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, compliance with applicable laws and regu¬ lations, and the timely preparation of reliable financial information.
The Company has implemented appropriate policies, standard operating procedures, and authority matrices to ensure effective financial and operational controls across all business functions. The internal control systems are supported by periodic risk assessments, process reviews, and monitoring mechanisms to strengthen governance and operational efficiency.
The Audit Committee regularly reviews the adequacy and effectiveness of the internal control systems, signif¬ icant audit observations, implementation of corrective actions, and compliance with statutory and regulatory requirements. The Internal Auditor carries out periodic audits based on a risk-based internal audit plan approved by the Audit Committee, and the findings, together with management responses, are placed before the Commit¬ tee for review.
During the financial year under review, the Board of Directors, based on the evaluation of the internal financial controls and the reports of the Internal Auditor and Statutory Auditors, is of the opinion that the Company's internal financial control systems were adequate and operating effectively. No material weakness or significant deficiency in the design or operation of the internal financial controls was observed during the year.
14. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENTBoard of Directors
The Board of Directors of the Company is constituted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regula¬ tions”). The Board comprises an optimum combination of Executive, Non-Executive and Independent Directors possessing diverse skills, experience, expertise and professional backgrounds necessary for effective governance and strategic oversight of the Company's business.
The composition of the Board is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. None of the Directors is disqualified from being appointed or continuing as a Director under the provisions of Section 164 of the Companies Act, 2013 or any other applicable law.
Board Diversity
The Company believes that diversity of the Board enhances the quality of decision-making by bringing togeth¬ er varied perspectives, professional expertise, industry experience, gender diversity, functional knowledge and global business exposure. All appointments to the Board are based on merit, competence and integrity, while ensuring an appropriate balance of skills and experience required for the Company's long-term growth.
Independent Directors
The Independent Directors have furnished declarations confirming that they meet the criteria of indepen¬ dence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board is satisfied that all the Independent Directors possess the requisite integrity, expertise, experience and proficiency and continue to fulfil the conditions of independence specified under the applicable provisions of law.
The Independent Directors have also confirmed compliance with the Code for Independent Directors pre¬ scribed under Schedule IV to the Companies Act, 2013 and have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA), wherever applicable.
Board’s Opinion
Based on the declarations received and the outcome of the annual performance evaluation, the Board is of the opinion that all the Independent Directors possess the requisite integrity, qualifications, expertise, experience and proficiency required to effectively discharge their duties and responsibilities.
Nomination and Remuneration Policy
The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regula¬ tions. The Policy lays down the criteria for appointment, remuneration, qualifications, positive attributes, inde¬ pendence, performance evaluation and succession planning for Directors, Key Managerial Personnel and Senior Management Personnel and policy enclosed as Annexure-13
The Policy is available on the Company's website at: https://www.stringmetaverse.com/investor-relations.html
Changes In the Board of Directors and Key Managerial Personnel (KMP)
During the financial year 2025-26 and subsequent to the close of the financial year up to August 11,2026, being the date of approval of this Board's Report, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:
Changes in the Board of Directors during FY 2025-26
Mrs. Naga Anusha Vegi (DIN: 08293731) resigned from the position of Non-Executive Independent Director of the Company with effect from the close of business hours on August 4, 2025. Consequent to her resignation, she also ceased to be a member of the Audit Committee and the Nomination and Remuneration Committee of the Company.
Mr. Hemant Prabhudas Vastani (DIN: 07085006) was appointed as an Additional Director (Non-Executive & In¬ dependent) of the Company with effect from August 4, 2025, for a term of up to five consecutive years, subject to the approval of the shareholders. Subsequently, he tendered his resignation from the position of Director with effect from September 7, 2025, due to personal and professional reasons. Consequent to his resignation, he also ceased to be a member of the respective Committees of the Board.
Mr. Amar Kumar (DIN: 11270238) was appointed as an Additional Director (Non-Executive & Independent) of the Company with effect from September 8, 2025. He ceased to hold office as an Additional Director with effect from September 26, 2025, upon conclusion of the 31st Annual General Meeting of the Company. Thereafter, the Board again appointed him as an Additional Director (Non-Executive & Independent) with effect from Novem¬ ber 7, 2025, for a term of five consecutive years, subject to the approval of the shareholders. His appointment as an Independent Director was subsequently approved by the Members of the Company through Postal Ballot.
Changes in the Board of Directors subsequent to March 31,2026 and up to the date of this Report
Mr. Ghanshyam Dass (DIN: 01807011) resigned from the position of Chairman and Non-Executive Non-Inde¬ pendent Director of the Company with effect from May 28, 2026, due to personal reasons.
Mr. Arvind Jadhav (DIN: 00795741) resigned from the position of Independent Director of the Company with effect from June 2, 2026, due to his personal and professional obligations.
Dr. Sethurathnam Ravi (DIN: 00009790) was appointed as an Additional Director in the category of Non-Execu¬ tive, Non-Independent Director and Chairman of the Company with effect from June 2, 2026, liable to retire by rotation, subject to the approval of the Members of the Company and other applicable statutory and regulatory requirements. As on the date of approval of this Board's Report, the approval of the Members in respect of his appointment was being sought through Postal Ballot.
Mr. Rohit Reddy Samala (DIN: 03273674) resigned from the position of Non-Executive Non-Independent Direc¬ tor of the Company with effect from June 16, 2026, due to his professional obligations.
Key Managerial Personnel (KMP)
The following persons were the Key Managerial Personnel of the Company as on March 31,2026:
|
Sl. No.
|
Name
|
Designation
|
|
1.
|
Mr. Meenavalli Ganesh
|
Managing Director
|
|
2.
|
Mr. Raghavendra Hunasgi
|
Chief Executive Officer (CEO)
|
|
3.
|
Mr. Hemant Prabhudas Vastani
|
Chief Financial Officer (CFO)
|
|
4.
|
Mr. M. Chowda Reddy
|
Company Secretary & Compliance Officer
|
Changes in Key Managerial Personnel during FY 2025-26
Mr. Sai Santosh Althuru tendered his resignation from the position of Chief Executive Officer (CEO) of the Company with effect from the close of business hours on September 8, 2025. He, however, continued to serve as an Executive Director on the Board of the Company.
Mr. Meenavalli Krishna Mohan tendered his resignation from the position of Chief Financial Officer (CFO) of the Company with effect from the close of business hours on September 8, 2025. He continued to serve as an Executive Director on the Board of the Company.
Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Raghavendra Hunasgi as the Chief Executive Officer (CEO) of the Company and designated him as a Key Mana¬ gerial Personnel with effect from September 8, 2025.
Based on the recommendation of the Audit Committee, the Board appointed Mr. Hemant Prabhudas Vastani as the Chief Financial Officer (CFO) of the Company and designated him as a Key Managerial Personnel with effect from October 1,2025.
Directors Liable to Retire by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Meenavalli Krishna Mohan (DIN: 08243455), Executive Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The necessary reso¬ lution seeking shareholders' approval forms part of the Notice convening the Annual General Meeting.
Senior Management Personnel
The Company has identified Senior Management Personnel in accordance with the provisions of the SEBI List¬ ing Regulations. The Senior Management team comprises experienced professionals responsible for managing the day-to-day operations of the Company and implementing the strategic directions approved by the Board of Directors.
Any changes in the composition of the Senior Management during the year were duly approved and disclosed in accordance with the applicable provisions of the SEBI Listing Regulations.
Certificate regarding Directors
A certificate from the Practicing Company Secretary confirming that none of the Directors on the Board has been debarred or disqualified from being appointed or continuing as Director by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority forms part of the Corporate Governance Report annexed to this Annual Report.
Directors And Officers (D&O) Liability Insurance
In compliance with the provisions of Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Require¬ ments) Regulations, 2015, the Company has obtained a Directors and Officers (D&O) Liability Insurance Policy for its Independent Directors and other eligible Directors. The policy provides appropriate insurance coverage against liabilities that may arise in the discharge of their duties and responsibilities, thereby enabling the Direc¬ tors to perform their functions independently and effectively while safeguarding the interests of the Company and its stakeholders.
The Board is of the view that maintaining adequate D&O Liability Insurance reflects the Company's commitment to high standards of corporate governance and risk management.
15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy on the appointment, remuneration and evaluation of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.
The Policy lays down the criteria for determining qualifications, positive attributes, independence of Directors, Board diversity, performance evaluation, succession planning, and remuneration payable to Directors, KMP and Senior Management Personnel, with the objective of attracting, retaining and motivating competent professionals while ensuring alignment with the Company's long-term strategic objectives and governance standards.
The salient features of the Policy are disclosed in the Corporate Governance Report, which forms part of this Annual Report. The Nomination and Remuneration Policy is also available on the Company's website at: https://www.stringmetaverse.com/investor-relations.html
16. BOARD MEETINGS
During the financial year ended March 31,2026, the Board of Directors met 06 (Six) times. The meetings were convened and conducted in accordance with the provisions of the Companies Act, 2013, the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board meetings were conducted with detailed agenda papers circulated in advance, enabling informed de¬ liberations on strategic, operational, financial, governance and regulatory matters. The Board also reviewed the performance of the Company, business plans, risk management framework, internal financial controls, compliance status and other significant matters placed before it.
The gap between any two consecutive Board Meetings did not exceed one hundred and twenty (120) days, thereby complying with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
The details of the Board Meetings held during the financial year, including the dates of meetings and attendance of Directors, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
17. BOARD EVALUATION AND ASSESSMENT
Pursuant to the provisions of the Companies Act, 2013, Schedule IV thereto, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairperson, Individual Directors, including Independent Directors, and the Board as a whole.
The evaluation was conducted through a structured framework approved by the Nomination and Remuneration Committee, covering various parameters such as the composition of the Board, effectiveness of its functioning, quality of deliberations, strategic guidance, governance practices, decision-making process, participation of Di¬ rectors, oversight of risk management, financial reporting, compliance framework, and contribution of individual Directors and Board Committees.
The Independent Directors, at their separate meeting held during the year, evaluated the performance of the Chairperson, the Non-Independent Directors and the Board as a whole, and also assessed the quality, adequacy and timeliness of the flow of information between the Management and the Board.
Based on the evaluation process, the Board concluded that its composition, diversity, governance framework and overall effectiveness continue to be appropriate and satisfactory, enabling it to effectively discharge its fiduciary and strategic responsibilities.
Further details regarding the Board Evaluation Framework and the criteria adopted for evaluation are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
18. COMMITTEES OF THE BOARD
In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted the following Committees to assist the Board in the effective discharge of its fiduciary, governance and oversight responsibilities:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Risk Management Committee
Each Committee operates within the scope of its respective Charter approved by the Board and performs the roles and responsibilities assigned under the Companies Act, 2013, the SEBI Listing Regulations and other appli¬ cable laws.
The Committees meet periodically to review matters within their respective domains and place their recom¬ mendations before the Board for consideration and approval.
During the financial year ended March 31,2026, all recommendations and decisions of the Committees requiring Board approval were duly considered and accepted by the Board.
Detailed information relating to the composition, terms of reference, meetings held, attendance of members, and significant activities of each Committee is provided in the Corporate Governance Report, which forms an integral part of this Annual Report
I9.AUDITORS AND AUDIT REPORTS
Statutory Auditors
Pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S), were appointed as the Statutory Auditors of the Company at the 30th Annual Gen¬ eral Meeting to hold office for a term of five consecutive years, from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting, subject to the provisions of the Companies Act, 2013.
The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under the Companies Act, 2013 and the Rules made thereunder.
Statutory Auditors’ Report
The Statutory Auditors have issued unmodified audit opinions on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2026.
The Audit Reports do not contain any qualification, reservation, adverse remark, disclaimer or emphasis of mat¬ ter requiring any explanation from the Board of Directors. The notes forming part of the financial statements are self-explanatory and do not call for any further comments.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, based on the rec¬ ommendation of the Audit Committee, appointed M/s. Pawan Jain & Associates, Company Secretaries (Firm Peer Review No. 4017/2023) as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year ended March 31,2026.
The Secretarial Audit Report issued in Form MR-3 forms part of this Annual Report as Annexure-6
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
However, the Secretarial Auditors have made an observation that, during the reporting period, two Designated Persons of the Company had traded in the equity shares of the Company and executed contra trades within a period of six months from the date of the initial trade, which constituted a violation of the Company's Code of Conduct for Prevention of Insider Trading, adopted pursuant to the SEBI (Prohibition of Insider Trading) Regu¬ lations, 2015.
The matter was placed before the Audit Committee for its review and consideration. The Audit Committee reviewed the facts and circumstances of the matter and noted the actions taken by the Company in accordance with the applicable provisions of the Code and regulatory requirements. Appropriate and necessary actions were taken against the concerned Designated Persons in accordance with the Company's Code, and the Com¬ pany has duly complied with the applicable requirements in this regard.
The Board has taken note of the aforesaid observation and the corrective/compliance actions taken by the Company and is satisfied that necessary measures have been undertaken to ensure adherence to the Compa¬ ny's Code of Conduct for Prevention of Insider Trading and the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI Listing Regulations and the applicable SEBI Circulars, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31,2026 from M/s. Pawan Jain & Associates, Company Secretaries, and the same has been submitted to BSE Limited within the prescribed statutory timeline.
The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse observa¬ tion.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has appointed M/s. Bhanumurali & Co., Chartered Accountants, as the Internal Auditors of the Company.
The Internal Auditors conduct risk-based internal audits in accordance with the internal audit plan approved by the Audit Committee and periodically submit their reports to the Audit Committee. The Audit Committee reviews the audit findings, adequacy of internal controls and implementation of corrective actions by the Man¬ agement.
Cost Records and Cost Audit
The maintenance of cost records and appointment of Cost Auditors under Section 148 of the Companies Act, 2013 are not applicable to the Company for the financial year ended March 31,2026.
Reporting of Frauds by Auditors
During the financial year under review, the Statutory Auditors, Secretarial Auditor and Internal Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 requiring reporting to the Central Government or the Audit Committee.
20. SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
During the financial year ended March 31,2026, the Company has complied with Secretarial Standard on Meet¬ ings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), to the extent applica¬ ble. The Company continues to adhere to the prescribed secretarial practices and procedures to ensure sound corporate governance, statutory compliance and effective conduct of Board and Shareholders' meetings.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism / Whistle Blower Policy to promote ethical business conduct, transparency, integrity and accountability across the organization.
The Policy provides an effective mechanism for Directors, employees and other stakeholders to report, in good faith, any actual or suspected instances of unethical behaviour, fraud, corruption, misconduct, violation of the Company's Code of Conduct, or any other genuine concerns, without fear of retaliation or victimisation.
The Vigil Mechanism provides adequate safeguards against victimisation of whistle blowers and ensures complete confidentiality of the identity of the complainant. It also provides direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
During the financial year ended March 31,2026, no person was denied access to the Chairperson of the Audit Committee, and the Board affirms that the Vigil Mechanism functioned effectively.
The Whistle Blower Policy is available on the Company's website at https://www.stringmetaverse.com/inves- tor-relations.html
22. EMPLOYEE STOCK OPTION SCHEMES (ESOPs)
The Company believes that equity-based incentive plans are an effective tool for attracting, retaining and moti¬ vating talented employees while fostering a culture of ownership and aligning their interests with the long-term growth and success of the Company and its shareholders.
In accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”), the Company has implemented the following Employee Stock Option Schemes:
• String Metaverse ESOP Scheme, 2023
• String Metaverse ESOP Scheme, 2025
The Schemes are administered in accordance with the provisions of the Companies Act, 2013, the SEBI SBEB & SE Regulations and other applicable laws.
During the financial year ended March 31,2026, no fresh stock options were granted under any of the Employee Stock Option Schemes of the Company. However, certain stock options vested in accordance with the vesting schedule prescribed under the respective Schemes. No stock options were exercised, lapsed or cancelled during the year under review. Consequently, no Equity Shares were allotted pursuant to the exercise of stock options during the financial year.
The disclosures required under Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 read with Part F of Schedule I of the SEBI (SBEB & SE) Regulations, 2021, including the details of the Employee Stock Option Schemes, form part of this Annual Report as Annexure-14 and are also available on the Company's website at https://www.stringmetaverse.com/inves- tor-relations.html
A certificate from the Secretarial Auditor confirming that the Employee Stock Option Schemes have been implemented in accordance with the applicable provisions of the SEBI (SBEB & SE) Regulations, 2021 will be made available for inspection by the Members in accordance with the applicable statutory and regulatory requirements (Annexure-15)
23. PUBLIC DEPOSITS
During the financial year ended March 31,2026, the Company has neither accepted nor renewed any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount of principal or interest on public deposits was outstanding as on March 31,2026.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Ac¬ counts) Rules, 2014, is provided in Annexure - 12, which forms an integral part of this Board's Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Require¬ ments) Regulations, 2015, the Management Discussion and Analysis Report, covering the Company's industry structure, business overview, opportunities and threats, operational and financial performance, outlook, risks and concerns, internal control systems, and other matters, forms an integral part of this Annual Report and is annexed herewith as Annexure - 7
26. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:
(a) in the preparation of the Annual Financial Statements for the financial year ended March 31,2026, the appli¬ cable Indian Accounting Standards (Ind AS) have been followed and there are no material departures from the prescribed standards;
(b) the Directors 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 as at March 31,2026, and of the profit and cash flows of the Company for the financial year then ended;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the Annual Financial Statements on a going concern basis;
(e) the Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively throughout the financial year; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the applicable Rules made thereunder, the Company has made loans, investments, provided guarantees and/or securities in the ordinary course of business, in compliance with the applicable provisions of the Act.
The particulars of the loans, guarantees, securities and investments made during the financial year ended March
31,2026, together with the purpose for which such loans, guarantees or securities are proposed to be utilised by the recipients, are disclosed in the Notes forming part of the Standalone Financial Statements, which form an integral part of this Annual Report.
All such transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, and wherever required, were approved by the Board of Directors and the Members of the Company.
28. CHANGE IN THE NATURE OF BUSINESS
During the financial year ended March 31,2026, there was no change in the nature of the business of the Com¬ pany.
The Company continued to strengthen and expand its existing businesses in the areas of Web3 technologies, Blockchain Infrastructure, Digital Assets, FinTech, Artificial Intelligence (AI), High-Frequency Trading (HFT), On¬ line Gaming and Digital Technology Solutions, through its domestic and international operations.
During the year under review, the Company focused on enhancing its global technology ecosystem by strength¬ ening its subsidiaries, expanding its digital infrastructure, investing in technology platforms, and pursuing strategic business initiatives across key international jurisdictions. The Company also continued to develop its capabilities in blockchain validator infrastructure, digital financial services, AI-driven solutions, enterprise technology plat¬ forms and digital asset infrastructure.
Accordingly, while the Company continued to diversify and scale its operations within its existing business verti¬ cals, there was no change in the principal line of business of the Company during the financial year under review.
29. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into by the Company during the financial year ended March 31,2026 were in the ordinary course of business and on an arm's length basis and were in compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions.
All Related Party Transactions were placed before the Audit Committee for prior approval and, wherever appli¬ cable, were approved by the Board of Directors and the Members in accordance with the applicable statutory and regulatory requirements.
During the financial year under review, there were no materially significant Related Party Transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other Related Parties that could have a potential conflict with the interests of the Company.
The disclosures of Related Party Transactions as required under Indian Accounting Standard (Ind AS) 24 - Re¬ lated Party Disclosures are provided in the Notes forming part of the Standalone and Consolidated Financial Statements.
Pursuant to Section I34(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with Related Parties in Form AOC-2, to the extent applicable, form part of this Board's Report as Annexure -10
The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions, formu¬ lated in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, is available on the Company's website at: https://www.stringmetaverse.com/investor-relations.html
30. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section I34(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31,2026, in the prescribed format, is available on the Company's website and can be accessed at: https://www.stringmetaverse.com/investor-relations.html
31. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The disclosures relating to remuneration and other particulars as required under Section 197(12) of the Com¬ panies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Board's Report as Annexure - II
The statement containing the particulars of employees required under Rule 5(2) and Rule 5(3) of the aforesaid Rules forms part of this Annual Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the said statement. Any Member interested in obtain¬ ing a copy of the same may write to the Company Secretary at the Registered Office of the Company.
32. LOANS AND ADVANCES TO FIRMS / COMPANIES IN WHICH DIRECTORS ARE INTERESTED
The disclosures required under Schedule V, Part C, Clause 10(m) of the SEBI (Listing Obligations and Disclo¬ sure Requirements) Regulations, 2015, relating to loans and advances in the nature of loans granted to firms or companies in which Directors are interested, wherever applicable, are provided in the Corporate Governance Report, forming part of this Annual Report.
33. MATERIAL SUBSIDIARIES
The Company has adopted a Policy for Determining Material Subsidiaries in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As on March 31,2026, the Company did not have any material subsidiary within the meaning of the SEBI Listing Regulations. Accordingly, the disclosure requirements relating to material subsidiaries are not applicable.
The Policy is available on the Company's website at:
https://www.stringmetaverse.com/investor-relations.html34. RISK MANAGEMENT
The Company has established a robust enterprise-wide Risk Management Framework to identify, assess, monitor and mitigate strategic, operational, financial, legal, regulatory, cyber security and technology-related risks that may impact its business objectives.
The Board of Directors has constituted a Risk Management Committee in accordance with the applicable pro¬ visions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to oversee the Compa¬ ny's risk management framework and periodically review the effectiveness of the risk identification, assessment and mitigation processes.
The Risk Management Committee and the Board regularly review key business risks, internal financial controls, information security, technology risks, compliance risks and business continuity measures to ensure that appro¬ priate mitigation plans remain effective.
The Risk Management Policy is available on the Company's website at:
https://www.stringmetaverse.com/investor-relations.html35. CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of Corporate Governance and believes that sound governance practices are fundamental to enhancing stakeholder value, ensuring transparency, accountabil¬ ity, ethical business conduct and sustainable growth.
The Company's Corporate Governance framework is aligned with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A separate Corporate Governance Report, together with the certificate issued by the Practicing Company Sec¬ retary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms an integral part of this Annual Report as Annexure - 1
The composition of the Board, Board Committees, governance framework and other disclosures required under the SEBI Listing Regulations are set out in the Corporate Governance Report.
36. CYBER SECURITY, INFORMATION SECURITY AND DATA PRIVACY
The Company recognizes cyber security and information security as key components of its enterprise risk man¬ agement framework and continues to strengthen its technology infrastructure through appropriate governance, security controls, monitoring mechanisms and data protection measures.
During the financial year ended March 31,2026, the Company did not experience any material cyber security incident, cyber attack, ransomware event, data breach or loss of critical business information or documents that had a material impact on its operations, financial position or stakeholders.
The Company continues to enhance its cyber resilience and information security practices through periodic risk assessments, security monitoring, access controls, business continuity measures and employee awareness initiatives to safeguard its digital infrastructure and information assets.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS
During the financial year ended March 31,2026, no significant or material orders were passed by any regulator, court, tribunal or statutory authority that could impact the Company's status as a going concern or materially affect its future operations.
The Company continues to operate pursuant to the Resolution Plan approved by the Hon'ble National Compa¬ ny Law Tribunal, Hyderabad Bench, vide its order dated May 28, 2024, in CP (IB) No. 97/7/HDB/2022, whereby the Resolution Plan submitted under the provisions of the Insolvency and Bankruptcy Code, 2016 was approved and successfully implemented. The Resolution Plan, including the Scheme of Arrangement and merger of the erstwhile String Metaverse Limited with Bio Green Papers Limited (subsequently renamed String Metaverse Limited), had become effective during the previous financial year and does not constitute a material order passed during the year under review.
During the financial year ended March 31, 2026, the Company continued to implement its strategic business plans in accordance with the approved Resolution Plan and remained compliant with the applicable statutory and regulatory requirements.
38. DECLARATIONS AND CERTIFICATIONS UNDER THE SEBI LISTING REGULATIONS
Pursuant to Regulation 26(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Require¬ ments) Regulations, 2015, all the Members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct adopted by the Company for the financial year ended March
31,2026.
A declaration confirming such compliance, signed by the the Chief Executive Officer, forms part of the Corpo¬ rate Governance Report annexed to this Annual Report.
Further, pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Dis¬ closure Requirements) Regulations, 2015, the CEO and the CFO have furnished the requisite certificate to the Board of Directors relating to the accuracy of the financial statements, adequacy and effectiveness of internal financial controls, and compliance with applicable laws and regulations. The said certificate forms part of the Corporate Governance Report forming an integral part of this Annual Report.
39. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Company confirms that the fol¬ lowing material changes and commitments occurred during and after the close of the financial year ended March
31,2026, which have a bearing on the financial position and capital structure of the Company:
During the Financial Year 2025-26
• The Company successfully completed a Rights Issue of 94,71,445 Equity Shares at an issue price of '52 per Equity Share, aggregating '49.25 Crores, in accordance with the applicable provisions of the Com¬ panies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The proceeds are being utilised for the objects stated in the Letter of Offer.
• The Company successfully completed an Offer for Sale (OFS) by members of the Promoter Group, resulting in a significant enhancement of the Company's public shareholding in accordance with the Min¬ imum Public Shareholding requirements prescribed under the Securities Contracts (Regulation) Rules, 1957 and the SEBI Listing Regulations.
• The shareholders approved the sub-division (split) of the existing Equity Shares of the Company from ' 10/- each to Re.1/- each.
After the Close of the Financial Year
Subsequent to March 31,2026 and up to the date of this Report:
• The Company completed the sub-division (split) of its Equity Shares from '10/- each to Re.1/- each, pursuant to the shareholders' approval.
• The shareholders approved the issuance of Bonus Equity Shares exclusively to Public Shareholders, with the Promoter and Promoter Group voluntarily foregoing their entitlement, as part of the Company's strategic initiative to achieve compliance with the Minimum Public Shareholding (MPS) requirements.
• Pursuant to the allotment of Bonus Equity Shares, the Company successfully achieved the prescribed Minimum Public Shareholding under the applicable provisions of the Securities Contracts (Regulation) Rules, 1957 and the SEBI Listing Regulations.
• Consequent upon the restoration of the prescribed public shareholding, the Company submitted the necessary representations to the Stock Exchange for the removal of the applicable surveillance classifi¬ cations and restoration of normal trading status.
Except as stated above, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year ended March 31,2026 and the date of this Report.
40. COST RECORDS AND COST AUDIT
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records and the appointment of a Cost Auditor are not applicable to the Company for the financial year ended March 31,2026, having regard to the nature of its business and activities.
Accordingly, the Company was not required to maintain cost records or conduct a cost audit during the year under review.
41. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
The Corporate Insolvency Resolution Process (“GRP”) initiated against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) stood successfully concluded pursuant to the approval of the Resolution Plan by the Hon'ble National Company Law Tribunal, Hyderabad Bench, vide its Order dated May 28, 2024, in CP (IB) No. 97/7/HDB/2022.
The approved Resolution Plan, inter alia, provided for the implementation of a Scheme of Arrangement, restruc¬ turing of the share capital, induction of the Successful Resolution Applicant, and the merger of the erstwhile String Metaverse Limited (Transferor Company) with Bio Green Papers Limited (Transferee Company), which was subsequently renamed String Metaverse Limited.
During the financial year ended March 31,2026, the Company continued to operate under the successfully im¬ plemented Resolution Plan and undertook various strategic initiatives for business growth, capital restructuring and strengthening of its corporate governance framework. No proceedings under the Insolvency and Bankruptcy Code, 2016 were pending against the Company during the year under review.
The Board believes that the successful implementation of the Resolution Plan has strengthened the Company's financial position, operational capabilities and long-term growth prospects, enabling it to pursue its strategic objectives as a technology-driven global enterprise.
42. DISCLOSURE UNDER RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014
During the financial year ended March 31,2026, the Company did not enter into any one-time settlement with any bank or financial institution in respect of any outstanding loans. Accordingly, the disclosure relating to the difference between the valuation carried out at the time of one-time settlement and the valuation carried out while obtaining loans or from banks or financial institutions is not applicable to the Company.
43. TRANSFER OF AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the Investor Educa¬ tion and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there were no amounts relating to unpaid or unclaimed dividend, matured deposits, matured debentures, application money due for re¬ fund, interest thereon or any other amount required to be transferred to the Investor Education and Protection Fund (IEPF) during the financial year ended March 31,2026.
44. TRANSFER OF SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, no Equity Shares of the Com¬ pany were required to be transferred to the Demat Account of the Investor Education and Protection Fund Authority during the financial year ended March 31,2026.
Accordingly, no shares were transferred to the IEPF Authority during the year under review.
45. INSURANCE
The Company has in place appropriate insurance policies covering its assets, properties, business operations and other insurable risks, commensurate with the nature and scale of its operations. The Board periodically reviews the adequacy of the insurance coverage to ensure appropriate protection against operational and business risks.
46. HUMAN RESOURCES
The Company firmly believes that its employees are its most valuable asset and the cornerstone of its continued growth and success. It remains committed to fostering a high-performance, inclusive and collaborative work en¬ vironment that encourages innovation, continuous learning, professional development and employee well-being.
The Company continues to focus on attracting, developing and retaining talented professionals by providing opportunities for growth, performance-based recognition, leadership development and a culture of accountabil¬ ity and excellence. Employee engagement initiatives, skill enhancement programmes and a robust performance management framework continue to strengthen organizational capabilities.
Industrial relations remained cordial and harmonious throughout the financial year, and the Company places on record its appreciation for the commitment, dedication and valuable contributions of all its employees towards achieving the Company's strategic objectives.
47. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to providing a safe, secure, respectful and inclusive workplace free from discrimina¬ tion, harassment and intimidation.
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder, the Company has adopted a compre¬ hensive Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace and has constituted an Internal Committee (IC) to deal with complaints relating to sexual harassment in accordance with the appli¬ cable statutory provisions.
The Policy seeks to promote a work environment based on mutual respect, dignity and equal opportunity, while providing an effective mechanism for prevention, prohibition and redressal of complaints of sexual harassment.
The status of complaints received during the financial year ended March 31,2026, is as under:
|
Particulars
|
Number
|
|
Complaints pending at the beginning of the financial year
|
Nil
|
|
Complaints received during the financial year
|
Nil
|
|
Complaints disposed of during the financial year
|
Nil
|
|
Complaints pending as on March 31,2026
|
Nil
|
The Company affirms that no case of sexual harassment was reported during the financial year under review.
48. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company is committed to providing an inclusive, equitable and employee-friendly workplace and fully com¬ plies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.
Eligible women employees are provided with all statutory benefits prescribed under the Act, including maternity leave, maternity benefits, continuity of employment, nursing breaks and other applicable benefits. The Company also strives to create a supportive work environment that promotes employee well-being, work-life balance and equal opportunities.
The Company remains committed to safeguarding the rights, dignity and welfare of its women employees and ensuring compliance with all applicable labour and employment laws.
49. DISCLOSURE OF DIFFERENCE BETWEEN VALUATION AT THE TIME OF ONE-TIME SET¬ TLEMENT AND VALUATION WHILE AVAILING LOAN
Pursuant to Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the Company confirms that no one-time settlement was entered into with any Bank or Financial Institution during the financial year ended March 31, 2026.
Accordingly, the requirement to disclose the difference between the valuation carried out at the time of one¬ time settlement and the valuation carried out while availing loans from Banks or Financial Institutions, along with the reasons therefor, is not applicable.
50. GREEN INITIATIVE
In line with the Green Initiative in Corporate Governance introduced by the Ministry of Corporate Affairs (MCA) and the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclo¬ sure Requirements) Regulations, 2015, the Company continues to promote paperless communication with its shareholders and other stakeholders.
The Annual Report, Notice of the Annual General Meeting and other statutory communications are sent in electronic mode to those Members whose e-mail addresses are registered with the Company, its Registrar and Share Transfer Agent or the respective Depository Participants. These documents are also made available on the Company's website for easy access by the Members.
The Company encourages all shareholders holding shares in physical form to register or update their e-mail addresses with the Registrar and Share Transfer Agent and those holding shares in dematerialized form to update their e-mail addresses with their respective Depository Participants to facilitate timely electronic communica¬ tion and contribute towards environmental sustainability.
ACKNOWLEDGEMENTS
The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders for their con¬ tinued trust, confidence and unwavering support extended to the Company during the financial year.
The Board expresses its heartfelt thanks to the Company's shareholders, customers, business associates, suppli¬ ers, vendors, bankers, financial institutions and strategic partners for their continued confidence in the Company and for their valuable support in achieving its business objectives.
The Directors also place on record their deep appreciation for the dedication, professionalism and commitment demonstrated by the employees at all levels. Their relentless efforts, innovation and teamwork have been in¬ strumental in the Company's continued growth, operational excellence and successful execution of its strategic initiatives.
The Board further acknowledges with gratitude the guidance, cooperation and support extended by the Min¬ istry of Corporate Affairs, Registrar of Companies, Securities and Exchange Board of India (SEBI), BSE Limited, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL), Reserve Bank of India, Income Tax Authorities, Goods and Services Tax Authorities, other Central and State Government Departments, statutory authorities and regulatory agencies for their continued assistance and cooperation.
The Board also expresses its appreciation to the Company's Statutory Auditors, Secretarial Auditor, Internal Auditors, Cost Consultants (where applicable), Registrar and Share Transfer Agent, Legal Advisors and other professional advisors for their valuable guidance and continued support.
The Directors remain confident that, with the continued support of all stakeholders, the Company will continue to strengthen its business, create sustainable long-term value and achieve greater milestones in the years ahead.
For and on behalf of the Board String Metaverse Ltd
Sd/- Sd/-
Dr. Sethurathnam Ravi Meenavalli Ganesh
DIN: 00009790 DIN:09330391
Chairman & Non-Executive Director Managing Director
Date: 11-08-2026 Place: Hyderabad
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