Diffusion Engineers Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2026

1.These audited standalone financial results have been prepared in accordance with Indian Accounting Standards (IND-AS) prescribed under Section 133 of the Companies Act.2013 and other accounting principles generally accepted in India and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.The above audited standalone financial results for the quarter and period ended 31st March,2026 in respect of Diffusion Engineers Limited have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on 16th May, 2026. The Statutory auditors have expressed unmodified opinion on audited financial results for the quarter and period ended 31st March, 2026.

3.The audited standalone Financial Results for the quarter ended 31st March,2026 is the balancing figures between unaudited standalone figures in respect of the nine-month period ended 31st December, 2025 and period ended 31st March, 2026. The figures for the year ended 31st March, 2025 are extracted from the audited Financials Statement of that period.
4. As a result of the Management review mechanism, the Company has one segment “Welding Fabrication Technology and Engineering” which includes Manufacturing, Trading and Job Work.

5. During the quarter ended 30th June, 2025 the Company has received dividend of USD 5,90,000 from its wholly owned subsidiary - Diffusion Engineers Singapore Pte. Ltd.

6. Diffusion Wear Solutions Middle East for Welding Wire Rods Electrodes and Similar Products Manufacturing LLC – S.P.C a wholly owned subsidiary was incorporated in United Arab Emirates (UAE) in financial year 2025-2026.
7. Exceptional Item
On 21 November 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws (collectively referred to as "the New Labour Codes"). The Ministry of Labour & Employment published draft Central Rules and FAQs to clarify certain aspects and enable assessment of the financial impact due to changes in regulations. Amongst other things, the New Labour Codes prescribes a uniform definition of wages based on which certain employee benefits such as gratuity, leave encashment, contributions to provident fund and statutory bonus are required to be computed. The Group has assessed and disclosed the incremental impact of these changes on the basis of the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and the non-recurring nature of the impact of the New Labour Codes, the Group has presented the one-time impact of the New Labour Codes, primarily pertaining to provisions for long-term employee benefits such as gratuity and compensated absences, as an exceptional item in the standalone financial results for the quarter and period ended 31st March, 2026. The Group continues to monitor the developments pertaining to the New Labour Codes and will evaluate the impact, if any, on the measurement of liabilities pertaining to employee benefits.

8. The shareholders of the Company, by way of Postal Ballot through remote e-voting concluded on June 29, 2025, approved the creation, offer, issue, grant and allotment of up to 7,00,000 (Seven Lakh) Employee Stock Options Options to eligible employees of the Company and its subsidiaries under the Diffusion Engineers Limited Employee Stock Option Scheme 2025, and further approved the secondary acquisition of equity shares through an employee welfare trust, namely Diffusion ESOP Trust, including the grant of a loan to the irrevocable Trust to enable it to acquire equity shares of the Company by way of secondary acquisition for implementation of the said Scheme.

Pursuant to the above approvals, the Nomination and Remuneration Committee NRC, through a resolution passed by circulation on December 25, 2025, approved the grant of 3,00,000 Employee Stock Options to eligible employees under the Scheme at an exercise price of 325 per Option.

Diffusion ESOP Trust holds 3,00,000 equity shares of face value 10 each under the Company’s ESOP scheme and the grant letters dated 27th December 2025 were given to eligible employees of which 1,00,000 options were accepted by eligible employees, at an exercise price of 325 per equity share. The options granted under the scheme vest in four tranches of 25 percentage each, subject to satisfaction of applicable vesting conditions.
The fair value of stock options (at grant date) is recognised as an expense in the Statement of Profit and Loss within employee benefits as employee compensation cost over the vesting period, with a corresponding increase in ESOP Reserve (a component of equity).

The Company’s equity shares held by a trust, which is consolidated as a part of the Company, are classified as Treasury shares. Treasury shares are carried at acquisition cost and presented as a deduction from total equity as “Treasury share reserve”

9. The figures of previous periods / year are reclassified, regrouped and rearranged wherever necessary so as to make them comparable with current period's figures