The Directors have pleasure in presenting the 35th Annual Report of Span Diagnostics Limited (the Company) on the business and operations of the Company together with the audited financial statements for the year ended on March 31,2015.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the financial year ended March 31, 2015 along with figures of previous financial year is summarized below:

Particulars                              Amount (Rs. In Lacs)

                                         2014-15      2013-14

Total Income                             7500.16      7966.78

Profit before tax, Depreciation and 
interest (Excluding extraordinary
income and                                259.33       555.88

Interest                                  436.33      (441.32)

Foreign exchange Gain/(Loss)              101.43       (60.44)

Profit before Depreciation                (75.60)       54.12

Depreciation                             (583.28)     (476.73)

Profit before tax                        (658.88)     (422.61)

Exceptional Item                         4726.75         0.00

Profit/(Loss) before tax from continuing 
operation                                 106.14       (51.10)

Profit/(Loss) after tax from 
continuing operation                      106.87       (51.10)

Profit/(Loss) before tax from 
discontinuing operation                  4174.01      (371.51)

Tax Adjustment of earlier year              0.00         2.58

Provision of tax - Current                899.65         Nil

- MAT Credit Entitlement/(Utilisation)     75.35            0

Profit/(Loss) after tax from 
discontinuing operation                  3622.17      (462.89)

Balance brought forward                   768.49      1282.47

APPROPRIATIONS

Proposed Dividend                          Nil          Nil

Dividend Distribution tax                  Nil          Nil

Dividend for earlier year 
(including distribution tax)               Nil          Nil

Transfer to General Reserve              (25.00)        Nil

Adjustments carrying value of assets 
where useful life is Nil as per schedule
 II                                      (10.11)        Nil

Balance carried forward                 4248.67       768.49

Board after detailed deliberation and considering the substantial operational loss during the year under review decided not to recommend any dividend for the financial year 2014-15.

3. TRANSFER TO RESERVES:

The Company proposes to transfer an amount of Rs. 25,00,000 to the General Reserve and the balance amount is proposed to be retained in the statement of profit and loss.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The reason for increase in loss from discontinuing operation is because of rise in raw material cost and aggressive competition, which compelled company not to reflect the cost escalation in sales price, in some of the fast moving products and the revenue figures taken up to March 4,2015,the effective date of slump sale.

During FY 2014-15, one of the major activity was of slump sale of business undertaking and integration. The Company has obtained the World Health Organisation (WHO) approval for its major products i.e. Rapid Test for Malaria and HIV Test, which is very rewarding as capital expenditure made during last couple of years, has finally fructified.

There is an ever increasing competition in the in-vitro diagnostics market and regulatory landscape also is becoming challenging, which will put constant pressure for investment in new technology and facility.

Since the Company has exited and transferred the business in March 2015, it is no longer relevant to elaborate it further.

It is indeed encouraging that we could successfully complete the Business transfer and unlock the true value of the business.

The Company has initiated exploring new investment avenues for the potential use of the amount received pursuant to the completion of the transaction and also to distribute a reasonable portion of the proceeds to the shareholders.

Industry Structure, Development & outlook

The Company has by slump sale transferred its In Vitro Diagnostics Business undertaking to M/S. Arkray Healthcare Private Limited. Consequently Span is evaluating alternative structures for future lines of business. At an appropriate stage these business plans will be shared.

Research & Development

The Company was working on R&D with diverse approach such as R&D with in-house team, with special purpose subsidiary ventures, outsourcing by contract research, tie-ups with various institutions of repute in India and abroad by forming Public Private Partnership and technology acquisition. As company has transferred its In Vitro Diagnostic Business undertaking to M/S. Arkray Healthcare Private Limited., currently there is neither any research nor manufacturing activity and Company will evaluate alternative structure forthe future line of business.

Human resources and industrial relations

The Company had highly motivated employees, totaling 524 persons, comprising of trained technical, managerial and research personnel till March 04, 2015. Company had transferred its In-vitro Business Undertaking to M/s. Arkray Healthcare Private Limited on completion requisite formalities with effect from March 05, 2015. Company has 3 employees as on March 31, 2015. The focus of the Company is to enrich its employees by promoting learning & development and providing opportunities for enhancing their knowledge base continuously.

The Company continues to have cordial and harmonious relations with its employees and the union.

5. BUY BACK OF SHARES

Pursuant to the sale of In-vitro Diagnostic Business Undertaking (BU) of a Company, Company successfully unlocked the true value of business. However, this also means that Company has to venture into new businesses going forward. After due deliberations and-considering the need to conserve funds for deployment in new businesses identified by the Board and considering the interest of shareholders and particularly small shareholders, Board has opted for buy back of equity shares to distribute a significant portion of exceptional income arising out of Slump Sale of IVD business.

The Board of Directors has approved and recommended buy back of shares up to maximum of 18,19,000 Equity Shares of Rs. 10/- each, constituting 25% of the paid up equity capital, at a buy back price not exceeding Rs. 65 per share through the tender route through the Stock Exchange, Mumbai pursuant to the provisions of Section 68 of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy -back of Securities) Regulations, 1998 as amended.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REULATORS OR COURTS

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

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Management is committed to continue maintaining Company's internal control system, which is reviewed and monitored critically. Compliance of the same is ensured with very valuable inputs from the independent directors 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.

8. SUBSIDIARIES AND JOINT VENTURES

Your Company has one wholly owned subsidiary company viz. Span Diagnostics South Africa (Pty) Limited. In terms of proviso to sub-section (3) of the Section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed FormAOC-1 which forms part of the Annual Report.

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) was 95.24% Subsidiary of Span Diagnostics Limited (SPAN) working on analysis, design, development, prototyping, testing and validation of lab automation need of SPAN and is also engaged in new product development independently. A multidisciplinary team of engineers and scientists are jointly making efforts to launch indigenous technologies, which will be used as modules and commercialized in many products.

During the year under review, Company has transferred its 95.24% stake held in subsidiary Span Biotronics Private Limited to M/s. Arkray Helathcare Private Limited and ceased to be a subsidiary Company with effect from March 05,2015.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture Company during year 2011-12 with Reindus Health (Pty) Limited for focusing on market developments of Span's product in SADC region, covering 14 countries of Southern African continent and for enhancing presence in SADC region. During the year under review, Company has acquired 540 Equity Shares of Rand 1 Each from its existing shareholders of the Company. Upon acquisition of 540 Equity Shares of, Span Diagnostics South Africa (Pty) Limited, it has become wholly owned overseas subsidiary Company.

Pursuant to sale of IVD business of Span Diagnostics Ltd. (SDL) to Arkray in India, the distribution agreement for the Southern African region (SADC Region) between SDL and Span SA also became inoperative. However, because of its strategic location and potential of the region, Board of Directors of SDL decided to continue Span SAas an active entity and it is identified that Span SAwill be strategically important and add value to potential new business of SDL, as per the need of new business demand.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture Company between Nihon Kohden Corporation, Japan and Span Diagnostics Limited, India, started its operation from December 2008 and since then continues to manufacture high quality reagents for Hematology Analysers for distribution and sale in India.

9. FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment that remained either unclaimed or unpaid. There were no claims as against the deposits outstanding as at the close of the year. The Company has accepted deposit of Rs. 96,43,000/ (including renewal and interest on renewal). There has been no default in repayment of deposits or payment of interest thereon during the year and the Company has complied with all the requirements of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. STATUTORY AUDITORS & THEIR REPORT '

At the Annual General Meeting held on August 08,2014, M/s. Haribhakti & Co LLP., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2015. Accordingly, the appointment of Haribhakti & Co., LLP Chartered Accountants, as statutory auditors of the Company, is placed for approval by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and are eligible for their reappointment. The directors recommend their reappointment for the current year.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

The Notes on accounts, referred to in the Auditor's Report, are self explanatory and therefore do not call for any further comments.

12. SHARE CAPITAL

The paid up equity capital of the Company as on March 31,2015 was Rs. 7,27,60,000/- divided into 72,76,000 Equity Shares of Rs. 10/- each. The Company has neither issued any shares nor granted stock option nor sweat equity.

13. ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as "Annexure C" to the Board's Report.

14. 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 enclosed as per "Annexure 'A'" to the Board's Report.

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

The particulars are attached in "Annexure 'B'" of this report.

16. CORPORATE SOCIAL RESPONSIBILITY

As part of Initiative under "Corporate Social Responsibility", the Company constituted "Corporate Social Responsibility Committee" under the Chairmanship of an Independent Director Mr. Kamlesh Patel. During the yean under review, Company has contributed funds for medical aid. The contribution in this regard has been made to the Registered Trust managing leading hospital.

The Annual Report on CSR Activities is annexed as "Annexure D" to the Board's Report.

18. INDEPENDENT DIRECTORS DECLARATION

All independent directors have separately submitted a declaration that each of them meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement. Further there has been no change in the circumstances which may affect their status as Independent Director during the year.

19. BOARD MEETINGS

An agenda of the meetings is prepared and circulated in advance to the Directors. During the year seven 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 underthe CompaniesAct, 2013.

20. BOARD EVALUATION

Clause 49 of the Listing Agreement 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 as collated by the nomination remuneration committee. None of the independent directors are due for re- appointment.

21. Appointments:

The CompaniesAct, 2013 provides for the appointment of the independent directors. Sub-section 10 of Section 149 of the Companies act, 2013 provides that independent directors 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 subject to provision of Securities Exchange Board of India Act, 1992, Mr. Kamlesh Patel, Mr. N. Gopalaswami, Mr. Shyamal Ghosh and Dr. Sushil Shah have been appointed as an Independent Directors of the Company for term of 5 (Five) years. None of the Directors will retire at the ensuing Annual General Meeting,

Pursuant to the provisions of the Section 161(1) read with provision of Section 149 of the CompaniesAct and in compliance with the provision of the Listing Agreement, Ms. Lataben P Desai was appointed as an additional Director and Woman Director of the Company with effect from August 08, 2014 and shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Lataben P Desai for appointment as a Director on the Board of the Company.

22. RETIREMENTS, RESIGNATIONS AND CHANGE IN THE DESIGNATION :

I. Dr. Pranav Desai, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The retirement of Director by rotation at the ensuing Annual General Meeting is determined in accordance with the provisions of the CompaniesAct, 2013.

II. Dr. Pradip K Desai was ceased to be a Whole Time Director of the Company with effect from March 05, 2015 and redesignated as Non Executive Director of the Company.

III. Mr. Paras Desai redesignated as Vice President Corporate Strategy and Finance and CFO of the Company with effect from May 23,2014.

IV. Mr. Paras Desai has resigned from the Company with effect from March 05,2015 subsequent to transfer of In-vitro Business undertaking of the Company.

The Board places on record their appreciation of the valuable services rendered by all directors/KMP ceasing their office during their tenure on the Board.

23. AUDIT COMMITTEE:

The Audit Committee was reconstituted on May 15, 2013. The Committee comprises of three Independent Directors, namely Mr. Shyamal Ghosh, Chairman, Mr. N. Gopalaswami, Mr. Kamlesh M. Patel and Mr. Sanjay N. Mehta (Non Executive Directors). Mr. Parikaj Ajmera, Company Secretary acts as the secretary to the Audit Committee. The composition and the Terms of Reference of the Audit Committee meet with the requirements of Section 177 of the CompaniesAct, 2013 and Clause49 of the ListingAgreement.

There were four meetings held during the year.

24. 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 Company's code of conduct or ethics policy and the same has been communicated within organization.

In staying true to our values of strength, performance and passion, the Company is committed to the high standards of Corporate Governance and Stakeholders Responsibility.

25. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was reconstituted on May 23, 2014. The Nomination and Remuneration Committee comprises of four directors of which two directors are independent directors & one Non Executive Director.

There was a one nomination and remuneration committee meeting held during the year.

Attendance of each member at the Remuneration Committee Meetings held during the year.

The main term of reference of Remuneration Committee is to review and recommend the revision in remuneration of managerial personnel to the Board of Directors. The Remuneration Committee while reviewing the remuneration considers the industry remuneration standards, educational qualification, relevant experience and performance of the concerned managerial personnel vis-a-vis the company requirements.

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. The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

26. LOANS, GUARANTEES AND INVESTMENTS v

The Company has following Loans, Guarantee given and Investments made under Section 186 of the Companies Act, 2013 for the financial year ended on March 31,2015.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's 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 thereunder and Listing Agreement. 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.

The median remuneration of the employee of the Company for the year 2014 - 15 is Rs. 2,18,900 as compared to Rs. 1,81,950 for the year 2013 - 14. During the year median remuneration is increased by 16.88%. There were 524 employees on rolls of the Company upto March 04, 2015. Company has transferred its In-Vitro Diagnostics Business undertaking to M/s. Arkray Healthcare Private Limited along with employees of the Company. There were 3 employees on rolls of the Company as at March 31,2015. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay was linked to organization performance.

During the year under review, there was no increase in remuneration of the Directors and Company Secretary of the Company. Remuneration of Mr. Paras Desai, CFO ofthe Company was increased by 12.72%.

The 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 ofthe Company will be provided upon request. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: '

Mitesh Rana of Mitesh Rana & Co., Practising Company Secretaries, Vadodara, was appointed to conduct the Secretarial Audit the Company for the Financial Year 2014-15, as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration) Rules, 2014. The Secretarial Audit Report for FY 2014-15 forms part of the Annual Report as Annexed to the Board's Report.

A Secretarial Audit Report given by Mitesh Rana, a company secretary in practice shall be annexed with the report. Auditor's Report, are self explanatory and therefore do not call for any further comments.

30. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE :

A report on Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement forms part of the Annual Report. The certificate from the Auditors of company M/s. Haribhakti & Co LLP, confirming compliance with the conditions of Corporate Governance is attached to this Report.

31. COST AUDITORS

Your directors have on recommendation of the Audit Committee have appointed Mr. V. M. Patel & Associates, Cost Accountants to carry out cost audit for the financial year 2015 - 16. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly a resolution seeking Member's ratification for the remuneration payable to M/s V. M. Patel & Associates, Cost Accountants is included in Notice convening Annual General Meeting.

The Company has submitted Cost Compliance Certificate as well as Cost Audit Report to Ministry of Corporate affairs on 30/09/2014 for the year 2013-14. The Company had appointed M/s V. M. Patel & Associates, Cost Accountants to conduct cost audit for the vear2014-15.

32. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. Aformal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. 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 will become embedded into the Company's 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 Company's process and policies for determining risk tolerance and review management's 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.

33. 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 had been followed.

(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 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 were operating effectively and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

34. 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 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 State Bank of India & IDBI Bank and Government Authorities for their co-operation and assistance rendered to the Company.

                                 For and on behalf of the Board

Place: Mumbai           Mr. Veeral P Desai   Dr. Pradip K Desai