Shareholders meeting

DIFFUSION ENGINEERS LIMITED (CIN: L99999MH2000PLC124154) Registered Office: T-5 & 6, MIDC, Hingana, Nagpur, Maharashtra, India, 440016 Mobile No.: 9158317943 E-mail - cs@diffusionengineers.com Website - www.diffusionengineers.com Department of Corporate Services, Listing Department, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Dalal Street, C-1, G-Block, Bandra - Kurla Complex Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Scrip Code: 544264 Scrip Symbol: DIFFNKG ISIN: INE184O01015 Subject.: Proceedings of 44th Annual General Meeting of the Company Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Regulations), please find enclosed herewith proceedings of 44th Annual General Meeting of the Company held on Monday, September 07, 2026 at 02:00 P.M.(IST) through Video Conferencing (VC) & Other Audio Visual Means (OAVM) as ‘Annexure – Further, the details as required in accordance with the Listing Regulations read with SEBI Master Circular No. SEBl/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024 is enclosed as ‘Annexure – II’. You are requested to take the same on your records. Thanking You For DIFFUSION ENGINEERS LIMITED Chanchal Jaiswal Company Secretary & Compliance Officer (Membership no. A67136) Place: Nagpur Date: September 07, 2026 Enclosed as above Annexure – I BRIEF PROCEEDINGS OF THE 44TH ANNUAL GENERAL MEETING OF THE COMPANY A. Date, Time and venue of the Annual General meeting: The 44th Annual General Meeting (“AGM”) of Diffusion Engineers Limited was held on Monday, September 07, 2026, through two-way Video Conference (VC) /Other Audio- Visual Means (OAVM) in accordance with the General Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and circulars issued by the Securities and Exchange Board of India (‘SEBI’) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting commenced at 02:00 PM. The deemed venue for the 44th AGM was the Registered office of the Company situated at “ T-5/6, MIDC, Hingna, Industrial Area, Nagpur 440016”. B. Proceedings in brief: • The meeting commenced at 02:00 P.M with a welcome address by Ms. Chanchal Jaiswal, Company Secretary and Compliance Officer of the Company. • Ms. Chanchal Jaiswal, Company Secretary and Compliance Officer informed the members that the Company had taken all feasible efforts under the current circumstances to enable members to participate through video conference and vote at the AGM. • Mr. Prashant Garg, Chairman and Managing Director of the Company, chaired the proceedings of the meeting. • He then introduced each of the Directors & KMPs of the Company who attended the AGM. He confirmed the presence of the Directors & KMPs including 1. Ms Chitra Garg, Non- Executive Director 2. Mr Nitin Garg, Non- Executive Director 3. Mr Anil Kumar Trigunayat, Independent Director 4. Mr Sherry Samuel Oommen, Independent Director & Chairman of Audit and Stakeholders Relationship Committee 5. Ms Deepali Sameer Bendre Independent Director & Chairperson of Nomination and Remuneration Committee and Corporate Social Responsibility Committee 6. Mr. Abhishek Mehta, Chief Financial Officer 7. Ms. Chanchal Jaiswal, Company Secretary and Compliance Officer • He also confirmed the presence of 1. Mr. Premal Gandhi from PGS & Associates, Chartered Accountants, Statutory Auditors of the Company 2. Mr. Madhav Kawde, Secretarial Auditor of the Company 3. Mr. Ritesh Mehta from Chitaley Mehta & Associates, Chartered Accountants Internal Auditors of the Company. 4. Mr. Anil Verma, from M/s A. B. Verma & Co., Cost Accountants, Cost Auditor of Company • As per the record of attendance, 59 members attended the meeting through VC who were present throughout the meeting. The requisite quorum being present through Video Conference, the Chairman called the meeting to order and authorized Ms. Chanchal Jaiswal to give general instructions to the members. • Ms. Chanchal Jaiswal, Company Secretary and Compliance Officer informed that the Meeting was held through VC/OAVM in compliance with various circulars issued by the Ministry of Corporate Affairs, Government of India and Securities and Exchange Board of India. • She, inter alia, informed the members that the documents which are statutorily required to be kept open were available electronically for inspection by the members during the AGM. • She further informed that the Company had received 5 requests from members to register them as speakers at the AGM well in advance. • Thereafter, the Chairman addressed the members through his speech and apprised on the vision and future growth of the Company and touched upon the performance of the Company during the Financial Year 2025-26. • After the Chairman’s address to the members, he authorized Ms. Chanchal Jaiswal, Company Secretary and Compliance Officer to continue with the proceedings further. • Thereafter, the Notice of the 44th AGM dated August 14, 2026 and the Report of Statutory Auditor and Secretarial Auditor were taken as read with the permission of the Members present as they did not contain any qualification, observation or comment. • The following items of business as set out in the Notice convening the 44th Annual General Meeting were commended for member’s consideration and approval: Ordinary Business: 1. To receive, consider and adopt the audited standalone financial statements of the Company for the financial year 2025-26 including Balance Sheet as at 31st March 2026, the Statement of Profit and Loss and Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors’ thereon 2. To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year 2025-26 including Balance Sheet as at 31st March 2026, the Statement of Profit and Loss and Cash Flow Statement for the financial year ended on that date and the Report of the Auditors’ thereon. 3. To declare final dividend of Rs. 1.50/- (One Rupees Fifty Paisa Only) per share on equity shares for the financial year ended 31st March 2026. 4. To appoint a director in place of Ms. Chitra Narendra Garg (DIN: 01784644), who retires by rotation and being eligible, offers herself for re-appointment. Special Business: 5. Ratification of Remuneration payable to Cost Auditor for Financial Year 2026-27 6. Approval for revision in remuneration of Mrs. Neelu Garg, a related party holding office or place of profit in the company. The Company Secretary, thereafter, requested the members to ask their questions/express their views. A total of 3 out of 5 speaker shareholders spoke/raised queries/made comments on the financial performance and other relevant matters of the Company. The Company Secretary thanked all the members for their participation at the 44th AGM and for their constructive suggestions, observations and questions. Thereafter, Mr. Prashant Garg, Chairman and Managing Director and Mr. Abhishek Mehta, Chief Financial Officer of the Company answered/responded/clarified on all the questions/comments of the members registered as speakers asked by them in AGM. The Company Secretary then thanked the Directors and Shareholders and thereafter apprised the members that the e-voting platform will continue to be available for 30 minutes post conclusion of the AGM. The Chairman informed the members that the results of e-voting shall be disseminated to the stock exchanges and be also uploaded on the website of the Company within 48 hours from the conclusion of the AGM. The Chairman then declared the proceedings of 44th Annual General Meeting as concluded. C. Voting by members: • The remote e-voting period which had commenced on Friday, September 04, 2026 at 09.00 AM ended on Sunday, September 0 [Showing first 8,000 characters — download PDF for full document]