span divergent ltd Directors report

To, The Shareholders,

Your Directors have pleasure in presenting the 43^rd Annual Report of Span Divergent Limited (the Company) on the business and operations of the Company together with the audited financial statements for the year ended on March 31, 2023.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the Financial Year ended March 31, 2023 along with corresponding figures of previous financial year is summarised below.

All amounts are in Indian Rupees in Lacs except for share data or otherwise stated.

a) Standalone Financial Results

Particulars	Amount (Rs. In Lacs)
	2022 - 2023	2021 - 2022
Total Revenue	269.54	311.84
Profit/(Loss) before tax, Depreciation and Finance Cost (Excluding extraordinary	123.54	160.92
income/(Loss))
Less: Finance Cost	-	-
Profit/(Loss) before Depreciation	123.54	160.92
Less: Depreciation	42.46	50.91
Profit/(Loss) before exceptional item and tax	81.07	110.01
Exceptional Item	(410.83)	(917.47)
Profit/(Loss) before tax	(329.76)	(807.46)
Income Tax Expense	3.98	(31.66)
Profit/(Loss) for the period from continuing operations	(333.74)	(775.80)
Other comprehensive income
Remeasurement costs of post-employment benefits	(1.69)	0.34
Deferred tax on post-employment	0.47	(0.09)
Other comprehensive income for the year, net of tax	(1.22)	0.25
Total comprehensive income for the year	(334.96)	(775.55)
Earnings per equity share for profit from operation attributable to owners of the entity:
Basic earnings per share	(6.11)	(14.20)
Diluted earnings per share	(6.11)	(14.20)

b) Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with the rules made there under and Indian Accounting Standards (Ind AS) along with Auditors Report which forms part of the Annual Report. Consolidated Sales of your Company for the financial year ended March 31, 2023 is INR 1252.48 Lacs vis-a-vis INR 1308.78 Lacs in the previous year, registering a decrease of 4.30%. Consolidated Net loss attributable to the owners of the Company for the financial year ended March 31, 2023 is INR (505.46) Lacs vis-a-vis INR (980.01) Lacs in the previous year, registering a decrease by 48.42%.

2. DIVIDEND

Board after detailed deliberation and considering loss incurred during the year under review decided not to recommend any dividend for the financial year 2022 - 23. The Dividend Distribution Policy of the Company is set out as "Annexure A". The Dividend Distribution Policy of the Company is also available at http://span.in/wp-content/uploads/2023/02/Span-Dividend-Policy.pdf.

3. TRANSFER TO RESERVES:

No amount has been transferred to Reserves for the financial year ended on March 31, 2023.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

During the Financial Year 2022-23, on standalone basis Company has incurred losses which includes an exceptional item of Rs. 410.83 Lacs Contributed by Impairment of capital invested in a subsidiary company, Aranya Agri Biotech LLP, resulting in Net loss of Rs. 329.76 Lacs.

Subsequent to the sale of its IVD Business Undertaking in March 2015, Company has been operating in various business segments through specific subsidiary firms formed for each of the businesses. Company also has a Pvt Limited subsidiary Company, M/s. Biospan Contamination Control Solutions Private Limited. Company has been very vigilant and been critically reviewing each of these businesses and as a result has been restructuring its businesses, where ever needed. As part of such restructuring, Company has decided to exit from its Plant Tissue Culture Business and has taken decision to discontinue operation of Aranya Agri Biotech LLP a firm involved in Plant Tissue Culture Business. The process of discontinuation of the operation is expected to be completed during FY23-24.

In terms of provision to sub-section (3) of the Section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries are set out in the prescribed Form AOC 1 which forms part of the Annual Report. The details of firms and brief status of each of subsidiaries, where Company is actively pursuing the business development are as follows:

Dryfruit Factory LLP (DFFL):

DFFL has a plant near Ahmedabad, Gujarat for processing of Raw Cashew Nuts (RCNs) into a finished cashew, whose commercial production started since second quarter of FY2018. The plant is accredited with ISO 9001:2015 and Food Safety System Certification (FSSC) 22000. DFFL has entered in to long term Tolling Agreement to ensure that plant is utilized to its maximum capacity.

During the year under review, the LLP yielded Total Revenue of INR 962.36 Lacs with net loss of INR (81.53) Lacs as against Total Revenue INR 1163.28 Lacs and net loss of INR (52.18) Lacs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2023 is INR (80.86) Lacs as against INR (51.53) Lacs in previous year.

Aranya Agri Biotech LLP (AABL):

AABL had ventured in to Plant Tissue Culture Business after having acquired assets of a non-operative (but a pioneer venture in the field) unit which was in the business of Plant Tissue Culture. AABL was involved in Plant Tissue Culture business which falls into the Agriculture Activities. Over past two years, while looking at the industry scenario and outcome of the business under such scenario, Company embarked upon restructuring of AABL and was gradually downsizing its business operation. During the year under review, the LLP yielded Total Revenue of INR 20.47 Lacs and net loss of INR (81.48) Lacs as against Total Revenue INR 26.95 Lacs and net loss of INR (141.77) Lacs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2023 is INR (81.48) Lacs as against INR (141.77) Lacs in previous year. The Board had been critically reviewing the performance of the LLP and after evaluating status of the ongoing business of M/s. Aranya Agri Biotech LLP and detailed deliberations, Board has approved the plan to discontinue operations of Aranya. As such Aranya is not a material subsidiary.

Desai Farmharvest LLP:

No operation has started in this LLP. It will be operational at an appropriate time in line with the overall strategy of the Company. During the year under review, the LLP incurred net Profit of INR 0.66 Lacs as against net profit of INR 0.66 Lacs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2023 is INR 0.66 Lacs as against INR 0.66 Lacs in previous year.

Biospan Scientific LLP (BSLLP):

BSLLP had introduced a niche and selective product portfolio to serve Indian customers in Pharmaceutical & Biotechnology manufacturing segments. BSLLP has limited products under its name.

During the year under review, the LLP yielded Total Revenue of INR 113.50 Lacs and net profit of INR 40.07 Lacs as against Total Revenue INR 92.80 Lacs and net profit of INR 31.80 Lacs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2023 is INR 40.07 Lacs as against INR 31.80 Lacs in previous year.

Biospan Contamination Control Solutions Private Limited (BSCCS):

BSCCS, being subsidiary of Span is a joint venture between Span Divergent Ltd. and Micronclean UK, with Span having 67 % equity stake. It caters to the niche segment of Pharmaceutical and Biotechnology industry having clean room consumable requirement. The products are imported from Joint Venture Partner Company from UK and other reputed companies world-wide operating in the similar segment.

During the year under review, the Company yielded Total Revenue of INR 116.42 Lacs and net loss of INR (86.12) Lacs as against Total Revenue INR 93.57 Lacs and net loss of INR (77.85) Lacs in previous year. The Total Comprehensive Income of the Company for the year ended March 31, 2023 is INR (85.97) Lacs as against INR (77.66) Lacs in previous year.

Span Diagnostics LLP:

No operation has started in this LLP. It will be operational at an appropriate time in line with the overall strategy of the Company. During the year under review, the LLP incurred net loss of INR (0.12) Lacs as against net loss of INR (0.14) Lacs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2023 is INR (0.12) Lacs as against INR (0.14) Lacs in previous year.

Industry Structure, Development & Outlook

The Company has invested in the business of Food, Agriculture and Life science verticals and is operating businesses through its various Subsidiaries. The Company is mainly providing support to all the entities in terms of business management, financial, technical and operational expertise. Additionally, it also gets involved in monitoring and guiding all the entities in various compliances, providing them vital support in networking, liasoning and building business in each of these entities. Company vigilantly monitors each subsidiary company/firm performance and takes required corrective actions and provide strategic guidance after having dully discussed and approved by the Board. Company foresees good potential and growth prospects in the two major segments it is operating through its subsidiary viz, Raw Cashew Processing and Consumables for Biotechnology / Pharmaceutic Industry. Company will continue to look for further opportunities in these segments for further consolidating the business.

Research & Development

As Company is operating through its subsidiary, it is not having any R&D activities.

Human resources and Industrial relations

As on March 31, 2023, Company has 6 employees. The focus of the Company is to enrich its employees by promoting learning & development and providing opportunities for enhancing their knowledge base continuously so that to make them multiskilled in current environment. The Company strives to empower its employees to take up independent responsibility and thereby reaping the benefits of diverse skills set of all employees. During the year, Company continues to have cordial and harmonious relations with its employees.

Details of Key Financial Ratios are provided in notes to financial statement.

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no significant material order passed by the regulators or courts.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Management is committed to continue maintaining Companys internal control system, which is reviewed and monitored critically. Compliance of the same is ensured with very valuable inputs from the independent directors, Internal Auditors and Statutory Auditors. Their vast experience and knowledge base has contributed tremendously in betterment of systems and processes, resulting in better internal control. Internal control system is further supported by periodic review by management and the Audit Committee. Company maintains high focus towards all regulatory compliances, which is regularly reviewed by the Board. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

7. FIXED DEPOSITS

Company has not accepted any fixed deposits and as such and no amount of principal or interest of fixed deposit was outstanding as of balance sheet date.

8. PARTICULARS OF EMPLOYEES

During the financial year 2022-23, none of the employee of the Company has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the "Annexure B" forming part of the Report. None of the employees listed in the said Annexure is related to any Director of the Company except mentioned hereunder. Remuneration of Employees of the company is as under.

	Employee Name	Designation	Education / Qualification	Age	Experience (In Years)	Date of Joining	Gross Remuneration paid (For the Year)	Previous Employment	Relative of any Director /Manager (Yes/No) if Yes then name of such Director and Manager
Sr. No
1	Paras Desai	CFO	B.E, MBA	55	30	02-07-2018	41.92*	Arkray Health Care Pvt Ltd	No
2	Viral Desai	MD	B.Pharm	55	31	01-08-1992	33.97#	First Employment	Yes- Dr. Pradip Desai
3	Sujata Desai	COO	B.E	50	28	01-01-2018	17.68	Arkray Health Care Pvt Ltd	Yes- Mr. Viral Desai
4	Minesh Patel	Manager - Accounts	B.Com, PGDTM	40	17	23-02-2013	7.51	Gujarat Enviro Protection Infrastructure Ltd	No
5	Mittal Parekh (Up to May 31, 2022)	Manager - HR	BMS, MLW	35	10	16-01-2019	0.88	Navitas Green Solutions Pvt Ltd.	No
6	Samiksha Kansara (Up to November 14, 2022)	Company Secretary	M.Com, C.S.	37	9.5	01-09-2017	1.56	Gujarat Enviro Protection Infrastructure Ltd	No
7	Mithun Chaudhary	Assistant	ITI	42	18	01-01-2018	2.11	BSNL	No
8	Urvi Shinde (w.e.f. February 09, 2023)	Company Secretary	M.Com, C.S., LLB (General)	36	10	09-02-2023	0.47	Suchi Industries Limited	No

* Includes retiral benefits and reimbursement of LTA, # Includes retiral benefits

9. AUDITORS & THEIR REPORTS

(1) Statutory Auditors:

The shareholders had approved the appointment of M/s. Y B Desai & Associates, Chartered Accountants as the Auditors of the Company for a period of five years from the conclusion of the 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting.

The Auditors Report issued by Companys Auditor M/s. Y B Desai & Associates, Chartered Accountants for the financial year 2022-2023 does not contain any qualifications, reservations or adverse remarks which requires any clarification / explanation. The Auditors Report is enclosed with the financial statement in this Annual Report. There was no instance of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act, and the rules made thereunder. The Notes on accounts, referred to in the Auditors Report, are self-explanatory and therefore do not call for any further comments.

(2) Secretarial Auditors:

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, on the recommendation of Audit Committee, the Board of Directors of the Company had appointed M/s. Mitesh Rana & Co. a firm of Company Secretaries to carry out Secretarial Audit for the year ended on March 31, 2023. The Secretarial Audit Report is annexed as "Annexure E". The Secretarial Audit Report for the financial year ended March 31, 2023 does not contain any qualifications, reservations, adverse remarks. On the recommendation of Audit Committee, The Board of Directors of your Company has appointed M/s. Mitesh Rana & Co., Company Secretaries, Vadodara to carry out Secretarial Audit of your Company for FY 2023 2024. Your Company had complied with the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

(3) Internal Auditors:

The Board of Directors has approved the re-appoint of M/s. Christie & Co., Chartered Accountants, Surat (Firm Registration No. 101939W) as Internal Auditors of the Company for financial year 2023 2024

10. SHARE CAPITAL

The paid-up equity capital of the Company as on March 31, 2023 was Rs. 5,46,17,470/- divided into 54,61,747 Equity Shares of Rs. 10/- each. The Company has neither issued any shares nor granted stock option nor sweat equity.

11. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at http://span.in/shareholder-corner/span-divergent-limited-annual-return/

12. CONSERVATION OF ENERGY

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not given considering the fact that Companys office is an administrative office only and no manufacturing activity has been carried out during the year in Company. However, in the office all the lights used are LED lights and all air-conditioners are rated 5 star and operated at optimum temperature to conserve the electricity.

13. TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars are attached in "Annexure C" of this report.

14. CORPORATE SOCIAL RESPONSIBILTY

Though not mandatory in terms of Section 135 of Companies Act, 2013 for the year ended on March 31, 2023 the Company has formulated Corporate Social Responsibility (CSR) Policy in accordance with Section 135 of the Companies Act, 2013 and reconstituted CSR Committee under the Chairmanship of an Independent Director Mr. Kamlesh Patel.

15. DIRECTORS/KEY MANAGERIAL PERSONNEL

Name of the Director	Designation
Mr. Sanjay Natwarlal Mehta	Director
Dr. Pradipkumar Keshavlal Desai	Director
Dr. Pranav Sureshbhai Desai (Up to September 29, 2022)	Director
Mr. Viral Pradipkumar Desai	Managing Director
Mr. Shyamal Ghosh	Independent Director
Mr. Kamlesh Maganlal Patel	Independent Director
Mr. Needamangalam Gopalaswami	Independent Director
Dr. Manjula Subramaniam (Up to June 10, 2022)	Woman Independent Director
*Dr. Shefali Desai (w.e.f. August 04, 2022)	Director
Mr. Paras Desai	Whole Time Director and Chief Financial Officer (CFO)
**Ms. Samiksha Kansara (Up to November 14, 2022)	Company Secretary and Compliance Officer
**Ms. Urvi Shinde (w.e.f. February 09, 2023)	Company Secretary and Compliance Officer

* Dr. Shefali Desai was appointed as additional Director of the Company with effect from August 04, 2022 and the appointment was regularised as Non-Executive Non-Independent Director of the Company with effect from September 29, 2022.

**Ms. Samiksha Kansara had resigned from the post of Company Secretary and Compliance Officer with effect from November 14, 2022 and Ms. Urvi Shinde was appointed as a Company Secretary and Compliance Officer with effect from February 09, 2023.

16. INDEPENDENT DIRECTORS DECLARATION AND ITS MEETING

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the your company confirms that the Independent Directors fulfil the conditions specified in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 05, 2023.

17. BOARD MEETINGS

An agenda of the meeting is prepared and circulated in advance to all the Directors. During the year, four Board Meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report along with other committee meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and relaxation provided by the regulatory authorities from time to time.

18. BOARD EVALUATION

Pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results. None of the independent directors are due for re-appointment.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, Information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

19. APPOINTMENTS

The Companies Act, 2013 provides for the appointment of the independent directors. Sub-section 10 of Section 149 of the Companies act, 2013 provides that independent director shall hold office for a term of five consecutive years on the Board of a Company; and shall be eligible for the re-appointment on passing a special resolution by the shareholders of the Company. In compliance with the aforesaid provision and subject to provision of Securities Exchange Board of India Act, 1992, Mr. Kamlesh Patel, Mr. N Gopalaswami, Mr. Shyamal Ghosh had been appointed as an Independent Directors of the Company for further term of 5 (Five) years at the Annual General Meeting of the Company held on September 27, 2019 by passing Special Resolutions separately for each Independent Director.

20. RETIREMENTS, RESIGNATIONS AND CHANGE IN THE DESIGNATION

I. Dr. Manjula Subramaniam, Woman Independent Director of the Company had resigned from the post of Director with effect from June 10, 2022.

II. Dr. Pranav Desai, Director was retired at the previous Annual General Meeting with effect from September, 29, 2022.

III. Dr. Shefali Desai was appointed as an additional Director the Company with effect from August 04, 2022 and regularised as Non-Executive Non-Independent Director with effect from September 29, 2022 at the previous annual general meeting.

IV. Ms. Samiksha Kansara resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. November 14, 2022 and Ms. Urvi Shinde was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. February 09, 2023.

V. Dr. Pradip Desai, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible for reappointment offered himself for re-appointment at the ensuing Annual General Meeting. The retirement of Director by rotation at the ensuing Annual General Meeting is determined in accordance with the provisions of the Companies Act, 2013.

VI. The Board of Directors on recommendation of Nomination & Remuneration Committee proposed to appoint Mr. Rajendra Navinchandra Chokhawala (DIN: 01585000), Mr. Jigneshkumar Rameshchandra Desai (DIN: 00335703) and Mr. Nirav Dineshchandra Jogani (DIN: 00016354) as Non Executive, Independent Directors of the Company with effective from January 01, 2024 subject to approval in ensuing Annual General Meeting of the Company.

21. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE

The composition of Audit Committee and Nomination and Remuneration Committee and attendance of each member at the Committee meetings held during the year is stated in corporate governance report.

The Board has on recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Nomination and Remuneration Policy is given in the Corporate Governance Report.

22. VIGIL MECHANISM

The Company has established a mechanism for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and the same has been communicated within organization. In staying true to its values of strength, performance and passion, the Company is committed to the high standards of Corporate Governance and Stakeholders Responsibility.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. There were no cases of sexual harassment complaints received by the Company in the financial year 2022 23. The policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at work place is placed on website of the Company http://span.in/wp-content/uploads/2019/09/Span-Divergent-Limited-Policy-on-Prevention-of-Sexual-Harassment.pdf

23. LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

24. RELATED PARTY TRANSACTIONS

All related party transactions which were entered into during the financial year were on arms length basis, were in the ordinary course of business and in compliance of the provision of Section 188 of the Companies Act, 2013 and rules made there under and Listing Agreement & SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015. There were no materially significant related party transactions made by the Company with promoters, Key Managerial Personnel or other designated persons which may have potential conflict with Interest of the Company at large in accordance with provisions of the Companies Act, 2013 and rule framed thereunder. All related party transactions are placed before the Audit Committee as well as to the Board for approval. You may refer to related party transactions in note No. 25 of the Stand-Alone Financial Statements. The Company has adopted policy on Related Party Transactions and can be accessed on Companys website at http://span.in/wp-content/uploads/2023/02/Span-Related-Party-Transactions-Policy.pdf.

Prescribed form AOC - 2, pursuant to Section 134 (3) (h) of the Companies Act, 2013 & Rule 8(2) of the Companies (Accounts) Rules, 2014, is furnished as "Annexure D" to this report.

25. MANAGERIAL REMUNERATION

Name of the Director	Designation	Remuneration in the year 2023 in Rs. Lacs	Remuneration in the year 2022 in Rs. Lacs	Sitting fees in the year 2023 in Rs. Lacs
Mr. Sanjay Natwarlal Mehta	Director	Nil	Nil	0.35
Dr. Pradipkumar Keshavlal Desai	Director	Nil	5.03*	0.10
Dr. Pranav Sureshbhai Desai	Director	Nil	Nil	Nil
Mr.Viral Pradipkumar Desai	Managing Director	33.97*	33.76**	Nil
Mr. Shyamal Ghosh	Independent Director	Nil	Nil	0.40
Mr. Kamlesh Maganlal Patel	Independent Director	Nil	Nil	0.35
Mr. Needamangalam Gopalaswami	Independent Director	Nil	Nil	0.40
Dr. Manjula Subramaniam (up to June 10, 2022)	Woman Independent Director	Nil	Nil	Nil
Dr. Shefali Desai (w.e.f. August 04, 2022)	Director	Nil	Nil	0.10
Mr. Paras Desai	Chief Financial Officer and Whole Time Director	41.92*	46.34*#	Nil
Ms.Samiksha Kansara ( up to November 14, 2022)	Company Secretary	1.56*	2.58*	NA
Ms. Urvi Shinde (w.e.f. February 09, 2023)	Company Secretary	0.47*	NA	NA

*(i) Includes provision of superannuation, Gratuity and contribution to Provident Fund, ** excluding of Provident Fund # In FY 2021-22 out of total remuneration of Mr. Paras Desai, Rs 5.05 Lacs is as Reimbursement of LTA

The median remuneration of the employee of the Company for the year 2022-23 is Rs. 7,60,002 as against Rs. 7,00,002 for the year 2021 -22. There were 6 employees on rolls of the Company at the end of the financial year i.e March 31, 2023. In order to ensure that remuneration reflects company performance, the performance pay was linked to functional and organization performance.

Sr.No	Name of Director	Remuneration	Ratio of Remuneration to the median remuneration of the employees
1	Mr. Viral P Desai	33.97	4.36
2	Mr. Paras Desai	41.92	5.52

On the recommendation of Nomination and Remuneration Committee of the Company, Board has approved appointment of Mr. Viral P Desai as Managing Director of the Company with effect from July 01, 2022 for a further period of three years at remuneration sanctioned by the shareholders of the Company. During the year under review, there was no increase in remuneration of the Managing Director Mr. Viral P Desai who is reappointed for a further period of 3 years with effect from July 01, 2022.

The further information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company will be provided upon request. The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the "Annexure B" forming part of the Report.

26. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of the Annual Report. The certificate received from the M/s. Mitesh Rana & Co. confirming compliance with conditions of Corporate Governance Report is attached to this report.

27. MATERIAL CHANGE & COMMITMENTS, IF ANY

There is no material changes and commitments, that would affect financial position of the company at the end of the financial year of the company to which the financial statements relate and the date of directors report.

28. COST AUDITORS

Cost Audit is not applicable to the Company for the year 2022 23. Hence No appointment of Cost Auditor was required to be made.

29. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks is getting managed within a unitary framework. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time is getting embedded into the Companys business systems and processes, such that our responses to risks remain current and dynamic.

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

30. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates those are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The directors have prepared the annual accounts on a going concern basis; (e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. CHANGE IN NATURE OF BUSINESS

During the year under review, there had been no change in the Companys nature of business.

32. CHANGE IN REGISTRAR AND TRANSFER AGENT

During the year 2020-2021, M/s. Accurate Securities and Registry Private Limited, Shangrila Arcade, 203, Above Samsung Showroom, Near Shyamal Cross Road, Satellite, Ahmedabad, Gujarat 380 015 had been appointed as Registrar and Transfer Agent of the Company in place of M/s. Link Intime India Private Limited Company had also completed execution of tripartite agreement with New Registrar and Transfer Agent, i.e. M/s. Accurate Securities and Registry Private Limited and old Registrar and Transfer Agent M/s. Link Intime India Private Limited. There was no change in Registrar and Transfer Agent of the Company during 2022 2023.

Shareholders are requested to make all communication to Companys New Registrar and Transfer Agent M/s. Accurate Securities and Registry Private Limited as under mention address:

M/s. Accurate Securities and Registry Private Limited,

Unit: Span Divergent Limited

Shangrila Arcade, 203, Above Samsung Showroom, Near Shyamal Cross Road, Satellite, Ahmedabad, Gujarat 380 015, Telephone No.: +91-79-48000319, Email: investor@accuratesecurities.com Website: www.accuratesecurities.com

33. Other Disclosures: a) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trusts for the benefits of employees. b) Neither the Managing Director nor the Whole Time Directors of the Company have received any remuneration or commission from any of its subsidiaries. c) No fraud has been reported by the Auditors to the Audit Committee or the Board. d) Neither an application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. e) No settlement has been done with Banks or financial institutions.

34. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis and the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those either expressed or implied in the statement depending on the circumstances.

35. ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude to the HDFC Bank and Government Authorities for their co-operation and assistance rendered to the Company. For and on behalf of the Board of Directors

Span Divergent Limited

Date: August 10, 2023
Place: Surat	Viral P Desai	Dr. Pradip K Desai
	Managing Director	Non-Executive Director
	DIN: 00029219	DIN: 00026451