Span Divergent Limited_Integrated Annual Report for the Financial Year 2025-2026 along with Notice of 46th Annual General Meeting

Span Divergent Ltd. (Formerly Span Diagnostics Ltd.) 9th Floor, Rajhans Bonista, Behind Ram Chowk, Ghod Dod Road, Surat - 395 007, Gujarat, India Phone: +91 261 266 32 32 E-Mail: contact@span.in Date: September 02, 2026 Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 Span Divergent Limited Script Code: 524727 Subject: Submission of Notice of 46th Annual General Meeting and Integrated Annual Report for the Financial Year 2025-2026 Dear Sir/Madam, Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Integrated Annual Report of the Company for the Financial Year 2025-26, along with the Notice convening the 46th Annual General Meeting (“AGM”) of the Company. The AGM is scheduled to be held on Monday, September 28, 2026 at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The aforesaid Integrated Annual Report, including the Notice of AGM, has been sent to the Members through electronic mode and is also available on the website of the Company at www.span.in. The schedule of the AGM and related activities is set out below: Event Date Time Relevant Date/cut-off date to vote for voting on September 21, 2026 NA AGM resolutions Closure of Register of Members and Share From September 22, 2026 to September NA Transfer Books 28, 2026 (both day inclusive) Commencement of remote E-voting September 25,2026 9.00 A.M. End of remote e-voting September 27,2026 5.00 P.M. AGM (through VC/OAVM) September 28,2026 11.30 A.M. Kindly take the above information on your record. Thanking you, Yours faithfully, For Span Divergent Limited Viral Desai Managing Director DIN: 00029219 Span Divergent Limited 46th Annual Report 2025-26 BOARD OF DIRECTORS NAME DESIGNATION Mr. Rajendra Chokhawala Chairman, Independent Director Mr. Viral P Desai Managing Director Dr. Pradip K Desai Non-Independent Director (Up to November 10, 2025) Mr. Jignesh Desai Independent Director Mr. Nirav Jogani Independent Director (Up to November 10, 2025) Mr. Sanjay N Mehta Non-Independent Director Dr. Shefali Desai Non-Independent Woman Director Mr. Dharmesh Desai Independent Director (w.e.f. November 10, 2025) Mr. Paras Desai Whole Time Director & CFO COMPANY SECRETARY Ms. Urvi Shinde BANKERS HDFC BANK LIMITED Chaintanya Jyoti, Maskati Plot, Vibhag-2, Plot No. 32, Opp. Raymonds Showrooms, Dumas Road, Surat – 395007 STATUTORY M/S. Y. B. Desai & Associates AUDITORS Chartered Accountants 1/573, 1st Floor, Gajanand Complex, Por Mohallow, Near Anand Hospital, Nanpura, Surat – 395 001 HEAD OFFICE & 9th Floor, 902-904, Rajhans Bonista, REGISTERED OFFICE Behind Ram Chowk Temple, Ghod Dod Road, Surat 395007 CONTENTS PAGE NO. Notice of Annual General Meeting 02 Directors’ Report 14 Corporate Governance Certificate 28 Corporate Governance Report 29 Independent Auditor’s Report 39 Balance Sheet 45 Statement of Profit & Loss 46 Cash flow Statement 47 Notes to Financial Statements 49 Auditor’s Report on Consolidated Financial Statements 68 Consolidated Balance Sheet 72 Consolidated Statement of Profit & Loss 73 Consolidated Cash flow Statement 74 Notes to Consolidated Financial Statements 77 1 Span Divergent Limited Annual Report 2025-26 NOTICE THE MEMBERS OF SPAN DIVERGENT LIMITED NOTICE is hereby given that the 46th Annual General Meeting (AGM) of Shareholders of Span Divergent Limited (Formerly Span Diagnostics Limited) will be held on Monday, September 28, 2026 at 11:30 A.M. Indian Standard Time (IST) through Video Conferencing / Other Audio- Visual Means (‘VC/OAVM”) facility to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements including Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and Auditor thereon; and further to consider and pass, with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT the Standalone and Consolidated Annual Financial Statements of the Company for the financial year ended March 31, 2026, together with Directors’ Report and the Auditors’ Reports thereon as circulated to the members and presented at the meeting be and are hereby approved and adopted.” 2. To appoint a director in place of Mr. Sanjay Mehta (DIN: 00002817) who retires by rotation and being eligible, offers himself for re- appointment and in this regard to consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 and relevant rules framed thereunder, including any modification(s) thereto or re-enactment(s) thereof, for the time being in force, Mr. Sanjay Mehta (DIN: 00002817) a Director liable to retire by rotation who offers himself for re-appointment, be re-appointed as a Director of the Company.” SPECIAL BUSINESS 3. Continuation of directorship of Mr. Sanjay Mehta (DIN: 00002817), as Non-Executive Non-Independent Director in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in this regard to consider and if thought fit, to pass, with or without modification the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and the Articles of Association of the Company (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force), approval of the Members be and is hereby accorded for the continuation of directorship of Mr. Sanjay Mehta (DIN: 00002817), who has attained the age of 75 years on October 20, 2024, as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation, for so long as he continues to hold office as Director in accordance with the provisions of the Companies Act, 2013. “RESOLVED FURTHER THAT any Director of the Company and/or the Company Secretary be and is hereby jointly and/or severally authorized to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect and to settle any question, difficulty or doubt that may arise in this regard.” 4. Approval for Related Party Transaction(s): To consider and if thought fit, to pass, with or without modification the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any of the Companies Act, 2013 (the “Companies Act”) read with applicable provisions the Companies (Meetings of Board and its Powers) Rules, 2014 and in terms of amended regulation 23 and such other applicable provisions / regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other provisions of applicable laws / rules and subject to the approval / consent of such appropriate authorities as may be required, under any statute for the time being in force, if any, (including any amendment, modifications or re-enactment thereof), consent of the members of the Company be and is hereby accorded to the Company for related party transaction(s) (whether by way of an Individual Transaction or Transactions taken together or series of transactions or otherwise) entered or to be entered into with following related parties, up to the maximum per annum amounts as appended in table below against each of the related parties and on such terms and conditions as may be considered appropriate by the Board of Directors:” Sr. Name of the Related Party Relationship *Maximum Value of [Showing first 8,000 characters — download PDF for full document]