2.17 Provisions and Contingencies
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the
Company expects some or all of a provision to be reimbursed, for example, under an insurance contract,
the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.
The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Company or a present obligation that is not recognized because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognized because it cannot be measured reliably. The Company
does not recognize a contingent liability but discloses its existence in the standalone financial statements.
Provisions and contingent liability are reviewed at each balance sheet date.
2.18 Borrowing costs
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing
of funds including interest expense calculated using the effective interest method. Borrowing cost also
includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as
part of the cost of the asset until such time as the assets are substantially ready for the intended use or
sale. All other borrowing costs are expensed in the year in which they occur.
2.19 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
Financial assets
Initial recognition and measurement
All financial assets are recognized initially at fair value, plus in the case of financial assets not recorded
at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of
the financial asset. However, trade receivables that do not contain a significant financing component are
measured at transaction price.
Following are the categories of financial instrument:
a) Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost using the effective interest rate method if
these financial assets are held within a business whose objective is to hold these assets in order to collect
contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount outstanding.
b) Financial assets at fair value through other comprehensive income (FVTOCI)
Debt financial assets measured at FVOCI:
Debt instruments are subsequently measured at fair value through other comprehensive income if it is
held within a business model whose objective is achieved by both collecting contractual cash flows and
selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount outstanding.
Equity Instruments designated at FVOCI:
On initial recognition, the Company makes an irrevocable election on an instrument-by-instrument
basis to present the subsequent changes in fair value in other comprehensive income pertaining to
investments in equity instruments, other than equity investment which are held for trading. Subsequently,
they are measured at fair value with gains and losses arising from changes in fair value recognised in
other comprehensive income and accumulated in the ‘Reserve for equity instruments through other
comprehensive income'. The cumulative gain or loss is not reclassified to profit or loss on disposal of the
investments.
c) Financial assets at fair value through profit or loss (FVTPL)
Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects
on initial recognition to present subsequent changes in fair value in other comprehensive income for
investments in equity instruments which are not held for trading.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e. removed from the Company's balance sheet) when:
a) the rights to receive cash flows from the asset have expired, or
b) the Company has transferred its rights to receive cash flows from the asset, and
i. the Company has transferred substantially all the risks and rewards of the asset, or
ii. the Company has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into
a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the
asset, nor transferred control of the asset, the Company continues to recognise the transferred asset
to the extent of the Company's continuing involvement. In that case, the Company also recognises an
associated liability. The transferred asset and the associated liability are measured on a basis that reflects
the rights and obligations that the Company has retained. Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset
and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit loss (‘ECL') model for measurement
and recognition of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade
receivables and bank balance
b) Financial assets that are debt instruments and are measured at FVTOCI.
c) Financial guarantee contracts which are not measured as at FVTPL.
The Company follows ‘simplified approach' for recognition of impairment loss allowance on trade
receivables. The application of simplified approach does not require the Company to track changes in
credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date,
right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines
that whether there has been a significant increase in the credit risk since initial recognition. If credit risk
has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk
has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument
improves such that there is no longer a significant increase in credit risk since initial recognition, then
the entity reverts to recognising impairment loss allowance based on 12-month ECL. Lifetime ECL are
the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are
possible within 12 months after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with
the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted
at the original EIR. When estimating the cash flows, an entity is required to consider:
i) All contractual terms of the financial instrument (including prepayment, extension, call and similar
options) over the expected life of the financial instrument. However, in rare cases when the expected life
of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining
contractual term of the financial instrument ii) Cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/
expense in the Statement of Profit and Loss . This amount is reflected under the head ‘other expenses' in
the Statement of Profit and Loss. In the balance sheet, ECL is presented as an allowance, i.e., as an integral
part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying
amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance
from the gross carrying amount.
Offsetting:
Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance
sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or
loss, loans and borrowings, payables. All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's
financial liabilities include trade and other payables, loans and borrowings.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated
as such at the initial date of recognition and only if the criteria in Ind AS 109 are satisfied. For liabilities
designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in
OCI. These gains/ loss are not subsequently transferred to P&L. However, the Company may transfer the
cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the
statement of profit or loss. The Company has not designated any financial liability as at fair value through
profit and loss.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Loans and borrowings
This is the category most relevant to the Company. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are
recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation
process. Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit and loss. This category generally applies to borrowings.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the de-recognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit and loss.
Financial guarantee contracts issued by the Company are those contracts that require a payment to be
made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment
when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised
initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance
of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance
determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative
amortisation.
Reclassification of financial assets
The Company determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets which are equity instruments and financial
liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change
in the business model for managing those assets. Changes to the business model are expected to be
infrequent. The Company's senior management determines change in the business model as a result of
external or internal changes which are significant to the Company's operations. Such changes are evident
to external parties. A change in the business model occurs when the Company either begins or ceases
to perform an activity that is significant to its operations. If the Company reclassifies financial assets,
it applies the reclassification prospectively from the reclassification date which is the first day of the
immediately next reporting period following the change in business model. The Company does not restate
any previously recognised gains, losses (including impairment gains or losses) or interest.
2.20 Share Based Payments
The Company has equity-settled share-based remuneration plans for its employees. None of the Company's
plans are cash-settled. Where employees are rewarded using share-based payments, the fair value of
employees' services is determined indirectly by reference to the fair value of the equity instruments
granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting
conditions (for example profitability and sales growth targets and performance conditions). All share-
based remuneration is ultimately recognized as an expense in profit or loss with a corresponding credit to
equity. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options expected to vest. Upon exercise of
share options, the proceeds received, net of any directly attributable transaction costs, are allocated to
share capital up to the nominal (or par) value of the shares issued with any excess being recorded as
securities premium.
2.21 Business Combination
Purchase consideration transferred in excess of the fair value of identifiable net assets acquired is
recognised as goodwill. Where the fair value of identifiable net assets acquired exceeds the consideration
transferred, after reassessing the fair values of the net assets and contingent liabilities, the excess is
recognised as a gain in other comprehensive income and accumulated in equity as capital reserve; where
there is no clear evidence of the underlying reasons for classifying the business combination as a bargain
purchase, the excess is recognised directly in equity as capital reserve.After initial recognition, goodwill is
measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date, allocated to each of the company's cash¬
generating units that are expected to benefit from the combination, irrespective of whether other assets
or liabilities of the acquiree are assigned to those units.
2.22 Investment in subsidiaries, joint ventures and associates
In accordance with Ind AS 27 - Separate Financial Statements, investments in equity instruments of
subsidiaries, joint ventures and associates can be measured at cost or at fair value in accordance with Ind AS
109. The Company has opted to measure such investments at cost at initial recognition.Subsequently, such
investments in subsidiaries,joint ventures and associates are carried at cost less accumulated impairment
losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed
and written down immediately to its recoverable amount. On disposal of these investments, the difference
between net disposal proceeds and the carrying amounts are recognized in the statement of profit and
loss
i) Pursuant to a Debenture Subscription Agreement dated 29 March 2026, the Company subscribed to
1,42,96,800 Compulsorily Convertible Debentures (“CCDs”) of face value '10/- each, issued at par, of
Barret Commodity Traders Private Limited, aggregating to '1,429.68 lakhs.
ii) Investment in 5,94,000 Compulsorily Convertible Debentures of String Forex Private Limited of '10/- each,
fully paid, issued at par, subscribed pursuant to Debenture Subscription Agreement dated 29 March 2026 -
'59.40 lakhs.
iii) 10,26,883 Compulsorily Convertible Debentures (“CCDs”) of Torus Kling Fintech Private Limited, having a
face value of '10/- each and issued at par, were subscribed to by the Company for an aggregate consideration
of '102.69 lakhs under the Debenture Subscription Agreement dated 29 March 2026.
iv) The CCDs carry a coupon of 0.001% per annum, payable annually, with a tenure of up to 10 years from
the date of allotment. The Company and the respective issuer each have the option to convert the CCDs
into equity shares of the issuer at any time on or before expiry of the tenure, upon which conversion is
compulsory. The conversion price shall be determined in accordance with the applicable provisions of the
Companies Act, 2013 and rules made thereunder as at the date of conversion. Equity shares arising on
conversion shall rank pari passu with the existing equity shares of the respective issuer.
v) As the contractual cash flows of the CCDs do not represent solely payments of principal and interest,
the investments are classified and measured at fair value through profit or loss under Ind AS 109 and
categorised as Level 3 in the fair value hierarchy. The CCDs having been allotted on 29 March 2026, fair
value as at the reporting date approximates the transaction price.
*Right Issue
During the year, the Company provided a Rights Issue of 94,71,445 fully paid-up equity shares of face value ' 10
each at an issue price of '52 per equity share (including a securities premium of '42 per equity share), aggregating
'4,925.15 lakhs. The Rights Issue was offered to the eligible public shareholders in the ratio of 67 equity shares
for every 83 fully paid-up equity shares held as on the Record Date, 04 April 2025, and the equity shares were
allotted on 05 May 2025 in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018
#Sub-division
On 22nd March, 2026, the company sub-divided every 1 (one) Equity Share of the face value of ' 10/- each into
10 (Ten) Equity Shares of the Face value of ' 1/- each as approved by share holders on 22nd March, 2026.
Nature and purpose of reserve:
Securities Premium
Securities premium is used to record the premium on issue of shares and can be utilised in accordance with the
provisions of the Companies Act, 2013.
Share Based Payment Reserve
The fair value of the equity-settled share based payment transactions with employees is recognised in statement
of profit and loss with corresponding credit to Share based payments reserve. This will be utilised for allotment
of equity shares against outstanding employee stock options.
Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve,
dividends or other distribution to share holders.
The information has been determined to the extent such parties have been identified on the basis of information
available with the Company regarding the status of suppliers under the MSMED Act, 2006.
28 Segment Information
The Company is primarily engaged in the business of IT and Software services related to gaming, which
constitutes a single operating segment. The Managing Director, being the Chief Operating Decision Maker
(CODM), reviews the operations of the Company as a single integrated segment for the purpose of
allocating resources and assessing performance. Accordingly, there are no separate reportable segments in
accordance with Ind AS 108 ‘Operating Segments'.
29 Contingent Liabilities and Commitments
Accounting policy
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the entity or a present obligation that arises from past events but is not recognised because it
is not probable that an outflow of resources embodying economic benefits will be required to settle the
obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company
does not recognise a contingent liability but discloses its existence in the financial statements. Contingent
liabilities are reviewed at each balance sheet date.”
a) Contingent Liabilities: Based on management's evaluation of its obligations and potential exposures,
the Company does not have any contingent liabilities as at March 31,2026 (March 31,2025: Nil).
b) Commitments: There are no capital commitments or other commitments outstanding as at March 31,
2026 (March 31,2025: Nil).”
Please note that the sensitivity analysis presented above may not be representative of the actual change
in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation
of one another as some of the assumptions may be correlated.
There is no change in the method of valuation for the prior period. For change in assumptions please
refer Actuarial assumptions above, where assumptions for prior period, if applicable, are given.
31. Earnings per equity share [‘EPS’]
Accounting Policy
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders
of the Company by the weighted average number of equity shares outstanding during the year. Diluted
earnings per equity share is computed by dividing the net profit attributable to the equity holders of the
Company by the weighted average number of equity shares considered for deriving basic earnings per
equity share and also the weighted average number of equity shares that could have been issued upon
conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the
proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of
the outstanding equity shares). Dilutive potential equity shares are deemed converted as at the beginning
of the year, unless issued at a later date. Dilutive potential equity shares are determined independently
for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted
retrospectively for all periods presented for any share splits and bonus share issues, including for changes
effected prior to the approval of the financial statements by the Board of Directors.”
Valuation technique and significant unobservable inputs
The fair value of investments in unquoted equity instruments and compulsorily convertible debentures classified
as Level 3 has been determined using the income approach (discounted cash flow method), incorporating
significant unobservable inputs, including discount rates reflecting counterparty credit risk and estimates of
future cash flows of the investee entities. Investments made during the year were acquired in arm's length
transactions and their transaction price is considered to approximate fair value as at the reporting date.
Sensitivity of Level 3 fair value measurements
A reasonably possible change in the significant unobservable inputs used in the valuation would not result in a
material change in the fair value of these instruments.
Notes:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
There have been no transfers between the levels during the year.
Investments valued at fair value through profit and loss are classified as level 3 fair values in the fair value
hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
For financial assets & liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The management assessed that cash and cash equivalents, trade receivables, trade payables and other financial
liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
34 Financial Risk Management
The Company's principal financial liabilities include borrowings, trade payables, and other payables, which
are primarily used to finance and support its operational activities. Its principal financial assets comprise
trade receivables, other receivables, cash and cash equivalents, and other bank balances, all of which arise
directly from its operations.
The Company is exposed to credit risk, liquidity risk, and market risk, including fluctuations in foreign
currency exchange rates and interest rates, which may adversely affect the fair value of its financial
instruments. To mitigate these risks, the Company monitors the financial environment continuously
and implements risk management strategies in line with its established policies and objectives.
Senior management is responsible for overseeing financial risk management, advising on risk strategy,
and ensuring that risks are identified, assessed, and managed effectively within an appropriate governance
framework. The Board of Directors reviews and approves the Company's financial risk management
policies on a periodic basis.
A Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. Credit risk encompasses both the direct risk of default and
the risk of deterioration of creditworthiness, as well as concentration of risk. Credit risk is controlled by
analysing credit limits and the creditworthiness of customers on a continuous basis, with credit granted
after obtaining necessary approvals. The Company is exposed to credit risk from its operating activities
(primarily trade receivables) and from its investing activities (short-term bank deposits). The Company
deals only with parties which have a good credit rating / creditworthiness assigned by external rating
agencies or based on the Company's internal assessment.
Financial instruments that are subject to concentrations of credit risk principally consist of trade
receivables, investments, cash and cash equivalents, bank deposits and other financial assets. None of the
financial instruments of the Company result in material concentration of credit risk.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure
to credit risk was INR 10,989.69 lakhs (March 31,2025- INR 5488.62 lakhs) being the total of the carrying
amount of Cash and cash equivalents, bank deposits, trade receivables, investments and other financial
assets.
Trade receivables
Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company
assesses at each reporting date whether a financial asset or a group of financial assets is impaired. The
Company recognises lifetime expected credit losses for all trade receivables and contract assets that do
not constitute a financing transaction. For all other financial assets, expected credit losses are measured at
an amount equal to the 12-month expected credit losses, or at an amount equal to the lifetime expected
credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
B Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market prices. Such changes in the values of financial instruments may result from
changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes.
Financial instruments affected by market risk include loans, borrowings and security deposits.
Interest rate risk - Interest rate risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The Company's borrowings carry
fixed rates of interest and are not material; accordingly, the Company is not exposed to significant interest
rate risk as at the respective reporting dates.
Foreign currency exchange rate risk - Foreign currency risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The
Company's functional currency is the Indian Rupee. The Company does not have material foreign currency
denominated monetary assets or liabilities as at the reporting date; accordingly, its exposure to foreign
currency risk is not significant.
Price risk - Price risk is the risk that the fair value of a financial instrument will fluctuate because of changes
in market prices (other than those arising from interest rate risk or currency risk). The Company's equity
investments in subsidiaries are strategic and long-term in nature and are carried at cost; accordingly, they
are not exposed to price risk. The Company's investments in compulsorily convertible debentures are
measured at fair value through profit or loss and are classified as Level 3 in the fair value hierarchy.
C Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall
due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds
are available for use as per requirements. The Company manages liquidity risk by maintaining adequate
reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching
the maturity profiles of financial assets and liabilities.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The
amounts are gross and undiscounted, and exclude the impact of netting agreements.
35. Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity holders of the Company. The primary objective of the
Company's capital management is to maximise shareholder value.
The Company manages its capital structure in light of changes in economic conditions and the requirements
of its business plans. The Company monitors capital using a gearing ratio, computed as net debt divided
by total equity. Net debt comprises borrowings (including interest accrued thereon) less cash and cash
equivalents.
As at 31st March 2026, the Company's cash and cash equivalents exceeded its total borrowings, resulting in a
negative net debt position.
The Company is not subject to any externally imposed capital requirements. There have been no breaches of
financial covenants applicable to the Company's borrowings during the current or previous year. No changes
were made in the objectives, policies or processes for managing capital during the years ended 31st March 2026
and 31st March 2025.
36. Share Based Payments
The Company has Employee Stock Options Scheme i.e. “String Metaverse Employee Stock Option Scheme
- 2023” (“THE SCHEME”) under which options to be granted at exercise price to be vested from time
to time.The “String Metaverse Employee Stock Option Scheme - 2023” (hereinafter referred to as SM
ESOS 2023 or “the Scheme”) was originally adopted by the shareholders of the then unlisted company,
M/s. String Metaverse Limited, through a resolution passed at its Extra-Ordinary General Meeting held on
March 27, 2023. The Scheme was framed in accordance with applicable law at that time, with the objective
of rewarding and retaining key employees, aligning employee interests with long-term shareholder value,
promoting a sense of ownership among employees, and incentivizing high performance.
Subsequently, pursuant to a Scheme of Amalgamation approved by the Hon'ble National Company Law
Tribunal (NCLT), Hyderabad Bench, by its order dated May 28, 2024, M/s. String Metaverse Limited (the
unlisted company) was merged with M/s. Bio Green Papers Limited, a listed entity. Upon effectiveness
of the merger, the name of the Bio Green Papers Limited was changed to String Metaverse Limited. As
per the terms of the NCLT-approved scheme and applicable provisions of law, all rights, obligations, and
undertakings of the erstwhile unlisted company, including those arising under SM ESOS 2023, stood vested
in the merged listed company, i.e., the current String Metaverse Limited
The maximum number of options that may be granted as per the original scheme shall not exceed
1,65,00,000 (One Crore Sixty-Five Lakhs only) equity shares of M/s. String Metaverse Limited (The Unlisted
Entity), having a face value of Re. 1/- each, prior to the effectiveness of the Scheme of Arrangement. Each
option granted under The Scheme shall entitle the eligible participant to acquire 1 (one) equity share of
Re. 1/- of M/s. String Metaverse Limited (The Unlisted Entity), The options may be granted in one or more
tranches as may be decided by the Board of Directors or a Committee thereof, in accordance with the
provisions of the Scheme and applicable laws.
Pursuant to the Scheme of Arrangement involving the merger of M/s. String Metaverse Limited (Transferor
Company) with M/s. Bio Green Papers Limited (Transferee Company), (Upon effectiveness of the merger,
the name of the Bio Green Papers Limited was changed to String Metaverse Limited ) and in accordance
with the approved share exchange ratio of 6 (six) equity shares of the Transferee Company of face value
Rs.10/- each for every 10 (ten) equity shares of the Transferor Company of face value Re.1/- each, the stock
options granted under The Scheme shall also be adjusted accordingly.
Consequently, post-merger, the maximum number of options that shall be outstanding and exercisable
in the Transferee Company, M/s. Bio Green Papers Limited (Presently String Metaverse Limited), shall be
99,00,000 (Ninety-Nine Lakhs only) equity stock options. This adjustment ensures a proportionate and fair
treatment of entitlements of the eligible employees under The Scheme, in line with the exchange ratio and
capital structure of the Transferee Company.
In the event of any future corporate action(s), including but not limited to rights issue, bonus issue,
consolidation or sub-division of shares, reclassification of share capital, merger, demerger, sale of undertaking
or other similar events, the Board or Committee shall have the authority to make appropriate and equitable
adjustments to the number of options, exercise price, and/or entitlements under The Scheme to ensure
that the rights of the participants are not adversely affected, and the overall economic value of the options
remains consistent.
*During the year, the face value of equity shares has been sub-divided from '10 each to '1 each.
During the Financial Year 2025-26, the Company had in place an employee stock option scheme titled “String
Metaverse Employee Stock Option Scheme - 2025” (“the Scheme”). The Scheme was approved by the
shareholders through a Special Resolution passed at the 31st Annual General Meeting held on 26 September
2025.
The Scheme was formulated in accordance with the applicable laws and regulations prevailing at the time of its
approval. Its primary objectives are to reward and retain key employees, align their interests with the long-term
interests of shareholders, foster a sense of ownership, and incentivize superior performance.
A total of 2,50,00,000 stock options* are available for grant under the Scheme. However, no stock options were
granted under the Scheme during the Financial Year 2025-26
Scheme - II - 1,00,00,000 New ESOPs Approval Details
38 Events After The Reporting Period
There are no significant events after the reporting period that require adjustment to, or disclosure in,
these financial statements. Events occurring after the balance sheet date have been evaluated up to 25th
May,2026, being the date on which these financial statements were approved and authorised for issue by
the Board of Directors.
39 Scheme of Arrangement
“Pursuant to the order of the Hon'ble National Company Law Tribunal, Hyderabad Bench, pronounced
on 28th May 2024 in CP (IB) No. 97/7/HDB/2022, the Resolution Plan submitted by Mr. Krishna Mohan
Meenavalli, together with the Scheme of Arrangement providing for the merger of erstwhile String
Metaverse Limited (Transferor Company) into Bio Green Papers Limited (since renamed String Metaverse
Limited), was approved and implemented with effect from the appointed date, i.e., 1st April 2023.
The effects of the Resolution Plan and the Scheme - including the reduction of the pre-CIRP equity
share capital, allotment of 50,00,000 equity shares of '10 each to the Resolution Applicant, allotment of
9,60,00,000 equity shares of '10 each to the shareholders of the Transferor Company as consideration
for the merger, extinguishment of claims of financial and operational creditors, and recognition of goodwill
of '2,750.59 lakh on amalgamation - were given effect to in the financial statements for the year ended
31st March 2025. Accordingly, the figures for the previous year include the effects of the Scheme, and no
further adjustments arising from the Resolution Plan or the Scheme were required during the current year.
Goodwill recognised on the amalgamation has been tested for impairment as at 31st March 2026 in
accordance with Ind AS 36 - Impairment of Assets”
40 Corporate social responsibility (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are
not applicable to the Company, as the Company's net worth, turnover and net profit for the immediately
preceding financial year are below the thresholds prescribed under Section 135(1) of the Act. Accordingly,
the Company is not required to constitute a CSR Committee or incur any CSR expenditure.
41 Other Statutory Information
i) No proceedings have been initiated or are pending against the Company for holding any benami
property under the Prohibition of Benami Property Transactions Act, 1988 (45 of 1988) and rules
made thereunder
ii) The Company does not have any transactions with, or outstanding balances with, companies struck
off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956, during
the current or previous financial year.
iii) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar
of Companies (ROC) beyond the statutory period.
iv) The Company has not traded or invested in Crypto Currency or Virtual Currency during the current
or previous financial year.
v) The Company has not been declared a wilful defaulter by any bank or financial institution or any other
lender, during the current or previous financial year.
vi) “The Company has not advanced or loaned or invested funds (either from borrowed funds or share
premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign
entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the
Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.”
vii) “The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party), with the understanding (whether recorded in writing or otherwise) that the Company
shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”
viii) The Company does not have any transaction not recorded in the books of account that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,
1961 (such as search or survey or any other relevant provisions of the Income Tax Act, 1961).
ix) The title deeds of all immovable properties (other than properties where the Company is the lessee
and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements
are held in the name of the Company.
x) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use assets) or
intangible assets during the current or previous financial year.
xi) The Company has not granted any loans or advances in the nature of loans to promoters, directors,
KMPs and related parties (as defined under the Companies Act, 2013), either severally or jointly
with any other person, that are repayable on demand or without specifying any terms or period of
repayment.
xii) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the
Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
xiii) The Company has not entered into any scheme of arrangement which has an accounting impact on the
current or previous financial year in terms of Sections 230 to 237 of the Companies Act, 2013.
xiv) The Company has not been sanctioned working capital limits from banks or financial institutions on
the basis of security of current assets during the year.
xv) The borrowings obtained by the Company from banks and financial institutions have been applied for
the purposes for which such loans were taken. Funds raised on short-term basis have not been utilised
for long-term purposes.
42 Prior year comparatives
Previous year figures have been regrouped/reclassified, wherever necessary, to conform to the current
year's presentation
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