Diffusion Eng

Synergistic business models focused on forward integration.

Serving industry major players directly as well as through OEMs.

Consistent financial performance.

Long-standing relationships with customers across industries.

Experienced promoters and strong management team.

Strategically located manufacturing facilities.

The Company is increasingly dependent on a domestic market for its sales and any a downturn in it could dent its market share.

The Company had negative cash flows during certain fiscal years in relation to its operating, investing and financing activities. Sustained negative cash flows in the future would adversely affect its results of operations and financial condition.

The company operates from four Manufacturing Facilities all of which are located in Nagpur, Maharashtra and therefore, any localized social unrest, natural disaster or breakdown of services or any other natural disaster in and around, Nagpur, Maharashtra or any disruption in production at, or shutdown of, all its manufacturing units could have material adverse effect on its business and financial condition.

Its business is dependent on the performance of certain other industries. Economic cyclicality coupled with reduced demand in these other industries, in India or globally, could adversely affect its business, results of operations and financial condition.

Its proposed plans with respect to funding the capital expenditure requirements as per its Objects of the Issue is subject to the risk of unanticipated delays in obtaining approvals and implementation. �

If there are delays in setting up the Proposed Facility or Proposed Expansion or if the costs of setting up and the possible time or cost overruns related to the Proposed Facilities or the purchase of plant and machinery for the Proposed Facilities are higher than expected, it could have a material adverse effect on our financial condition, results of operations and growth prospects.

Its business and profitability is substantially dependent on the availability and cost of its raw materials and any disruption to the timely and adequate supply or volatility in the prices of raw materials may adversely impact its business, results of operations, cash flows and financial condition.

The Company had made allotment of equity shares in the past which was allotted to more than 49 investors, which may have been in non- compliance with the Companies Act, 1956.

Conflict of interest may arise as some of its Group Companies and Subsidiaries are authorized to carry on similar line of business as the Company which may lead to real or potential conflicts of interest for its Promoters or Directors.

Its inability to collect receivables and default in payment from the company customers could result in the reduction of its profits and affect the company cash flows.

There have been some instances of incorrect filings with the Registrar of Companies and other non-compliances under the Companies Act in the past which may attract penalties.

The company has been unable to locate certain of its historical corporate records.

The company is dependent on a few customers for a portion of its revenues. Further the company generally does not enter into long-term arrangements with its customers and any failures to continue its existing arrangements could adversely affect the company business and results of operations.

The company operate its Manufacturing Facilities that are held by it on leasehold basis. In the event the company lose or are unable to renew such leasehold rights, its business, results of operations, financial condition, cash flows and prospects may be adversely affected.

Its business is working capital intensive. Any insufficient cash flows from the company operations or inability to borrow to meet its working capital requirements, it may materially and adversely affect its business and results of operations.

The company does not have long-term agreements with its suppliers for raw materials and an inability to procure the desired quality, quantity of its raw materials in a timely manner and at reasonable costs, or at all, may have a negative impact on its business, results of operations, financial condition and cash flows.

Commercialization and market development of new products may take longer time than expected and / or may involve unforeseen business risks. Its inability to successfully diversify the company product offerings of engineering business may adversely affect its growth and negatively impact its profitability.

The COVID-19 pandemic impacted its business and operations. Future similar events may have an adverse effect on its business prospects and financial performance.

If the company fails to manage its growth effectively, its may be unable to execute the company`s business plan or maintain high levels of service and satisfaction, and its business, results of operations, cash flows and financial condition could be adversely affected.

A significant portion of its domestic revenues are derived from the western and southern zone. For Fiscals2024, 2023 and 2022, these regions have contributed 37.29%, 51.19% and 50.72% of its standalone revenue from operations, respectively. Any adverse developments in this market could adversely affect its business.

Under-utilization of its manufacturing capacities and an inability to effectively utilize the company expanded manufacturing capacities could have an adverse effect on its business, future prospects and future financial performance.

The company intend to utilize a portion of the Net Proceeds for funding its capital expenditure requirements. The company is yet to place orders for such capital expenditure machinery.

The company requires several approvals, licenses, registrations and permits for its business and are required to comply with certain rules, regulations and conditions to operate its business and failure to obtain, retain or renew such approvals and licenses in a timely manner or to comply with the requisite rules, regulations and conditions may adversely affect its operations.

None of its Directors does not have any prior experience of being a director in any other listed company in India.

Its Promoter has extended personal guarantee in connection with some of its debt facilities granted to the company and one of its promoter group entity. There can be no assurance that such personal guarantee will be continued to be provided by its Promoters in future or can be called at any time, affecting the financial arrangements.

The shortage or non-availability of power may adversely affect its business, result of operations, financial conditions and cash flows.

The Issue Price, market capitalization to total turnover and price to earnings ratio based on the Issue Price of the Company, may not be indicative of the market price of the Equity Shares on listing or thereafter.

Its may not be able to adequately protect or continue to use the company intellectual property. In addition, the use of its brands or similar trade names by third parties could have a material adverse effect on its business growth and prospects, financial condition, results of operations and cash flows.

Its operations are labour intensive and the company manufacturing operations may be subject to unionization, work stoppages or increased labour costs, which could adversely affect its business and results of operations.

Its operations are subject to environmental and health and safety laws and other government regulations which could result in increased liabilities and increased capital expenditures.

While certain of its trademarks used by it for the company`s business are registered, any inability to protect its intellectual property from third party infringement may adversely affect its business and prospects.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with its Shareholders.

As on date of this Red Herring Prospectus, 2,424 Equity Shares are held in physical form by some of its Public Shareholders. Further, 16,416 Equity Shares issued to such Shareholders pursuant to the issue of bonus shares on November 29, 2023, have not been credited to their respective demat account.

There are outstanding litigations involving the Company, Promoters and its Directors. Any adverse outcome in any of these proceedings may adversely affect its reputation, results of operations and financial condition.

The Company gives heavy equipment on a lease basis business model.

Its business is dependent on income from job work. The loss of income from companies outsourcing from it may have a material and adverse effect on its business and results of operations.

The average cost of acquisition of Equity Shares for its Promoters may be lower than the Issue Price.

Restrictions on import of raw materials may impact its business and results of operations.

There may be problems with the products thc company manufacture that could result in liability claims against it, reduced demand for its products and damage to the company reputation.

The company has incurred borrowings from commercial banks and any non-compliance with repayment and other covenants in its financing agreements could adversely affect the company`s business and financial condition.

There have been some instances of incorrect or delayed filings under the RBI Regulations in the past which may attract penalties.

Its Industry is sensitive to general economic downturn.

The company operates in a competitive and fragmented industry with low barriers to entry and may be unable to compete with a range of unorganized sector.

A downgrade in its credit rating could adversely affect the company ability to raise capital in the future.

The company is dependent on third-party transportation providers for the supply of raw materials and delivery of its finished products and any failures to maintain a continuous supply of raw materials or to deliver its products to the company`s customers in an efficient and reliable manner could have a material and adverse effect on its business, financial condition and results of operations.

The company engage contract workers for carrying out certain functions of its business operations. In the event of non-availability of such contract workers at reasonable cost, any adverse regulatory orders or any default on payments to them by the agencies could lead to disruption of the manufacturing facilities and its business operations.

Its overall margins may fluctuate as a result of the product manufactured by the company.

Unplanned slowdowns or shutdowns of its manufacturing operations could have an adverse effect on the company business, results of operations, financial condition, cash flows and future prospects.

Its may not have adequate insurance coverage for protecting the company against any material hazards.

Significant failures or disruption of its information technology systems could adversely impact its business, results of operations and financial condition.

Certain sections of this Red Herring Prospectus disclose information from the industry report which has been commissioned and paid for by it exclusively in connection with the Issue. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

Its Promoters will continue to retain significant shareholding in the Company after the Issue, which will allow it to exercise control over it.

Its ability to pay dividends in the future will depends on the company earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

In addition to normal remuneration or benefits and reimbursement of expenses, some of its Directors and key managerial personnel are interested in the Company to the extent of their hareholding in the Company.

There is no guarantee that its Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.

The company is exposed to foreign currency exchange rate fluctuations, which may adversely affect its results of operations and cause the company quarterly results to fluctuate significantly.

Its employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

Any material deviation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.

The activities carried out at its manufacturing facilities, including any hazardous activity, can cause injury to people or property in certain circumstances.