Span Divergent Ltd Directors Report

To, The Shareholders,

Your Directors have pleasure in presenting the 45^th Annual Report of Span Divergent Limited (the Company) on the business and operations of the Company together with the Audited Financial Statements (both Standalone and Consolidated) for the year ended March 31, 2025.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the Financial Year ended March 31, 2025 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)
	2024-25	2023 2024
Total Revenue	276.19	346.43
Profit/(Loss) before tax, Depreciation and Finance Cost (Excluding extraordinary income/(Loss))	117.55	177.03
Less: Finance Cost	-	-
Profit/(Loss) before Depreciation	117.55	177.03
Less: Depreciation	25.16	34.11
Profit/(Loss) before exceptional item and tax	92.39	142.92
Exceptional Item	5.66	8.50
Profit/(Loss) before tax	98.05	151.42
Income Tax Expense	14.09	0.43
Profit/(Loss) for the period from continuing operations	83.96	150.99
Other comprehensive income
Remeasurement costs of post-employment benefits	(0.73)	(1.59)
Deferred tax on post-employment	0.20	0.44
Other comprehensive income for the year, net of tax	(0.53)	(1.15)
Total comprehensive income for the year	83.43	149.83
Earnings per equity share for profit from operation attributable to owners of the entity:
Basic earnings per share	1.54	2.76
Diluted earnings per share	1.54	2.76

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, 2025, is INR 896.01 Lacs vis-a-vis INR 1233.26 Lacs in the previous year, registering a decrease of 27.35%. Consolidated Net Profit attributable to the owners of the Company for the financial year ended March 31, 2025, is INR (91.73) Lacs vis-a-vis INR 97.55 Lacs in the previous year, registering a decrease by 194.03%.

2. DIVIDEND

The Board, after detailed deliberation and with a view to conserve resources, considering the future plans of the Company decided not to recommend any dividend for the financial year 2024 - 2025. 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, 2025.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

During the Financial Year 2024-25, on standalone basis Company has earned profit of INR 83.96 Lakhs as compared to profit of INR 150.99 in previous year primarily due to a decline in total revenue.

Subsequent to the sale of its IVD Business Undertaking in March 2015, Company has been operating in various business segments through specific subsidiary entities formed for each line of the businesses. Company also has a Pvt Limited Subsidiary Company, M/s. Biospan Contamination Control Solutions Private Limited. The Company has remained vigilant and has been critically reviewing the performance and strategic importance of each business. As part of such continuous focus on strategic review of businesses, leading the necessary restructuring exercise, the Company exited its Plant Tissue Culture business and discontinued operations of Aranya Agri Biotech LLP, which was engaged in this segment. Accordingly, the assets of the LLP have been classified as Assets Held for Sale with effect from the quarter ended September 2023.

In terms of provisions of sub-section (3) of Section 129 of the Companies Act, 2013, the salient features of the financial statements of the subsidiaries are set out in the prescribed Form AOC 1 which forms part of this 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 finished cashews, Commercial production started since second quarter of FY2018. The plant is accredited with ISO 9001:2015 and Food Safety System Certification (FSSC) 22000. Dryfruit Factory LLP (DFFL) had been operating under a long-term Tolling Agreement, with the plant running at optimal capacity. However, the Tolling Agreement concluded in Oct-24. After successfully operating plant at high capacity, and with view to exploring more sustainable and economically viable business model by leveraging the operational experience gained over past years, LLP has decided to process own RCN and sale in the market by deploying own strategy. Hence, with an objective to overhaul plant thoroughly for sustainable manufacturing operations of DFFL own processing, the plant operations were put on hold with effect from December 9, 2024. This development had temporary adverse impact on the consolidated financial performance of the Company as well as performance of LLP on standalone basis.

During the year under review, the LLP yielded Total Revenue of INR 585.62 Lakhs with net loss of INR (160.59) Lakhs as against Total Revenue INR 929.46 Lakhs and net loss of INR (34.63) Lakhs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2025, is INR (160.75) Lakhs as against INR (32.77) Lakhs in previous year.

Aranya Agri Biotech LLP (AABL):

AABL had ventured into 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 years, while looking at the industry scenario and outcome of the business under such scenario, Company embarked upon restructuring of AABL and had discontinued its business operation. During the year under review, the LLP yielded Total Revenue of INR 4.77 Lakhs and net loss of INR (2.62) Lakhs as against Total Revenue INR 46.49 Lakhs and net loss of INR (18.30) Lakhs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2025, is INR (2.62) Lakhs as against INR (18.30) Lakhs 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 after detailed deliberations, has approved the discontinuation of operations of Aranya. As such Aranya is not a material subsidiary. Accordingly, the assets of the LLP have been classified as Assets Held for Sale with effect from the quarter ended September 2023.

Desai Farmharvest LLP:

No operations were started in this LLP. At the meeting of the Board of Directors, Board considered and accorded its consent to strike off the Companys Subsidiary LLP namely M/s. Desai Farmharvest LLP subject to fulfilment of necessary requirements. During the year under review, the LLP incurred net loss of INR (0.35) Lakhs as against net profit of INR 0.87 Lakhs in previous year. Desai Farmharvest LLP, an inoperative subsidiary of the Company since incorporation, was voluntarily struck off by the Registrar of Companies upon the LLPs application. The LLP was dissolved and ceased to be a subsidiary with effect from May 13, 2025.

Biospan Scientific LLP (BSLLP):

BSLLP had introduced a niche and selective product portfolio to serve Indian customers in Pharmaceutical & Biotechnology manufacturing segments. During the year under review, the LLP yielded Total Revenue of INR 181.86 Lakhs and net profit of INR 26.79 Lakhs as against Total Revenue 130.58 Lakhs and net profit of INR 31.95 Lakhs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2025, is INR 26.79 Lakhs as against INR 31.95 Lakhs in previous year.

Biospan Contamination Control Solutions Private Limited (BCCS):

BCCS a 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 112.74 Lakhs and net loss of INR (74.40) Lakhs as against Total Revenue INR 133.09 Lakhs and net loss of INR (52.73) Lakhs in previous year. The Total Comprehensive Income of the Company for the year ended March 31, 2025, is INR (73.71) Lakhs as against INR (52.46) Lakhs in previous year.

Span Diagnostics LLP:

No operation has started in this LLP. During the year under review, the LLP incurred net loss of INR (0.15) Lakhs as against net loss of INR (0.08) Lakhs in previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2025, is INR (0.15) Lakhs as against INR (0.08) Lakhs 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. Span has also through its division, started providing management consulting services to other businesses leveraging its wide industry experience. 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, liasioning 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 duly 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 more opportunities in these segments for further consolidating the business. The performance of businesses of its subsidiary companies viz. BCCS and BSLLP, wherein products are imported are susceptible to the adverse foreign exchange trend of Pound Sterling vis-s-vis Indian Rupees.

Research & Development

Company is operating through its subsidiaries, as well as considering its nature of business, it is not having any R&D activities.

Human resources and Industrial relations

As on March 31, 2025, 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 2024-25, 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	Wholetime Director & CFO	B.E, MBA	58	32	02-07-2018	44.13#	Arkray Health Care Pvt Ltd	No
2	Viral Desai	MD	B.Pharm	57	33	01-08-1992	33.97#	First Employment	Yes- Dr. Pradip Desai
3	Sujata Desai	COO	B.E.	52	30	01-01-2018	29.03	Arkray Health Care Pvt Ltd	Yes- Mr. Viral Desai
4	Minesh Patel	Manager Accounts	B. Com, PGDTM	42	19	23-02-2013	9.18	Gujarat Enviro Protection Infrastructure Ltd	No
5	Mithun Chaudhary	Assistant	ITI	44	20	01-01-2018	2.36	BSNL	No
6	Urvi Shinde	Company Secretary	M.Com, C.S., LLB	38	12	09-02-2023	2.73	Suchi Industries Limited	No

# Includes retiral benefits and Leave Encashment. There were no changes in remuneration of senior management personnel during the year under review.

9. AUDITORS & THEIR REPORTS

(1) Statutory Auditors:

The shareholders had approved the appointment of M/s. Y B Desai & Associates, Chartered Accountants (Firm Registration Number 102368W) as the Auditors of the Company for a term of five years from the conclusion of the 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting. The Board of Directors, based on the recommendation of the Audit Committee, had recommended the re-appointment of M/s. Y B Desai & Associates, Chartered Accountants as the Statutory Auditors of the Company for a period further of five years from the conclusion of the ensuing 45^th Annual General Meeting till the conclusion of the 50^th Annual General Meeting. M/s. Y. B. Desai & Associates, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139 & 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. A resolution seeking shareholders approval for their re-appointment forms part of the Notice convening 45^th Annual General Meeting.

The Auditors Report issued by Companys Auditor M/s. Y B Desai & Associates, Chartered Accountants for the financial year 2024-2025 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, 2025. The Secretarial Audit Report is annexed as "Annexure E". The Secretarial Audit Report for the financial year ended March 31, 2025, does not contain any qualifications, reservations, adverse remarks. During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

The Board, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of the Company the appointment of M/s. Mitesh Rana & Co., as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time. M/s. Mitesh Rana & Co. have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

Biospan Contamination Control Solutions Private Limited, a material unlisted subsidiary of the Company has obtained Secretarial Audit Report from Practising Company Secretary, and it does not have any qualification or adverse remark. The Report is attached as Annexure F.

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-appointment of M/s. Christie & Co., Chartered Accountants, Surat (Firm Registration No. 101939W) as Internal Auditors of the Company for financial year 2025 2026.

10. SHARE CAPITAL

The paid-up equity capital of the Company as on March 31, 2025, 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 any 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 were 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 (CSR)

CSR is not mandatory in terms of Section 135 of Companies Act, 2013 for the year ended on March 31, 2025. Board approved dissolution of Corporate Social Responsibility Committee with effect from February 12, 2024, due to its non-applicability on the Company under provisions of the Companies Act, 2013 and rules framed thereunder as amended from time to time. As such the Company has formulated Corporate Social Responsibility (CSR) Policy in accordance with Section 135 of the Companies Act, 2013.

15. DIRECTORS/KEY MANAGERIAL PERSONNEL

Name of the Director	Designation
Mr. Sanjay Natwarlal Mehta	Non-Executive Non Independent Director
Dr. Pradipkumar Keshavlal Desai	Non-Executive Non Independent Director
Mr. Rajendra Chokhawala	Chairman, Non-Executive Independent Director
Mr. Viral Pradipkumar Desai	Managing Director
Mr. Jignesh Desai	Non-Executive Independent Director
Dr. Shefali Desai	Non-Executive Non-Independent Woman Director
Mr. Paras Desai	Whole Time Director & Chief Financial Officer (CFO)
Mr. Nirav Jogani	Non-Executive Independent Director
Ms. Urvi Shinde	Company Secretary and Compliance Officer

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 February 07, 2025.

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. During the year 2023-2024, Mr. Rajendra Chokhawala, Mr. Jignesh Desai and Mr. Nirav Jogani were appointed as an Independent Director of the Company with effect from January 01, 2024.

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 provision of Securities Exchange Board of India Act, 1992, Mr. Rajendra Chokhawala, Mr. Nirav Jogani and Mr. Jignesh Desai had been appointed as an Independent Directors of the Company for first term of 5 (Five) years with effect from January 01, 2024 at the Annual General Meeting of the Company held on September 28, 2023 by passing requisite resolutions separately for each Independent Director.

20. RETIREMENTS, RESIGNATIONS AND CHANGE IN THE DESIGNATION

I. Dr. Shefali Desai, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible for reappointment offered herself 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.

II. During the year under review at the Annual General Meeting held on September 26, 2024, Mr. Paras Desai (DIN 08293906) re-appointed as Whole Time Director designated as Executive Director and Chief Financial Officer of the Company for a further period of 3 years with effect from September 27, 2024.

III. During the year under review at the Annual General Meeting held on September 26, 2024, Mr. Viral P Desai (DIN: 00029219) reappointed as Managing Director of the Company for a further period of 3 years w.e.f. July 01, 2025.

21. AUDIT COMMITTEE, STAKEHOLDER RELATIONSHIP COMMITTEE NOMINATION AND REMUNERATION COMMITTEE

The composition of the Audit Committee, Stakeholder Relationship Committee and Nomination and Remuneration Committee and attendance of each member at the respective 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 2024 25. The policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at workplace 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. The Company hereby also confirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961, including leave entitlements, benefits, and workplace safeguards for eligible female employees, as prescribed under the law.

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 https://span.in/wp-content/uploads/2025/05/26.Span-Related-Party-Transactions-Policy-1.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 2025 in Rs. Lacs	Remuneration in the year 2024 in Rs. Lacs	Sitting fees in the year 2025 in Rs. Lacs
Mr. Sanjay Mehta	Non-Executive Non-Independent Director	Nil	Nil	0.40
Dr. Pradipkumar Desai	Non-Executive Non-Independent Director	Nil	Nil	0.20
Mr. Viral Desai	Managing Director	33.97*	33.97*	Nil
Dr. Shefali Desai	Non-Executive Non-Independent Woman Director	Nil	Nil	0.20
Mr. Paras Desai	Whole Time Director & CFO	44.13*	42.00*	Nil
Mr. Nirav Jogani	Non-Executive Independent Director	Nil	Nil	0.30
Mr. Jignesh Desai	Non-Executive Independent Director	Nil	Nil	0.40
Mr. Rajendra Chokhawala	Non-Executive Independent Director	Nil	Nil	0.40
Ms. Urvi Shinde	Company Secretary and Compliance Officer	2.73*	2.61*	NA

*(i) Includes Leave encashment, provision of superannuation (in case of Mr Viral Desai), Gratuity and contribution to Provident Fund. There is no change in the remuneration of the Directors.

The median remuneration of the employee of the Company for the year 2024-25 is INR 19,10,409 as against INR 18,71,409 for the year 2023-24. There were 6 employees on rolls of the Company at the end of the financial year i.e. March 31, 2025. 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	1.78
2	Mr. Paras Desai	44.13	2.31

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. During the year under review at the Annual General Meeting held on September 26, 2024, Mr. Viral P Desai (DIN: 00029219) re-appointed as Managing Director of the Company for a further period of 3 years w.e.f. July 01, 2025.

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 2024 2025. 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. REGISTRAR AND TRANSFER AGENT

M/s. Accurate Securities and Registry Private Limited, act as Registrar and Transfer Agent of the Company. There was no change in Registrar and Transfer Agent of the Company during 2024 2025.

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 B1105 1108, K P Epitome, Nr. Makarba Lake, Nr. Siddhi Vinayak Towers, Makarba, Ahmedabad 380 051 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: May 16, 2025
Place: Surat	Viral P Desai	Dr. Pradip K Desai
	Managing Director	Non-Executive Director
	DIN: 00029219	DIN: 00026451