A provision is recognised when there is a presentobligation (legal or constructive) as a result of a pastevent that probably requires an outflow of resourcesand a reliable estimate can be made of the amount ofthe obligation. If the effect of the time value of moneyis material, provisions are discounted to reflect itspresent value using a current pre-tax rate that reflectsthe current market assessments of the time value ofmoney and the risks specific to the obligation. Whendiscounting is used, the increase in the provision dueto the passage of time is recognized as a finance cost.Each provision is based on the best estimate of theexpenditure required to settle the present obligation atthe balance sheet date.
Contingent liabilities are disclosed when there isa possible obligation arising from past events, theexistence of which will be confirmed only by theoccurrence or non-occurrence of one or more uncertainfuture events not wholly within the control of theCompany or a present obligation that arises from pastevents where it is either not probable that an outflow ofresources will be required to settle or a reliable estimateof the amount cannot be made. When there is a possibleobligation or a present obligation in respect of whichthe likelihood of outflow of resources is remote, noprovision or disclosure is made.
Provisions, Contingent liabilities and contingent assetsare reviewed at each Balance Sheet date.
The Company's obligation towards various employeebenefits have been recognized as follows:
Short term benefits
Employee benefits payable wholly within twelvemonths of receiving employees services are classifiedas short-term employee benefits. These benefitsinclude salaries and wages, bonus and exgratia.
The undiscounted amount of short-term employeebenefits to be paid in exchange for employee servicesis recognized as an expense as the related serviceis rendered by employees. The company recognizesa liability & expense for bonuses. The companyrecognizes a provision where contractually obligedor where there is a past practice that has created aconstructive obligation.
Post-employment Benefits
Defined contribution plans
The Company pays provident fund contributions topublicly administered provident funds as per localregulations. The Company has no further paymentobligations once the contributions have been paid.
The contributions are accounted for as definedcontribution plans and the contributions are recognizedas employee benefit expense when they are due.Prepaid contributions are recognized as an asset to theextent that a cash refund or a reduction in the futurepayments is available.
Defined benefit plans
Recognition and measurement of defined benefit plans:
For defined benefit schemes i.e. gratuity,superannuation and post-retirement medical benefitschemes, the cost of providing benefits is determinedusing the Projected Unit Credit Method, with actuarialvaluation being carried out at each balance sheet date.Re-measurement gains and losses of the net definedbenefit liability/ (asset) are recognized immediately inother comprehensive income. Such re-measurementsare not re-classified to the Statement of Profit & Loss inthe subsequent period. The service cost and net intereston the net defined benefit liability/ (asset) is treated asa net expense within employment costs.
Past service cost is recognized as an expense when theplan amendment or curtailment occurs or when anyrelated restructuring costs or termination benefits arerecognized, whichever is earlier.
The defined benefit obligation recognized in thebalance sheet represents the present value of thedefined-benefit obligation as reduced by the fair valueof plan assets.
Other long-term employee benefitsCompensated absences
Liabilities recognized in respect of other long-termemployee benefits such as annual leave and sickleave are measured at the present value of theestimated future
cash outflows expected to be made by the Companyin respect of services provided by employees up to thereporting date using the projected unit credit methodwith actuarial valuation being carried out at each yearend balance sheet date. Actuarial gains and lossesarising from experience adjustments and changes inactuarial assumptions are charged or credited to thestatement of profit and loss in the period in which theyarise. Compensated absences which are not expected tooccur within twelve months after the end of the periodin which the employee renders the related service arerecognized based on actuarial valuation.
Foreign exchange transactions are recorded at theexchange rate prevailing on the date of the transactions.Year-end monetary assets and liabilities denominatedin foreign currencies are translated at the year-endforeign exchange rates. Non- Monetary items that aremeasured in terms of historical cost in a foreign currencyare translated using the exchange rate at the date oftransaction. Non-monetary items, measured at fair valuedenominated in a foreign currency are translated usingthe exchange rates that existed when the fair valuewas determined.
Exchange differences arising on settlement ortranslation of monetary items are recognized in theStatement of Profit and Loss. The gain or loss arisingon translation of non-monetary items measured atfair value is treated in line with the recognition of thegain or loss on the change in fair value of the item (i.e.translation differences on items whose fair value gain orloss is recognized in other comprehensive income (OCI)or profit and loss are also recognized in OCI or profit andloss, respectively).
Share-based compensation benefits are provided toemployees under Long Term Incentive Plan whichpermits the grant of Non-qualified Stock Options,Restricted Stock Units and Performance stock Units. Thecost of equity-settled transactions is determined by thefair value at the date when the grant is made using anappropriate valuation model. That cost is recognised,together with a corresponding increase in EmployeeStock Options Outstanding Account in equity, overthe period in which the performance and/or serviceconditions are fulfilled, in Employee Benefit Expense.The cumulative expense recognised for equity-settledtransactions at each reporting date until the vestingdate reflects the extent to which the vesting periodhas expired and the Company's best estimate of thenumber of equity instruments that will ultimatelyvest. Stock options which are equity settled options, isgranted, subject to the terms and provisions of the Plan,to participants as determined by the Committee, in itssole discretion. Each option granted shall be evidencedby an award agreement that shall specify the optionprice, the term of the option, the number of shares towhich the option pertains, the conditions, includingany performance goals, upon which an option shallbecome vested and exercisable, and such other termsand conditions as the committee shall determine whichare not inconsistent with the terms of the Plan. PSU andRSU which are equity settled options are granted underthe 2009 Plan to senior level executives that vest over aperiod of three years. The exercise price is Nil. Linde Plccross charges the amount to the Company, determinedbased on the fair value of the shares on vesting of PSUand RSU at the end of three years.
In accordance with Ind AS 36, 'Impairment of Assets', the Company annually conducts impairment tests on goodwill by determining thevalue-in-use for the related cash-generating unit (CGU). The goodwill was recognized in the calendar year 2021 following the acquisitionof business assets from M/s HPS Gases Ltd. The assessment of the recoverable amount for goodwill is determined using the DiscountedCash Flow (DCF) method, which relies on specific key assumptions. Based on this assessment, the Company has assessed that there isno impairment loss on goodwill for the current and previous year. The key factors involved in calculating the recoverable amount areoutlined below:
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividend and share in theCompany's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights ofan equity shareholders on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company.Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
On winding up of the company, the holders of equity shares will be entitled to receive the residual assets of the company, remainingafter distribution of all preferential amounts in proportion to the number of equity shares held.
Securities premium is used to record premium received on issue of shares. The reserve can be utilised in accordance with the provisionsof the Companies Act, 2013 (the "Companies Act").
Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specifiedpercentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirementto mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in generalreserve during the current and previous year.
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or otherdistributions paid to shareholders.
This Reserve represents the cumulative gains (net of losses) arising on the revaluation of Equity Instruments measured at fairvalue through Other Comrehensive Income, net of amounts reclassified, If any, to Retained Earnings when those instrumentsare disposed off.
Certain employees are issued stock options, restricted stock units and performance stock units by Linde PLC. Refer Note 48 for details.
(a) Provision for asset restoration obligation
Provision is towards estimated cost to be incurred on dismantling of plants at the customers' site upon expiry of the tenure of thecontractual agreement with the customer. Such cost has been capitalised under plant and equipment.
(b) Provision for warranties
Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacement, material cost,servicing and past experience in respect of warranty costs. It is expected that this expenditure will be incurred over the contractualwarranty period which ranges from 1 year to 2 years.
(c) Provision for contingencies
Provision is the estimate towards known contractual obligation, litigation cases and pending assessments in respect of taxes, dutiesand other levies in respect of which management believes that there are present obligations and the settlement of such obligationsare expected to result in outflow of resources, to the extent provided for. The timing and probability of outflow and expectedreimbursements, if any with regard to these matters depend on the ultimate outcome of the legal process or settlement/ conclusion ofthe matter with relevant authorities/ customers/ vendors etc.
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims andassertions and monitors the legal environment on an ongoing basis with the assistance of external legal counsel, wherever necessary. TheCompany records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in itsfinancial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in thefinancial statements but does not record a liability in its accounts unless the loss becomes probable.
The following are the description of claims and assertions where a potential loss is possible, but not probable.
The Company is involved in legal proceedings, both as plaintiff and as defendant. There are claims which the Company does not believe tobe of material nature other than those described below.
a) Excise Duty and Service Tax
As at 31 March 2025, there were pending litigations for various matters relating to excise duty and service tax involving demands ofRs. 333.17 million (31 Mar 2024: 333.17 million).
b) Sales Tax /VAT
As at 31 March 2025, the sales tax demands that are being contested by the Company amounted to Rs. 136.82 million (31 Mar 2024:Rs. 196.06 million).
c) Income Tax
As at 31 March 2025, there were pending matters / cases relating to Income Tax for various assessment years aggregating toRs. 274.43 million (31 Mar 2024: Rs. 274.43 million).
d) Other claims
Other amounts for which the Company may contingently be liable aggregate to Rs 6.60 million (31 Mar 2024: Rs. 6.60 million).
It is not practicable for the company to estimate the closure of the above mentioned issues and the consequential timings of cashflows, if any, in respect of the above.
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employeestowards Provident Fund and Pension Fund, which is a defined contribution plan. The company has no obligations other than to makethe specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The only amountsincluded in the balance sheet are those relating to the prior months contribution that are not due to be paid until the end of reportingperiod. The amount recognised as an expense towards contribution to Provident Fund and Pension Fund for the year aggregated to Rs.29.25 million (31 Mar 2024: Rs. 24.94 million).
Retirement Benefit Plans of the Company include Gratuity, Pension and Post retirement medical benefits.
Gratuity & Pension
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides fora lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amountequivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service.Gratuity is funded through direct investment under Indian Oxygen Limited Executive and Graded-Staff Gratuity Funds. The Companyaccounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
Investments of Pension for some employees are managed through Company managed trust.
Post retirement medical benefits
Under this unfunded scheme, employees of the Company receive medical benefits subject to certain limits on amounts of benefits,periods after retirement and types of benefits, depending on their grade and location at the time of retirement. The Company accountsfor the liability for post-retirement medical scheme based on an actuarial valuation.
Governance
The trustees of the trust fund are responsible for the overall governance of the plan and to act in accordance with the provisions of thetrust deed and rules in the best interests of the plan participants. They are tasked with periodic reviews of the solvency of the fundand play a role in the long-term investment, risk management and funding strategy.
Investment Strategy
The Company's investment strategy in respect of its funded plans is implemented within the framework of the applicable statutoryrequirements. The plans expose the Company to a number of actuarial risks such as investment risk, interest rate risk, longevity riskand inflation risk.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government/highquality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return.Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of planparticipants both during and after their employment. An increase in the life expectancy of the plan participants will increase theplan's liability.
Inflation risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, anincrease in the salary of the plan participants will increase the plan's liability.
The Company has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk andmaintaining the right balance between risk and long term returns in order to limit the cost to the Company of the benefits provided.
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long term and short termgoals of the Company. The Company determines the amount of capital required on the basis of annual business plan coupled with long termand short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations andlong term and short term bank borrowings on need basis, if any. The Company monitors the capital structure on the basis of net debt toequity ratio and maturity profile of the overall debt portfolio of the Company. Net debt includes interest bearing borrowings less cash andcash equivalents.
The Company does not have any debt as at the reporting date and hence debt to equity ratio is Nil.
The carrying value and fair values of financial instruments by class are as follows:
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputsused in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets orliabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
a) Level 1: Quoted prices for identical instruments in an active market -
This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active marketsfor identical assets or liabilities. This category consists of investment in quoted equity shares.
b) Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs -
This level of hierarchy includes financial assets and liabilities, measured using inputs other than the quoted prices includedwithin level 1 that are observables for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).This level of hierarchy includes Company's derivative contracts.
c) Level 3: Inputs which are not based on observable market data -
This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable marketdata (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions thatare neither supported by prices from observable current market transactions in the same instrument nor they are based onavailable market data.
For assets and liabilities which are measured at fair value as at Balance Sheet date, the classification of fair value calculations bycategory is summarized below:
i) The Company has assessed that cash and bank balances, trade receivables, trade payables, and other financial assets andliabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
ii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherentlimitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimatespresented above are not necessarily indicative of the amounts that the Company could have realised or paid in saletransactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may bedifferent from the amounts reported at each reporting date.
iii) There have been no transfers between Level 1, level 2 and Level 3 for the year ended 31 March 2025/31 March 2024.
In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity
and credit risk, which may adversely impact the fair value of its financial instruments.
The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the
financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors.
The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on theCompany's business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in theprice of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currencyexchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normallypredicted with reasonable accuracy.
a) Market risk - Foreign currency exchange rate risk:
The Company enter into sale and purchase transactions denominated in foreign currencies; consequently, exposures to exchangerate fluctuations arise. Management monitors the movement in foreign currency and the Company's exposure in each of theforeign currency. Based on the analysis and study of movement in foreign currency, the Company takes remedial measures tohedge foreign currency risk through various measures like derivative instruments etc.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of thereporting period, not hedged by derivative instruments, are as follows:
A 10% appreciation/depreciation of the foreign currencies with respect to functional currency of the Company would resultin an decrease in the Company's net profit before tax by approximately Rs.120.83 million (Year ended 31 March 2024 :
Rs.53.16 million).
b) Market risk - Interest rate risk: Interest rate risk is the risk that the fair value or future cashflow of a financial instrument willfluctuate because of change in market interest rate. The company does not have any borrowings, hence there is no exposure tointerest rate risk.
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Creditrisk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks.Financial instruments that are subject to concentrations of credit risk, principally consist of Cash & bank balances, trade receivables,finance receivables and loans and advances. Company regularly reviews the credit limits of the customers and takes action to reducethe risk. Further diverse and large customer bases also reduces the risk. All trade receivables are reviewed and assessed for defaulton regular basis.
Customer credit risk is managed by the Company through established policy and procedures and controls relating to customer creditrisk management. To calculate ECL, the company groups its receivables (trade receivables and contract assets) by customer type i.e.receivables from Gases (separately for healthcare and non healthcare) and receivables from Project Engineering division. The Companyhas assessed its related party receivables and concluded that no Expected Credit Loss (ECL) provision is necessary. This determinationis based on the strong financial position and creditworthiness of the related parties, along with the historical payment patterns andno risk of default. The company applies the simplified approach to determine the ECL for trade receivables. While calculating ECL, theCompany considers its past history, counter party's ability to pay, existing market conditions as well as forward looking estimates at theend of each reporting period. The historical loss rates considered for ECL are given below:
Gases without Healthcare
The credit risk on bank balances and derivative financial instruments is limited because the counterparties are banks with highcredit ratings.
* includes contract assets
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management isto maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund andnon-fund based working capital lines from various banks. The Company invests its surplus funds in bank fixed deposits, which carry noor low market risk. The Company's liquidity position remains strong at Rs. 1,467.07 million as at 31 March 2025 (31 March 2024 : Rs.9,798.32 million), comprising of cash and cash equivalents and other balances with banks.
Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segmentperformance is based on product and services. Accordingly, management of the company has chosen to organise the segment basedon its products and services as follows:
- Gases, Related Products & Services
- Project Engineering
The company's chief operating decision maker is the Managing Director.
Segment revenue, results, assets and liabilities include the respective amounts that are directly attributable to or can be allocated on areasonable basis to each of the segments. Revenue, expenses, assets and liabilities which relate to the enterprise as a whole and areneither attributable to nor can be allocated on a reasonable basis to each of the segments, have been disclosed as unallocable.
The company's financing and income taxes are managed on a company level and are not allocated to operating segments.
Inter-segment revenue has been recognised at cost.
The Company operates predominantly within the geographical limits of India. In the company's operations within India, there is nosignificant difference in the economic condition prevailing in the various states of India. Revenue from sales to customers outside Indiais less than 10% in the current and previous year. Hence, disclosures on geographical information are not applicable.
Included in the revenue arising from direct sales of products and services of Rs. 24,852.22 million (Year ended 31 Mar 2024:
Rs. 27,683.79 million) are revenues of approximately Rs. 6,408.84 million (Year ended 31 March 2024: Rs. 9,580.42 million) whicharose from the sale to company's top two customers. No other single customer contributed 10% or more of the company's revenue inthe current and last year.
i) Ultimate Holding Company
Linde Public Limited Company, Ireland
ii) Intermediate Holding Companies
Linde GmbH (Formerly Linde AG, Germany)
Linde Holding GmbhLinde UK Holdings LimitedLinde Holding Netherlands BV
iii) Holding Company
The BOC Group Limited, United Kingdom (Wholly owned Subsidiary of Linde GmbH)
iv) Fellow Subsidiaries and Joint Venture with whom transactions have taken place during the year
The following is the summary of future minimum lease rental payments under non-cancellable operating leases and finance leasesentered into by the Company.
A. Operating leases as a lessor:
Significant leasing arrangements include lease of plant and machinery for use under long term arrangements for periods rangingbetween 10 to 20 years with renewal option.
Future minimum lease payments under non-cancellable operating leases are as below:
B. Finance leases as a lessor:
Certain plant and machinery has been made available by the Company to the customers under a finance lease arrangement.
The arrangements covers a substantial part of the economic life of the underlying asset and contain a renewal option on expiry.Receivables under long term arrangements involving use of dedicated assets are based on the underlying contractual terms andconditions. Any change in the assumptions may have an impact on lease assessment and/or lease classification.
Such assets given under the lease arrangement have been recognised, at the inception of the lease as a receivable at anamount equal to the net investment in the lease. The finance income arising from the lease is being allocated based on apattern reflecting constant periodic return on the net investment in the lease. The income arising on account of finance leasearrangement is Rs 0.26 million (Year ended 31 March 2024: Rs. 1.69 million).
The minimum lease receivable and the present value of minimum lease receivables in respect of arrangements classified asfinance leases are as below:
Note :
a) Reduction in cash & cash equivalents for capex projects
b) Reduction in cost of materials consumed
c) Reduction in purchase of materials & purchase of stock in trade
d) Reduction in cash & cash equivalents for capex projects
e) There is no oustanding debt in the company in the current and last year, hence Debt service ratio and Debt- Equity ratio isnot applicable.
Linde PLC, under Long Term Incentive Plan, permits the grant of Non-qualified Stock Options, Restricted Stock Units andPerformance stock Units.
(i) Stock Options
Stock options which are equity settled options, is granted, subject to the terms and provisions of the Plan, to participants asdetermined by the Committee, in its sole discretion. Each option granted shall be evidenced by an award agreement that shallspecify the option price, the term of the option, the number of shares to which the option pertains, the conditions, includingany performance goals, upon which an option shall become vested and exercisable, and such other terms and conditions as thecommittee shall determine which are not inconsistent with the terms of the Plan.
Awards of options shall be solely subject to the continued service of the Participant and shall become exercisable no earlier thanthree years after the grant date, provided that such option may partially vest after no less than one year following such grantdate; and any other award of options shall become exercisable no earlier than one year after the grant date.
The exercise price is the fair value of shares on the date of the grant. The Options vests in a graded manner over a periodof three years.
Under the Plan, employees have the following options:
a) Exercise and Hold - The employees need to pay the exercise cost.
b) Exercise and Sell - The net proceeds (proceeds from sale of shares at fair maket value minus the exercise price) is paidto the employee.
c) Exercise and Sell to cover - The employees sells shares to the extent of exercise cost.
d) Exercise and Net Shares - The Group witholds the shares to cover the exercise cost and remaining shares are credited to theemployees account.
Typically employees avail option (b) above and consequently the net proceeds is directly paid by the Company to the employeesbased on communication from Group's stock option plan service provider.
(ii) Performance and Restricted Stock awards (PSU and RSU)
PSU and RSU which are equity settled options are granted under the 2009 Plan to senior level executives that vest over a periodof three years. The exercise price is Nil. Linde Plc cross charges the amount to the Company, determined based on the fair valueof the shares on exercise of PSU and RSU at the end of three years.
The Company measures compensation expense for stock options at their fair value determined using Black - Scholes Model on thedate of the grant. The Company has used the assumptions adopted by the Ultimate Holding Company. The fair value of the equitysettled stock options and the assumptions used by the Ultimate Holding Company in the measurement of fair value at grant date andmeasurement date are as follows:
50. Certain Shareholders have raised objections on the related party transactions entered into by Linde India Limited ("Company") withPraxair India Private Limited (PIPL) and Linde South Asia Services Private Limited since the resolution on material related party transactionsin the 85th AGM held on 24 June 2021 had been rejected by the shareholders. The Company has also received inquiries and informationrequests from the Securities and Exchange Board of India in connection with certain related party transactions and arrangements to whichthe Company has responded. Based on the legal opinions obtained by the Company, the Company is in compliance with all requirementsunder the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in respect of allrelated party transactions entered into by it. No related party transaction entered into by the Company has a value in excess of themateriality threshold of 10% or more of the annual consolidated turnover of the Company. Therefore, there are no material related partytransactions entered into by the Company. In terms of the legal opinion obtained by the Company, it has applied the materiality threshold of10% or more of the annual consolidated turnover of the Company to the value of each contract with a related party consisting of individualor multiple transactions and not by aggregating the value of all contracts with each related party and ascertained that no shareholderapproval is required for any related party transaction in terms of Regulation 23 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015, which is not "material" in nature.
In October 2023, SEBI summoned the Managing Director and the Company Secretary of the Company to appear before its InvestigatingAuthority ("IA") and has also summoned the Company to furnish certain information and documents, all in connection with its investigationinto financial information and business transactions of the Company. Pursuant thereto, they appeared before SEBI and also subsequentlyresponded to the questions with information and documents. The Investigating Officer further issued summons to Independent Directorsin January 2024 and sought responses to certain queries and also again sought additional documents and information from the Company.Based on legal review and advice, Writ Petitions were filed in the Hon'ble Bombay High Court (one by all the three IDs and another by theCompany) seeking a quash of the aforementioned proceedings and for stay of such proceedings in the interim. While the Writ petitionswere pending hearing before the Hon'ble Bombay High Court, SEBI passed an Interim Ex Parte Order on 29th April 2024, against whichthe Company filed an appeal before the Securities Appellate Tribunal (SAT), and Hon'ble SAT set aside the Interim Ex Parte Order videits Order dated 22nd May 2024 and allowed the Company to inspect documents and file its reply. Subsequently, Company inspected thedocuments and made its submissions and thereafter SEBI passed an order dated July 24, 2024 (the "SEBI Order") giving its conclusion anddirections and also stated that the role/ culpability of the Directors/ Officers of the Company, if any, for issues covered under this Order,will also be addressed separately. The directions issued in respect of assessing materiality threshold for related party transactions aresummarized below :
a. The Company shall test the materiality of future RPTs as per the threshold provided under Regulation 23(1) of the SEBI LODRRegulations on the basis of the aggregate value of the transactions entered into with any related party in a financial year, irrespectiveof the number of transactions or contracts involved.
b. In the event the aggregate value of the related party transactions, calculated as provided in clause (a), exceeds the materialitythreshold provided under Regulation 23(1), the Company shall obtain approvals as mandated under Regulation 23(4) of the SEBILODR Regulations.
The Company has filed an Appeal on 5th August 2024 against the aforementioned Order of SEBI before the Securities Appellate Tribunal andsubsequent to multiple adjournments the hearing is now fixed for 10 & 11 June, 2025. Accordingly, the matter is currently sub-judice.
Management regularly evaluates the business and regulatory risks, including the above matters and it recognises the related uncertaintiesaround their ultimate outcomes, the impact of which, if any, is not presently ascertainable.
51. As an integral part of the JV Agreement dated 24th March, 2020, which was duly approved by the Board of Directors of the Company on24th March, 2020, the Company and Praxair India Private Limited (PIPL), a fellow subsidiary, agreed to have an aligned approach towardscustomers across India based on criteria like, proximity to existing plants of both the companies, incumbency, availability of technology,availability of plant configurations or suitable product lines, ability to offer the cheapest solution, compliance with the competition law,etc. In order to avoid conflict, new onsite air gas business with limited merchant credit is to be pursued based on factors like incumbencyor technology advantage and competitiveness and new onsite air gas business with significant merchant credit is to be pursued based ongeographical regions. Any expansions and/or renewals of existing business is guided by the principle of incumbency - where the entityalready having an existing business relationship will get to bid for any expansions and/or renewals related to such existing business.Allocation of new merchant business between the Company and PIPL is determined on incumbency and in the absence of incumbency
it is determined on geographical basis, and this has been enunciated in the JV agreement. Accordingly, the Company will handle new
merchant business exclusively in Eastern India, Northern India, and Western India (excluding Industrial Bulk Business in Maharashtra)whilst PIPL will handle new merchant business in South India, Central India and in the Industrial Bulk Business in Maharashtra. Further, theproject engineering business was agreed to be pursued solely by the company and the CO2 and HYCO & PST business was agreed to bepursued solely by PIPL. The allocation of business has been agreed mutually in a transparent and equitable manner and is based on soundbusiness principles, efficiency of logistics and judgement. The Board and the Management have ensured that the Company's legitimatebusiness interests have been sufficiently protected and are not jeopardized due to such allocation. SEBI, vide its Order dated July 24, 2024was of the view that (a) this business allocation, though characterized as a division of future business rather than a current transaction,effectively alters the distribution of business opportunities between the related parties; (b) such arrangements can result in a redistributionof corporate business and opportunities that would otherwise benefit the company; (c) this seemingly benign but arbitrary reallocationof business presents a potential risk to the future growth prospects of the Company, which may not serve the best interests of the publicshareholders. In SEBI's view, transactions of this nature must be subjected to rigorous scrutiny and require approvals akin to traditionalRPTs to ensure that investor interests are safeguarded. It also held that the business allocation between the Company and PIPL prima facieconstitutes a transfer of resources by a listed company to a related party and that this transfer should have been preceded by a valuationexercise or financial impact analysis to enable the Board of the Company to make an informed decision.
The directions issued in respect of JV agreement and allocation of business between the Company and PIPL are summarized below:
a. NSE shall appoint a registered valuer to carry out a valuation of the business foregone and received, including by way of geographicallocation, in terms of Annexure IV of the JV&SHA.
b. NSE shall share the valuation report received from the valuer appointed in compliance with the directions contained in this Order withthe Company and SEBI.
c. The Company shall within two weeks of receiving the valuation report place it before the Audit Committee and the Board.
d. The Company shall make a disclosure on the stock exchanges providing a summary of the key observations in the valuation reportalong with management comments on the same.
SEBI, in its order dated July 24, 2024, has also stated that in respect of the allegations concerning the business allocation under the JV&SHA,further course of action will be determined post receipt of the valuation report and that the role/ culpability of the Directors/ Officers of theCompany, if any, for issues covered under this Order, will also be addressed separately.
Pursuant to the aforementioned SEBI order dated July 24, 2024, NSE appointed a valuer to carry out the valuation against which theCompany additionally approached SAT for stay on the said valuation exercise which was rejected by SAT vide its order dated September 13,2024. Subsequently, the Company appealed before the Hon'ble Supreme Court against the SAT order dated September 13, 2024 which wasrejected by Hon'ble Supreme Court vide its order dated September 23, 2024. The valuer appointed by NSE commenced the valuation exerciseand the information shared with the valuer shall be treated as Unpublished Price Sensitive Information. SEBI subsequently, communicatedabout a change in registered valuer which had been objected by the Company. On 12 February 2025 the matter was heard by the Tribunal.On 17 April 2025 the Tribunal confirmed the appointment of new valuer and advised the Company to provide the information/data to theValuer within six (6) weeks from the date of hearing. The Company is in the process of collating and sharing the information with the Valuer.
The dividends declared by the Company are based on the profits available for distribution as reported in the financial statements of theCompany. On 23 May 2025, the Board of Directors of the Company have proposed a dividend of Rs. 12 per share including a specialdividend of Rs. 7.50 per share for the year ended 31 March 2025, subject to the approval of shareholders at the Annual General Meeting. Ifapproved, the dividend would result in a cash outflow of Rs. 1,023.41 million.
53. The standalone financial statements for the year ended 31 March 2025 were approved by the Board of directors and authorized forissue on 23 May 2025.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of Board of Directors of(Firm Registration Number: 304026E/E300009) Linde India Limited
CIN: L40200WB1935PLC008184
PRAMIT AGRAWAL M DEVINE A BANERJEE S R AMARTHALURU
Partner Chairman Managing Director Director
Membership Number: 099903 DIN : 10042702 DIN : 08456907 DIN :0008231 3
N KJUMRANI ADHANUKA
Place: Bengaluru Chief Financial Officer Company Secretary
Date: 23 May 2025 ACA: 065258 ACS: 23872