Span Divergent Ltd

AGM details

• AGM held on Monday, September 28, 2026, via VC/OAVM.
• Record date: September 21, 2026.
• Total shareholders on record: 2,072.
• Shareholders attended via VC/OAVM: Promoters 4, Public 18.

Key resolutions

• Item 1: Adopt Audited Financial Statements and Consolidated for year ended March 31, 2026.
• Item 2: Re-appoint Sanjay Mehta on rotation.
• Item 3: Continue Sanjay Mehta as Non-Executive Non-Independent Director (Special Resolution).
• Item 4: Approve related party transactions (ordinary resolution).
• Item 5: Approve related party transactions (ordinary resolution).

Voting results

• Item 1 passed; 97.40% in favour, 2.60% against.
• Item 2 passed; 97.24% in favour, 2.76% against.
• Item 3 passed; 97.24% in favour, 2.76% against.
• Item 4 passed; 53.64% in favour, 46.36% against.
• Item 5 passed; 53.64% in favour, 46.36% against.

Dividend

• No dividend declared.

Director changes

• Sanjay Mehta re-appointed by rotation.
• Continued Sanjay Mehta as Non-Executive Non-Independent Director.

Related party transactions

• Approved two related party transactions; counterparty and value not disclosed.
• Note: Sanjay Mehta's relative's vote excluded from results.

Auditors

• No auditor appointment changes disclosed; financial statements adopted.

AGM Details

• Held on 28 September 2026 via Video Conferencing/AV from 11:30 to 11:58 IST.

Key Resolutions

• Adopt audited financial statements and consolidated results for the year ended March 31, 2026.
• Appoint director by rotation: Mr. Sanjay Mehta.
• Continuation of Sanjay Mehta as Non-Executive Non-Independent Director.
• Approval for related party transactions.
• Second related party transaction approval.

Voting Status

• Results of e-voting to be announced within 48 hours.

Director Changes

• Proposal to appoint replacement director in place of Mr. Sanjay Mehta who retires by rotation.
• Continuation of Sanjay Mehta as Non-Executive Non-Independent Director approved.

Related Party Transactions

• RPT approvals sought; details (counterparty, nature, value) not disclosed.

Span Divergent Ltd: Trading window closed from Oct 01, 2026 until forty-eight (48) hours after the announcement/declaration of Standalone and Consolidated Financial Results for the quarter and half year ended on September 30, 2026.

AGM details

• AGM date and time: 28 September 2026 at 11:30 IST via VC/OAVM.
• Cut-off date to vote: 21 September 2026.
• Register closure: 22–28 September 2026.
• Remote e-voting: 25–27 September 2026.
• AGM mode: VC/OAVM.

Key resolutions

• Adopt standalone and consolidated financial statements for the year ended 31 March 2026.
• Re-appoint Mr. Sanjay Mehta as director, retiring by rotation.
• Continuation of Mr. Sanjay Mehta as Non-Executive Non-Independent Director.
• Approval of related party transactions with specified parties up to per-annum caps.
• Approval of related party transactions with Viral Desai, Pradip Desai, Sujata Desai up to caps.

Voting status

• Voting results are not provided in this filing; to be announced post-AGM.

Material related party transactions

• Material RPTs: per-annum caps with related parties; details summarized in notice.

Director changes

• Sanjay Mehta to continue as NED; reappointment by rotation.

Financial snapshot

• Standalone revenue ₹222.42 lakh; PAT ₹72.64 lakh; EPS ₹1.33.
• Consolidated revenue ₹1,722.46 lakh; PAT attributable to owners ₹(250.15) lakh; EPS ₹(5.38).
• Dividend for FY2025-26 not recommended.
• Fundraising: preferential issue raised ₹579.36 lakh; unutilised at year-end.

Segment performance

• Cashew processing revenue ₹1,367.57 lakh; loss before tax ₹269.22 lakh.
• Trading revenue ₹364.16 lakh; loss before tax ₹73.89 lakh.
• Tissue culture revenue ₹24.94 lakh; profit ₹17.83 lakh.

Capital structure & liquidity

• Equity share capital after preferential issue ₹726.32 lakh.
• Promoter holdings: Pradip Desai 32.16%; Viral Desai 9.47%.
• Standalone net cash position ₹207.85 lakh.
• Consolidated net debt to equity ratio 4.58%.
• Preferential issue proceeds ₹579.36 lakh unutilised at year-end.

Governance & leadership changes

• Dr. Pradip Desai resigned 10-Nov-2025.
• Nirav Jogani resigned 10-Nov-2025; Dharmesh Desai appointed Independent Director.
• Sanjay Mehta to continue as Non-Executive Non-Independent Director; age 75.
• Board size: 7 directors as of 31-Mar-2026.

Audit & controls

• Statutory auditors: M/s Y. B. Desai & Associates reappointed; no qualifications.
• Secretarial auditors: Mitesh Rana & Co; no qualifications.
• Independent Directors' declarations of independence.
• Internal controls are adequate; no material weaknesses reported.

Related party transactions

• Dryfruit Factory LLP: maximum ₹75 crore per annum.
• Aranya Consulting and Biotech LLP: ₹5 crore per annum.
• Span Diagnostics LLP: ₹5 crore per annum.
• Biospan Scientific LLP: ₹5 crore per annum.
• Biospan Contamination Control Solutions Pvt Ltd: ₹5 crore per annum.
• RPTs are at arm's length; approvals obtained; related parties do not vote.

Outlook & risks

• Outlook: focus on raw cashew processing and management consulting.
• Risks: commodity prices, currency movements, liquidity; mitigated by risk framework.
• Growth contingent on profitability and funding for expansion opportunities.

CSR & compliance

• CSR is not applicable for the year; CSR Committee dissolved February 2024.

Standalone results

• Total income 30.83 lakh; expenses 46.56 lakh; PBT before exceptional items -15.73.
• Exceptional items -13.20; PAT after tax -4.22; basic EPS -0.06.
• Board approved unaudited results on Aug 11, 2026; results prepared per Ind AS.
• Total comprehensive income -4.71; paid-up equity share capital 726.32.

Consolidated results

• Total income 130.20 lakh; expenses 244.77 lakh; PBT before tax -114.57.
• PAT after tax -118.82; basic EPS -1.64; segment revenues 35.41 (Cashew), 67.14 (Trading).
• Net revenue from operations from segments 102.55; total comprehensive income -119.61.
• Independent auditor's review report indicates no material misstatement.

Financial results approved

• Board approved unaudited standalone and consolidated results for quarter ended June 30, 2026.
• Results approved per Audit Committee recommendation with Limited Review Reports.

Auditor reports

• Limited Review Reports by Y B Desai & Associates on standalone and consolidated results.
• No material misstatement identified.

Going concern / subsidiary disclosures

• Notes disclose subsidiaries' losses; management states going concern and revival plans.