Span Divergent Ltd Directors Report

<dhhead>DIRECTORS REPORT </dhhead>

To, The Shareholders,

Your Directors have pleasure in presenting the 46th 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, 2026.

 

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the Financial Year ended March 31, 2026 along with corresponding figures of previous financial year is summarised below. All amounts are in Indian Rupees in Lakhs except for share data or otherwise stated.

 

a) Standalone Financial Results

 

 

Amount (In Lakhs)

Particulars	2025-26	2024-25
Total Revenue	222.42	276.19
Profit/(Loss) before tax, Depreciation and Finance Cost (Excluding extraordinary income/(Loss))	59.42	118.01
Less: Finance Cost	2.16	0.46
Profit/(Loss) before Depreciation	57.26	117.55
Less: Depreciation	25.80	25.16
Profit/(Loss) before exceptional item and tax	31.46	92.39
Exceptional Item	(41.10)	(5.66)
Profit/(Loss) before tax	72.56	98.05
Income Tax Expense	(0.08)	14.09
Profit/(Loss) for the period from continuing operations	72.64	83.96
Other comprehensive income
Remeasurement costs of post-employment benefits	5.29	(0.73)
Deferred tax on post-employment	(1.21)	0.20
Other comprehensive income for the year, net of tax	4.08	(0.53)
Total comprehensive income for the year	76.72	83.43
Earnings per equity share for profit from operation attributable to owners of the entity:
Basic earnings per share	1.33	1.54
Diluted earnings per share	1.33	1.54

 

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 Auditor’s Report which forms part of the Annual Report. Consolidated Sales of your Company for the financial year ended March 31, 2026, is 1722.46 Lakhs vis-a-vis 896.01 Lakhs in the previous year, registering an increase of approximately 92.24%. Consolidated loss attributable to the owners of the Company for the financial year ended March 31, 2026, is 250.15 Lakhs vis-a-vis 91.73 Lakhs in the previous year, registering an increase by approximately 172.67%.

 

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 2025 - 2026. 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, 2026.

 

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

INDUSTRY STRUCTURE AND DEVELOPMENTS

Subsequent to the sale of its IVD Business Undertaking in March 2015, the Company has been operating in various business segments through specific subsidiary entities formed for the respective lines of business. The Company also has a joint venture company, M/s Biospan Contamination Control Solutions Private Limited. The Company operates in the food, agriculture and life-sciences sectors through its subsidiaries and joint venture. It also provides management consultancy and strategic support by leveraging its industry experience. The Company supports its investee entities in the areas of business management, finance, technical operations, regulatory compliance, networking and business development.

 

OPPORTUNITIES AND THREATS

The Company sees opportunities in raw-cashew processing, life-science consumables and management consultancy services. The prospects of these businesses are linked to customer demand, operating efficiency, availability and cost of raw materials, foreign-exchange movements and the ability of the relevant entities to achieve sustainable scale. The principal threats include volatility in raw-material prices, adverse movements in foreign currencies, dependence on imported products in certain businesses, competitive pressure and the risk that business-development initiatives may take longer than expected to become profitable.

 

SEGMENT-WISE AND PRODUCT-WISE PERFORMANCE

During FY2025-26, Dryfruit Factory LLP reported revenue of 1,367.57 Lakh and a net loss of 269.22 Lakh. Biospan Scientific LLP reported revenue of 243.37 Lakh and a net profit of 2.32 Lakh. Biospan Contamination Control Solutions Private Limited reported revenue of

120.78 lakh and a net loss of 75.86 lakh. Aranya Consulting and Biotech LLP reported revenue of 24.94 lakh and a net profit of 17.83 lakh. Further information relating to the operating segments is provided in Note 36 to the consolidated financial statements.

 

OUTLOOK

The Company intends to focus on improving the operating performance of its existing businesses, pursuing commercially viable opportunities in its principal sectors- mainly in Raw Cashew Processing and Business Consulting and providing strategic and managerial support to its subsidiaries and joint venture. Any expansion will be evaluated with reference to expected profitability, funding requirements and the risk-adjusted return to the Company.

 

RISKS AND CONCERNS

The Group is exposed to business, commodity-price, foreign-exchange, credit, liquidity, and operational risks. The Board and management periodically review the performance and resource requirements of each business and take corrective or strategic action where considered necessary.

 

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal financial controls commensurate with the nature and size of its operations. These controls are periodically reviewed by management, the Internal Auditors, the Statutory Auditors and the Audit Committee. During the year, the controls were tested and no material weakness in their design or operation was reported.

 

FINANCIAL AND OPERATIONAL PERFORMANCE

On a standalone basis, the Company reported profit after tax of 72.64 lakh for FY2025-26 compared with 83.96 lakh in FY2024-25, mainly due to a decline in total revenue. On a consolidated basis, revenue from operations increased to 1,722.46 lakh from 896.01 lakh. However, the loss attributable to owners of the Company increased to 250.15 lakh from 91.73 lakh, reflecting the operating performance and cost structure of the Groups businesses during the year.

 

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

As at March 31, 2026, the Company had six employees. The Company continued to promote learning and development and to provide opportunities for employees to broaden their skills and assume greater responsibility. Industrial relations remained cordial and harmonious during the year.

 

KEY FINANCIAL RATIOS AND RETURN ON NET WORTH

The key financial ratios, the explanations for changes of 25% or more and the change in return on net worth are provided in Note 31 of the standalone financial statements and Note 41 of the consolidated financial statements.

As part continual strategic review of businesses, a strategic review of the business of Aranya Agri Biotech LLP was undertaken. Following the review, it was decided to continue its existing business activities only to the extent that they remain profitable and do not require any additional investment. At the same time, with a view to exploring broader business opportunities, the business objects of the LLP were expanded to include management consultancy services. Consequent to this change, the LLP was renamed "Aranya Consulting and Biotech LLP. The assets of the LLP had previously been classified as "Assets Held for Sale" with effect from the quarter ended September 2023. Considering the decision to continue commercially viable existing activities and pursue opportunities within its expanded business objects, the assets were subsequently reclassified as Property, Plant and Equipment in accordance with the applicable accounting requirements.

In terms of the provisions of sub-section (3) of Section 129 of the Companies Act, 2013, the salient features of the financial statements of the subsidiaries of the Company are set out in the prescribed Form AOC-1, which forms part of this Annual Report. The details of the subsidiaries of the Company and a brief status of each subsidiary, wherein the Company is actively pursuing business development opportunities, are set out below:

 

Dryfruit Factory LLP (DFFL):

DFFL has a plant near Ahmedabad, Gujarat for processing of Raw Cashew Nuts (RCNs) into cashew kernels. Commercial production commenced in the 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 Raw Cashew Nuts (RCN) and sell cashew kernels 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. Following the completion of the necessary equipment upgradation and maintenance activities, the plant of DFFL resumed RCN processing operations with effect from June 16, 2025. The resumption of operations marks an important step towards implementation of DFFL’s own processing and marketing strategy and is expected to provide a sustainable and economically viable business model going forward. During the year under review, the LLP reported Total Revenue of 1,367.57 Lakhs and a net loss of (269.22) Lakhs, as against Total Revenue of 585.62 Lakhs and a net loss of (160.59) Lakhs in the previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2026, stood at (272.76) Lakhs, as against (160.75) Lakhs in the previous year.

 

Aranya Consulting and Biotech LLP (Aranya) (Formerly known as Aranya Agri Biotech LLP (AABL)):

Aranya Consulting and Biotech LLP had ventured into the plant tissue culture business after acquiring the assets of a non-operational unit that had been a pioneer in the field. A strategic review of the business of the LLP was undertaken during the year. Following the review, it was decided to continue its existing business activities only to the extent that they remain profitable and do not require any additional investment. At the same time, with a view to exploring broader business opportunities, the business objects of the LLP were expanded to include consultancy services. Consequent to this change, the LLP was renamed Aranya Consulting and Biotech LLP. During the year under review, the LLP reported total revenue of 24.94 lakh and a net profit of 17.83 lakh, compared with total revenue of 4.77 lakh and a net loss of 2.62 lakh in the previous year. Total comprehensive income for the year ended March 31, 2026 was 17.83 lakh, compared with a total comprehensive loss of 2.62 lakh in the previous year

 

Desai Farmharvest LLP (Struck off w.e.f. May 13, 2025):

No operations were started in this LLP. At the meeting of the Board of Directors, the Board considered and accorded its consent to strike off M/s. Desai Farmharvest LLP, subject to fulfilment of necessary requirements. During the year under review, Desai Farmharvest LLP, an inoperative subsidiary of the Company since incorporation, was voluntarily struck off by the Registrar of Companies upon the LLP’s 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 243.37 Lakhs and net profit of 2.32 Lakhs as against Total Revenue of 181.86 Lakhs and net profit of 26.79 Lakhs in the previous year. The Total Comprehensive Income of the LLP for the year ended March 31, 2026, is 2.32 Lakhs as against 26.79 Lakhs in the 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 reported Total Revenue of 120.78 Lakhs and a net loss of (75.86) Lakhs, as against Total Revenue of 112.74 Lakhs and a net loss of (74.40) Lakhs in the previous year. The Total Comprehensive Loss of the Company for the year ended March 31, 2026, stood at (74.40) Lakhs, as against (73.71) Lakhs in the previous year.

 

Span Diagnostics LLP (Subsidiary up to November 10, 2025):

No operations commenced in this LLP. The Board, at its meeting held on November 10, 2025, approved the sale, transfer or otherwise disposal of the entire investment, i.e., contribution of 99,000, representing 99% stake held in Span Diagnostics LLP, an infructuous subsidiary LLP, to the purchasers, namely Mr. Viral P. Desai and Ms. Sujata V. Desai, at a consideration of 99,000. The said subsidiary LLP has remained inoperative since its inception.

 

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

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

 

6. 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.

 

7. PARTICULARS OF EMPLOYEES

During the financial year 2025-26, none of the employees 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.

Sr. No.	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
1	Paras Desai	Wholetime Director & CFO	B.E, MBA	59	33	02-07-2018	42.00#	Arkray Health Care Pvt Ltd	No
2	Viral Desai	MD	B.Pharm	58	34	01-08-1992	33.97#	First Employment	Yes-Dr. Pradip Desai
3	Sujata Desai	COO	B.E.	53	31	01-01-2018	29.03	Arkray Health Care Pvt Ltd	Yes- Mr. Viral Desai
4	Minesh Patel	Manager Accounts	B. Com, PGDTM	43	20	23-02-2013	10.19	Gujarat Enviro Protection Infrastructure Ltd	No
5	Mithun Chaudhary	Assistant	ITI	45	21	01-01-2018	2.42	BSNL	No
6	Urvi Shinde	Company Secretary	M.Com, C.S., LLB	39	13	09-02-2023	2.82	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. In case of Paras Desai an amount of 2.13 Lakh was paid under the head Leave Encashment in FY 2425

 

8. AUDITORS & THEIR REPORTS

(1) Statutory Auditors:

The shareholders had approved the re-appointment of M/s. Y. B. Desai & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a further period of five years from the conclusion of the 45th Annual General Meeting till the conclusion of the 50th Annual General Meeting. Accordingly, M/s. Y. B. Desai & Associates, Chartered Accountants, continue to hold office as the Statutory Auditors of the Company.

The Auditor’s Report issued by the Company’s Auditors, M/s. Y. B. Desai & Associates, Chartered Accountants, for the financial year 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimers which require any clarification or explanation from the Board of Directors. The Auditor’s Report is enclosed with the financial statements forming part of 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 the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder. The Notes to Accounts referred to in the Auditor’s Report are self-explanatory and, therefore, do not call for any further comments or explanations from the Board.

 

(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, 2026. The Secretarial Audit Report is annexed as "Annexure E". The Secretarial Audit Report for the financial year ended March 31, 2026, 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.

M/s. Mitesh Rana & Co., Practising Company Secretaries, were appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30, on such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time. Accordingly, M/s. Mitesh Rana & Co. continue to act as the Secretarial Auditors of the Company for the financial year 2025-26.

M/s. Mitesh Rana & Co. have confirmed that they continue to be eligible to act as Secretarial Auditors of the Company and are not disqualified from being appointed or continuing as Secretarial Auditors under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

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

The Company has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors 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, based on the recommendation of the Audit Committee, has approved the re-appointment of M/s. Christie & Co., Chartered Accountants, Surat (Firm Registration No. 101939W), as the Internal Auditors of the Company for the financial year 2026-27.

9. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2026, was 7,26,32,280/- divided into 72,63,228 Equity Shares of 10/- each. During the year under review, the Company issued 18,01,481 Equity Shares of 10/- each at a premium of 22.16 per share on a preferential basis. The Company has neither granted any stock options nor issued any sweat equity shares during the year under review.

10. 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 Company’s website at http://span.in/shareholder-corner/span-divergent-limited-annual-return/.

11. 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 Company’s 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.

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

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year ended March 31, 2026. Accordingly, the Company is not required to constitute a Corporate Social Responsibility Committee or formulate a Corporate Social Responsibility Policy under Section 135 of the Companies Act, 2013 and the rules made thereunder. The Corporate Social Responsibility Committee of the Company had already been dissolved with effect from February 12, 2024, in view of the non-applicability of the provisions of Section 135 of the Companies Act, 2013 to the Company.

14. DIRECTORS/KEY MANAGERIAL PERSONNEL

Name of the Director	Designation
Mr. Sanjay Natwarlal Mehta	Non-Executive Non-Independent Director
Dr. Pradipkumar Keshavlal Desai Up to November 10, 2025	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 - Up to November 10, 2025	Non-Executive Independent Director
Mr. Dharmesh Desai - Independent Director (w.e.f. November 10, 2025)	Non-Executive Independent Director
Ms. Urvi Shinde	Company Secretary and Compliance Officer

 

15. 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 judgment and without any external influence.

The Board of Directors of the Company confirms that the Independent Directors fulfil the conditions specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the management.

In terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held during the financial year 2025-26, wherein the Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, assessed the quality, quantity and timeliness of the flow of information between the management and the Board, and reviewed the performance of the Chairperson of the Company.

16. BOARD MEETINGS

An agenda for each meeting is prepared and circulated in advance to all the Directors. During the year under review, Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details thereof, along with the details of other Committee Meetings, are provided in the Corporate Governance Report forming part of this Annual Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

17. BOARD EVALUATION

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation shall be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV to the Companies Act, 2013 provides that the performance evaluation of Independent Directors shall be carried out 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 financial year 2023-24, Mr. Rajendra Chokhawala, Mr. Jignesh Desai and Mr. Nirav Jogani were appointed as Independent Directors of the Company with effect from January 01, 2024. During the year under review, Mr. Nirav Jogani resigned from the Directorship of the Company with effect from November 10, 2025, and Mr. Dharmesh Desai was appointed as an Independent Director of the Company with effect from November 10, 2025.

The Board of Directors has carried out an annual evaluation of its own performance, the performance of the Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (SEBI) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the composition and structure of the Board, 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 criteria such as the composition of the 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 criteria such as the contribution of the Individual Director to the Board and Committee meetings, 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 the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and the Chairman was evaluated, taking into account the views of the 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.

18. APPOINTMENTS

The Companies Act, 2013 provides for the appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that an Independent Director shall hold office for a term of five consecutive years on the Board of a Company and shall be eligible for re-appointment for another term on passing of a special resolution by the shareholders of the Company. In compliance with the aforesaid provisions, Mr. Rajendra Chokhawala, Mr. Jignesh Desai and Mr. Nirav Jogani were appointed as Independent Directors of the Company for their 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.

During the year under review, Mr. Nirav Jogani resigned from the Directorship of the Company with effect from November 10, 2025. Subsequently, Mr. Dharmesh Desai was appointed as an Independent Director of the Company with effect from November 10, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. RETIREMENTS, RESIGNATIONS AND CHANGE IN THE DESIGNATION

I. Retirement by Rotation and Continuation of Directorship

Mr. Sanjay Mehta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. Mr. Sanjay Mehta has attained the age of 75 years. Accordingly, pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Special Resolution is proposed to be passed by the Members at the ensuing Annual General Meeting for his continuation as a Non-Executive Director of the Company notwithstanding that he has attained the age of 75 years. The retirement of the Director by rotation at the ensuing Annual General Meeting is determined in accordance with the provisions of the Companies Act, 2013.

II. Resignation and Appointment of Directors

Dr. Pradip K. Desai, Non-Executive Non-Independent Director, resigned from the Directorship of the Company with effect from November 10, 2025.

Mr. Nirav Jogani, Independent Director of the Company, resigned from the Directorship of the Company with effect from November 10, 2025.

Mr. Dharmesh Desai was appointed as an Independent Director of the Company with effect from November 10, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At the Annual General Meeting held on September 26, 2024, Mr. Viral P. Desai (DIN: 00029219) was re-appointed as the Managing Director of the Company for a further period of three years with effect from July 01, 2025, on such terms and remuneration as approved by the Members of the Company.

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

The composition of the Audit Committee, Stakeholder Relationship Committee and Nomination and Remuneration Committee, along with the attendance of each member at the respective Committee meetings held during the year, is stated in the Corporate Governance Report.

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

21. VIGIL MECHANISM

The Company has established a mechanism for employees to report to the management concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct or Ethics Policy, and the same has been communicated within the organisation. In staying true to its values of strength, performance and passion, the Company is committed to maintaining high standards of Corporate Governance and Stakeholders’ Responsibility.

The Company has zero tolerance for sexual harassment at the 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 made thereunder. The Policy aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and 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 2025 26. 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 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 applicable law.

22. LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, form part of the Notes to the Financial Statements provided in this Annual Report.

23. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were on an arm’s length basis, in the ordinary course of business and in compliance with the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder, as well as the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions entered into by the Company with its Promoters, Key Managerial Personnel or other related parties which could have a potential conflict of interest with the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board of Directors for their review and approval, as applicable. 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 Company’s website at http://span.in/wp-content/uploads/2025/05/26.Span-Related-Party-Transactions-Policy-1.pdf. The prescribed Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is furnished as "Annexure D" to this Report.

24. MANAGERIAL REMUNERATION

Name of the Director	Designation	Remuneration in the year 2026 in Lakhs	Remuneration in the year 2025 in Lakhs	Sitting fees in the year 2026 in Lakhs
Mr. Sanjay Mehta	Non-Executive Non-Independent Director	Nil	Nil	0.50
Dr. Pradipkumar Desai**	Non-Executive Non-Independent Director	Nil	Nil	0.15
Mr. Viral Desai	Managing Director	33.97*	33.97*	Nil
Dr. Shefali Desai	Non-Executive Non-Independent Woman Director	Nil	Nil	0.10
Mr. Paras Desai	Whole Time Director & CFO	42.00	44.13*	Nil
Mr. Nirav Jogani**	Non-Executive Independent Director	Nil	Nil	0.30
Mr. Jignesh Desai	Non-Executive Independent Director	Nil	Nil	0.30
Mr. Rajendra Chokhawala	Non-Executive Independent Director	Nil	Nil	0.60
Mr. Dharmesh Desai**	Non-Executive Independent Director	Nil	NA	0.30
Ms. Urvi Shinde	Company Secretary and Compliance Officer	2.82*	2.73*	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. In case of Paras Desai an amount of 2.13 Lakh was paid under the head Leave Encashment in FY 2024-25.

**Dr. Pradip K Desai and Mr. Nirav Jogani resigned from Directorship with effect from November 10, 2025 and Mr. Dharmesh Desai was appointed as an Independent Director of the Company with effect from November 10, 2025.

The median remuneration of the employee of the Company for the year 2025-26 is 19,60,744 as against 19,10,409 for the year 2024-25. There were 6 employees on rolls of the Company at the end of the financial year i.e. March 31, 2026. 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	1.73
2	Mr. Paras Desai	42.00	2.14

 

At the Annual General Meeting held on September 26, 2024, Mr. Viral P. Desai (DIN: 00029219) was re-appointed as the Managing Director of the Company for a further period of three years with effect from July 01, 2025, on such terms and remuneration as approved by the Members of the Company.

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 "Annexure B" forming part of this Report.

25. AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

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

26. MATERIAL CHANGE & COMMITMENTS, IF ANY

There are no material changes or commitments affecting the financial position of the Company between March 31, 2026 and the end of this report.

27. COST AUDITORS

Cost Audit is not applicable to the Company for the year 2025 2026. Hence No appointment of Cost Auditor was required to be made.

28. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences for the Companys businesses. Risk management is a structured approach to managing uncertainty. A formal enterprise-wide approach to Risk Management is being adopted by the Company, and key risks are being managed within a unified framework. Key business risks and their mitigation measures are considered in the annual and strategic business plans and in periodic management reviews. The risk management process across the Companys multi-business and multi-site operations is, over a period of time, being embedded into the Companys business systems and processes, such that the Companys responses to risks remain current and dynamic. The Risk Management function is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Companys processes and policies for determining risk tolerance and reviews managements measurement and comparison of overall risk tolerance against established levels. Major risks identified by the businesses and functions are systematically addressed through appropriate mitigating actions on a continuous basis.

29. 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 that 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 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.

30. CHANGE IN NATURE OF BUSINESS

During the year under review, there had been no change in the Company’s nature of business. 31. 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 2025 2026.

 

Shareholders are requested to make all communication to Company’s 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

32. 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.

33. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis and the Corporate Governance Report, describing the Company’s 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.

34. 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 30, 2026
Place: Surat	Viral P Desai	Rajendra Chokhawala
	Managing Director	Chairman
	DIN: 00029219	DIN: 01585000