Diffusion Engineers has issued the notice for its 44th Annual General Meeting (AGM), scheduled to be held on Monday, September 7, 2026, at 2:00 pm Indian Standard Time. The meeting will be conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM) facility, with the registered office in Nagpur serving as the deemed venue.

The cut-off date for determining eligibility to cast votes through remote e-voting and during the AGM is Wednesday, August 26, 2026. Members holding shares on this date can participate in the voting process via the Central Depository Services (India) Limited (CDSL) platform.

Business Items

The agenda for the 44th AGM includes both ordinary and special business items:

Ordinary Business

1. Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.
2. Declaration of a final dividend of ₹1.50 per equity share for FY26.
3. Re-appointment of Ms. Chitra Narendra Garg (DIN: 01784644) as a Non-Executive Director, who retires by rotation.

Special Business

1. Ratification of remuneration payable to M/s A. B. Verma & Co., Cost Accountants, for the financial year ending March 31, 2027. The proposed remuneration is ₹60,000 plus applicable taxes and out-of-pocket expenses.
2. Approval for revision in remuneration payable to Mrs. Neelu Garg, a related party holding office as General Manager – Procurement. Her monthly remuneration is proposed to increase from ₹4,60,000 to ₹5,52,000, effective April 1, 2026. The resolution also seeks authority for annual increments not exceeding 20% per annum from FY27 to FY31.

Voting and Participation Details

Remote e-voting will commence on Friday, September 4, 2026, at 9:00 am and end on Sunday, September 8, 2026, at 5:00 pm. Shareholders who have already voted prior to the meeting date will not be entitled to vote during the AGM. The facility for appointment of proxies is not available as physical attendance has been dispensed with under MCA circulars.

The electronic copy of the Notice and the Annual Report for FY26 are available on the company’s website and the CDSL e-voting portal. Physical copies of the Annual Report can be requested by members whose email addresses are not registered.

Record Date and Book Closure

The record date for determining entitlement to the final dividend for FY26, if approved by members, is August 26, 2026. The dividend is proposed to be paid on or before October 6, 2026.

The Register of Members and Share Transfer books will remain closed from August 27, 2026, to September 7, 2026 (both days inclusive) for the purpose of the AGM and final dividend payment. As per SEBI circulars effective April 1, 2024, dividend payments for physical shareholders will be made electronically only to those with updated KYC details, including PAN linked with Aadhaar.

Diffusion Engineers Limited reported a 35.9% year-on-year increase in consolidated net profit to ₹166.77 million for the quarter ended June 30, 2026, driven primarily by a more than threefold surge in profits from associates. In contrast, standalone net profit declined 29.7% to ₹99.79 million, weighed down by a sharp contraction in other income. The divergence highlights the growing significance of international ventures in the group’s overall profitability, offsetting domestic operational pressures.

The Board of Directors approved the unaudited standalone and consolidated financial results on August 11, 2026, in compliance with Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. PGS & Associates, the statutory auditors, issued an unmodified review report on the financial statements. The results reflect the impact of the New Labour Codes notified by the Government of India in November 2025, which the company accounted for as an exceptional item in the prior fiscal year.

Financial Performance Overview

Standalone revenue from operations grew 30.7% to ₹959.13 million from ₹733.72 million in Q1FY25. However, total expenses rose 29.6% to ₹860.73 million, limiting the benefit of top-line growth to the bottom line. Consolidated revenue from operations expanded 36.5% to ₹1,101.08 million from ₹806.65 million. The consolidated profit before tax stood at ₹201.36 million, up from ₹155.04 million, aided by a significant increase in the share of profit from associates to ₹44.59 million from ₹13.77 million. On an operational basis, consolidated EBITDA rose to ₹142 million from ₹106 million year-on-year, though the EBITDA margin edged lower to 12.90% from 13.12% over the same period.

The following table summarises the key financial metrics across both standalone and consolidated reporting:

The table below highlights the consolidated EBITDA performance for the quarter:

What the Numbers Show

The divergence between standalone and consolidated performance highlights the growing contribution of international associates. While standalone profitability weakened due to lower non-operating income, consolidated earnings benefited from a more than threefold increase in associate profits. The marginal compression in EBITDA margin, despite strong revenue growth, reflects rising operational costs, with total consolidated expenses increasing alongside top-line expansion. This suggests that Diffusion Engineers' overseas ventures are becoming a critical driver of overall group profitability, offsetting domestic operational pressures.

Key Disclosures

The company operates in a single segment: Welding Fabrication Technology and Engineering. The financial results include one foreign branch with revenues of ₹2.70 million and net profit of ₹0.30 million for the quarter. Additionally, seven subsidiaries were reviewed by other auditors, contributing ₹195.78 million in revenues and ₹22.39 million in net profit before consolidation adjustments. The Diffusion ESOP Trust holds 300,000 equity shares, with 100,000 options accepted by employees at an exercise price of ₹325 per share.