Span Divergent Limited , formerly known as Span Diagnostics Limited, has announced several significant corporate actions following its board meeting on November 10, 2025. The company has made strategic decisions aimed at streamlining its operations and strengthening its financial position.

Divestment of Subsidiary Stake

The board has approved the sale of Span Divergent's entire 99% stake in its subsidiary, Span Diagnostics LLP, to promoters Mr. Viral P Desai and Ms. Sujata V Desai for INR 99,000. This decision comes after shareholders approved the transaction on September 26, 2024. The subsidiary has been inoperative since its inception and contributed no income or net worth during the financial year 2024-2025.

Despite the buyers being part of the promoter group, the company stated that the transaction is being conducted at arm's length price.

Exploration of Fund-Raising Options

Span Divergent's board has approved the exploration of various fund-raising avenues to bolster its financial position and support future growth initiatives. The company is considering options including a Fresh Public Offer (FPO), Preferential Allotment, or other appropriate modes.

The management has been authorized to evaluate alternatives, assess market conditions, and engage professional advisors and merchant bankers to assist in the process. However, the company emphasized that no definitive decision has been made regarding the structure, size, or timing of any proposed fund-raising at this stage.

Board and Management Changes

The company announced several changes to its board composition:

1. Appointment of Mr. Dharmesh Vinodbhai Desai as an Additional Non-Executive Independent Director for a five-year term, subject to shareholder approval.
2. Resignation of Mr. Nirav Dineshchandra Jogani as an Independent Director.
3. Resignation of Dr. Pradipkumar Keshavlal Desai as Non-Executive and Non-Independent Director, who will continue as "Chairman Emeritus" in an advisory role.

Subsidiary Operations

The board has approved a plan to revive operations of its subsidiary, M/s. Aranya Agri Biotech LLP, reclassifying its assets as part of Property, Plant and Equipment (PPE) in light of new business opportunities.

Financial Performance

For the quarter ended September 30, 2025, Span Divergent reported the following consolidated results:

The company's revenue saw a significant increase, but it reported a loss compared to a profit in the same quarter of the previous year.

These strategic moves and financial results reflect Span Divergent's efforts to optimize its corporate structure and explore growth opportunities amidst challenging market conditions.

Span Divergent Limited has dispatched its postal ballot notice to shareholders on January 02, 2026, seeking approval for the regularization of Mr. Dharmesh Vinodbhai Desai as Non-Executive Independent Director. The company's Board of Directors had earlier approved this postal ballot process during their meeting on December 29, 2025.

Postal Ballot Dispatch and E-Voting Schedule

The postal ballot notice, dated December 29, 2025, has been electronically sent to shareholders whose names appear in the Register of Members as on the cut-off date of January 01, 2026. The company has engaged National Securities Depository Limited (NSDL) to provide the remote e-voting facility.

Director Regularization Details

The postal ballot seeks shareholder approval through a Special Resolution for regularizing Mr. Dharmesh Vinodbhai Desai's appointment as Non-Executive Independent Director. Mr. Desai was initially appointed as Additional Non-Executive Independent Director on November 10, 2025, subject to shareholder approval.

Professional Background and Qualifications

Mr. Desai brings over two decades of business and industry experience to Span Divergent Limited. He currently serves as the Promoter and Chairman & Managing Director of Meera Industries Limited. His educational credentials include a Bachelor of Engineering (Mechanical) from NIT Surat, South Gujarat University.

His career trajectory includes significant roles across the textile and manufacturing sectors:

• Garden Silk Mills Limited as Design Engineer
• Premier Looms Manufacturers Private Limited as Product Head (TFO division)
• Current role at Meera Industries Limited overseeing business affairs, marketing strategies, capacity expansion, and business development

Board Committee Positions

Following Mr. Desai's appointment, the company has reconstituted its board committees to leverage his expertise:

Scrutinizer and Compliance

Mr. Mitesh Rana of M/s. Mitesh Rana & Co., Practising Company Secretary, has been appointed as the Scrutinizer for the postal ballot process. He holds Certificate of Practice No. 12364 and Peer Review Certificate No. 1430/2021, ensuring the e-voting process is conducted in a fair and transparent manner.

The postal ballot notice has been issued in compliance with Sections 108 and 110 of the Companies Act, 2013, and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company confirmed that Mr. Desai meets all independence criteria and is not debarred from holding directorship positions by any regulatory authority.

E-Voting Process

Shareholders can exercise their voting rights electronically through NSDL's e-voting platform. The voting rights will be proportionate to the equity shares held by members in the paid-up equity share capital as on the cut-off date. The postal ballot notice is available on the company's website at www.span.in , NSDL's website at www.evoting.nsdl.com , and BSE's website at www.bseindia.com .