Diffusion Engineers Limited has informed the Exchange regarding Notice of Postal Ballot
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Diffusion Engineers Limited has issued a postal ballot notice dated May 30, 2025, seeking shareholder approval through remote e-voting for four special resolutions linked to its new Employee Stock Option Scheme 2025 (ESOP 2025). The resolutions cover: (1) approval of the ESOP 2025 scheme, (2) extending options to employees of subsidiary companies, (3) secondary acquisition of up to 7,00,000 equity shares (face value ₹10 each) via an irrevocable trust called 'Diffusion ESOP Trust', and (4) provision of an interest-free loan to the trust capped at 5% of paid-up capital and free reserves. A maximum of 2,00,000 options can be granted per employee, with a vesting period of 1–4 years and exercise period of up to 4 years from vesting. The e-voting window runs from May 31, 2025 (9:00 AM) to June 29, 2025 (5:00 PM), with results expected on or before July 1, 2025. Shares will be acquired from the secondary market, meaning no new equity dilution for existing shareholders.
Approval would enable the company to attract and retain talent without diluting existing shareholders' equity, as shares come via secondary acquisition. The trust route and reasonable loan cap (5% of capital and reserves) are shareholder-friendly. Investors should watch the e-voting outcome, though the overall structure is generally viewed as positive for long-term value creation.