1. We have audited the accompanying standalone financial
statements of Linde India Limited ("the Company"), which
comprise the Standalone Balance Sheet as at March 31, 2025,
and the Statement of Standalone Profit and Loss (including
Other Comprehensive Income), the Statement of Standalone
Changes in Equity and the Statement of Standalone Cash
Flows for the year then ended, and notes to the standalone
financial statements, including material accounting policy
information and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, except for the
indeterminate effect as laid out in the Basis for Qualified
Opinion section our report below, the aforesaid standalone
financial statements give the information required by

the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, and
total comprehensive income (comprising of profit and other
comprehensive income), changes in equity and its cash flows
for the year then ended.

Basis for Qualified Opinion

3. We draw attention to Note 50 to the standalone financial
statements, which explains the management's assessment
of related party transactions with reference to the Securities
and Exchange Board of India ("SEBI") (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
("SEBI LODR"). Management has applied the materiality
threshold of 10% or more of the annual consolidated turnover
of the Company to the value of each contract with a related
party consisting of individual or multiple transactions and not
by aggregating the value of all contracts with each related
party to evaluate whether it has breached the materiality
threshold and therefore would require shareholders' approval
as per SEBI LODR. SEBI, in its Order dated July 24, 2024 (the
"SEBI Order") has concluded that the materiality threshold
has to be applied on an aggregate basis considering all

transactions during the financial year with a related party. The
Company had filed an appeal on August 05, 2024 against the
aforementioned SEBI Order before the Securities Appellate
Tribunal which is pending disposal. In view of ongoing
regulatory and legal proceedings, the probable consequences
and related implications on the standalone financial
statements are presently not determinable.

4. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the "Auditor's Responsibilities for the Audit of the
Standalone Financial Statements" section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our qualified opinion.

Emphasis of Matter

5. We draw attention to Note 51 to the standalone financial
statements regarding the directions in Securities and
Exchange Board of India ("SEBI") Order dated July 24, 2024
(the "SEBI Order") directing National Stock Exchange of India
Limited to appoint a registered valuer to carry out a valuation
of the 'business foregone and received', including by way

of 'geographic allocation' in terms of the Joint Venture and
Shareholders Agreement between the Company and Praxair
India Private Limited, a fellow subsidiary. The Company has
filed an appeal on August 5, 2024 against the aforementioned
SEBI Order before the Securities Appellate Tribunal which is
pending disposal. National Stock Exchange has appointed a
valuer and the valuation exercise has been initiated. There
are significant uncertainties associated with the outcome of
the ongoing regulatory and legal proceedings with regard to
this matter, the impact of which on this standalone financial
statements is presently not ascertainable.

Our opinion is not modified in respect of this matter.

Key audit matters

6. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to
the matter described in the Basis for Qualified Opinion section, we have determined the matter described below to be the key audit
matter to be communicated in our report.

Other Information

7. The Company's Board of Directors is responsible for the other
information. The other information comprises the Directors'
Report & Management Discussion and Analysis and Report on
Corporate Governance (but does not include the standalone
financial statements and our auditor's report thereon), which
we obtained prior to the date of this auditor's report, and
additional information excluding those referred above that
would be included in the Annual report, which is expected to
be made available to us after that date.

Our opinion on the financial statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements, or our knowledge obtained in the audit,
or otherwise appears to be materially misstated.

If, based on the work we have performed on the other
information that we obtained prior to the date of this auditor's
report, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We
have nothing to report in this regard.

When we read the additional information, as mentioned
above, that would be included in the Annual report, if we
conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with
governance and take appropriate action as applicable under
the relevant laws and regulations.

Responsibilities of management and those charged
with governance for the standalone financial
statements

8. The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

9. In preparing the standalone financial statements, Board of
Directors is responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

10. Those Board of Directors are also responsible for overseeing
the Company's financial reporting process.

Auditor's responsibilities for the audit of the
standalone financial statements

11. Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
qualified opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
of these standalone financial statements.

12. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional scepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
qualified opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to standalone financial
statements in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company's ability

to continue as a going concern. If we conclude that

a material uncertainty exists, we are required to
draw attention in our auditor's report to the related
disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. Howeve
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

13. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identif
during our audit.

14. We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

15. From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interes
benefits of such communication.

Report on other legal and regulatory requirements

16. As required by the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, we give
in the Annexure B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

17. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, except as described in the Basis for
Qualified Opinion section of our report above, proper
books of account as required by law have been kept by
the Company so far as it appears from our examination
of those books, except for back up of certain books

of account and other books and papers maintained
in electronic mode (which, however, have been
maintained from January 1, 2025), and backup of audit
trail (edit log) of books of account, which has not
been maintained on a daily basis on servers physically
located in India; and the matters stated in paragraph
17(h)(vi) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014 (as
amended) ("the Rules").

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Statement of Standalone
Changes in Equity and the Statement of Standalone Cash
Flows dealt with by this Report are in agreement with
the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting Standards
specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors, taken on record by the Board of
Directors, none of the directors is disqualified as on
March 31, 2025, from being appointed as a director in
terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 17(b) above on reporting under
Section 143(3)(b) and paragraph 17(h)(vi) below on
reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure A".

(h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,

2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 20, Note 36,

Note 50 and Note 51 to the financial statements.

ii. The Company was not required to recognise
a provision as at March 31, 2025 under the
applicable law or Indian Accounting Standards, as
it does not have any material foreseeable losses
on long-term contracts. The Company did not have
any derivative contracts as at March 31, 2025.

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company
during the year.

iv. (a) The management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether directly or indirectly, lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to
the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the

Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and (b)
contain any material misstatement.

v. The dividend declared and paid by the Company
during the year and until the date of this audit
report is in compliance with Section 123 of the Act.

vi. Based on our examination, which included
test checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility that has operated throughout
the year for all relevant transactions recorded
in the software, except that the audit trail is
not maintained at the application level for
modification, if any, by certain users with specific
access and for direct database changes. During
the course of performing our procedures, other
than the aforesaid instances of audit trail not
maintained where the question of our commenting
does not arise, we did not notice any instance of
audit trail feature being tampered with. Further,
the audit trail, to the extent maintained in the
prior year, has been preserved by the Company as
per the statutory requirements for record retention.

18. The Company has paid/ provided for managerial remuneration
in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Pramit Agrawal

Partner

Membership Number: 099903

UDIN: 25099903BMOUPM3259

Place: Bengaluru

Date: May 23, 2025