The Directors have pleasure in submitting their Report together
with the Audited Financial Statements of your Company for the
financial year ended 31 March 2025.

The Company's standalone financial performance for the financial
year ended 31 March 2025 is summarized below:

#Pertains to dividend for the financial year ended 31 March 2024 @ 120%
including special dividend (Previous year @ 120% including special dividend for
the financial year ended 31 March 2023 comprising of fifteen months period) on
85,284,223 equity shares of Rs.10 each.

Financial Performance for the Year ended
31 March 2025

Your Company has recorded a total revenue from operations of
Rs. 24,854 million during the financial year ended 31 March
2025 as compared to Rs. 27,687 million in previous financial year
showing decline of 10.2% y-o-y.

Despite a challenging start, Gases Division recorded a humble
growth of 2% y-o-y, growing from Rs. 20,006 million to Rs. 20,408

million, whereas the Project Engineering Division business recorded
a decline in revenue by 42.1% y-o-y from Rs.7,681 million to
Rs. 4,446 million. The growth in Gases revenue was driven by high
gas demand across all key sectors and strong pricing discipline.
Gases consumption in metal sector continued to be on the higher
side in line with sectoral growth. The Project Engineering business
finished many project deliveries successfully in current year and
continue to bask in healthy third party order book position while
supporting growth capex projects strongly.

During the year, your Company achieved earnings before interest,
taxation, depreciation and amortization (EBITDA) of Rs. 8,329
million as compared to Rs. 7,793 million in the previous financial
year, representing a growth of 6.9% y-o-y.

This increase in operating profit was driven mainly from increased
liquid demand from Onsite segment in line with metal sector
growth, impressive pricing discipline across merchant & packaged
business and sustained growth in health care volumes. The
productivity initiatives continue to improve operations and drive
cost efficiencies supporting improved margins.

The total depreciation for the year ended 31 March 2025 increased
from Rs. 2,009 million in previous financial year to Rs. 2,138
million in current year due to commercialization of new sites and
capitalization of spends.

Profit before tax (PBT) shows an incremental profit of Rs. 354
million, representing an impressive growth of 6.2% y-o-y,
translating from quality sales, strong pricing and cost productivity.

The total tax expenses for financial year ended 31 March 2025
comes to Rs. 1,587 million as against Rs. 1,448 million in the
previous financial year.

Profit after tax (PAT) for the year stood at Rs. 4,478 million as
against Rs. 4,263 million for the year ended 31 March 2024
reflecting 5% growth.

Dividend

Your Board has recommended a dividend of 120% (Rs. 12/- per
equity share) which comprises of a normal dividend of 45%

(Rs. 4.50 per equity share) and a special dividend of 75% (i.e.,

Rs. 7.50 per equity share) on 85,284,223 equity shares of Rs.10/-
each in the Company for the financial year ended 31 March 2025,
as against a dividend of 120% (Rs. 12/- per equity share) for the
financial year ended 31 March 2024, which comprised of a normal
dividend of 40% (Rs. 4/- per equity share) and a special dividend
of 80% (Rs. 8/- per equity share).

The Board's recommendation for dividend has been made after
considering the sustainability of the operating performance and
cash flow position of the Company and is in line with its Dividend
Distribution Policy. The dividend is subject to the approval of
the shareholders at the ensuing 89^th Annual General Meeting
scheduled to be held on Thursday, 14 August 2025 and will be paid
to the Members whose names appear in the Register of Members
on the date of the Book Closure fixed for this purpose. This dividend
will result in cash outgo of Rs. 1,023.41 million equivalent to
the financial year ended 31 March 2024. The dividends paid or
distributed by the Company shall be taxable in the hands of the
shareholders. Your Company shall, accordingly, make the payment
of the Dividend after deduction of tax at source as per the
provisions of the Income Tax Act, 1961.

The Board has not recommended any transfer to general reserves
from the profits during the year under review.

The Dividend Distribution Policy is annexed to this report and
is also available on the Company's website at https://assets.
linde.com/-/media/global/apac/linde-india-limited/investor-
relations/codes-and-policies/dividend-distribution-policyfinal-
liltcm526660614.pdf [Annexure-1]

Consolidated Financial Statements

Although the Company does not have any subsidiary, as per the
requirement of Section 129(3) of the Companies Act, 2013 and the
applicable Indian Accounting Standard 110 issued by the Institute
of Chartered Accountants of India, your Company has prepared
consolidated financial statements for the financial year ended 31
March 2025 together with its joint venture company, Linde South
Asia Services Private Limited. The said consolidated financial
statements of the Company form part of the Annual Report. The
Company is not required to consolidate the accounts of Bellary
Oxygen Company Private Limited, another joint venture company
as the equity method of accounting is not applicable since it is
classified as "investments held for sale." The Company also has
three Associates as on 31 March 2025, viz. Avaada MHYavat Private
Limited, FPEL Surya Private Limited and Zenataris Renewable
Energy Private Limited. The financials of the said Associates have
not been consolidated with the financials of the Company for the
reasons more specifically explained in Note1 of the Notes to the
Consolidated Financials Statements forming part of this Annual
Report. However, since the Company does not have a subsidiary,
the compliance under Section 136 about separate financial
statements do not apply to it.

Details of Joint Venture and Associate Companies

As on 31 March 2025, the Company had two joint ventures and
three associates respectively, whose details are provided below:

Joint Ventures

Bellary Oxygen Company Private Limited

Bellary Oxygen Company Private Ltd. is a joint venture of the
Company in the gases business with Inox Air Products Private
Limited as the other JV partner and both JV partners own 50% of
the issued and paid-up share capital of the joint venture company.
The said joint venture company operated an 855 tpd Air Separation
Unit at Bellary, Karnataka for supply of gases under a long-term gas
supply agreement to JSW Steel Ltd.'s works at Bellary. As mentioned
in the Annual Reports of the previous years in the update on
Belloxy Divestment Business, upon the expiry of the gas supply
contract with JSW Steel Ltd. on 14 November 2021, Bellary Oxygen
Company Private Limited signed and executed the Asset Sale
Agreement with JSW Steel Ltd. Your Company has subsequently filed
the closure report with the Competition Commission of India (CCI)
and it is proposed to liquidate the joint venture company. Pursuant
to Section 129(3) of the Companies Act, 2013, a statement
containing salient features of the financial statements of the joint
venture company in the prescribed Form AOC-1 is annexed to this
report. [Annexure-2]

Linde South Asia Services Private Limited

Linde South Asia Services Private Limited is a joint venture company
between Linde India Ltd. and Praxair India Private Limited, with
both the JV partners owning 50% each of its total issued and paid-
up equity share capital. Linde South Asia Services Private Limited
has an Operation and Management (O & M) Services Agreement
with both the JV partners, under which, the joint venture company
renders O&M Services to both Linde India Ltd. and Praxair India
Private Limited, which consists of carrying out all support services
relating to functions such as Procurement, SHEQ, Human Resources,
Finance, IT, Legal, Administration, Business Development, Onsite
Account Management, Sales & Marketing, Product Management,
etc. on an arms' length basis.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement
containing salient features of the financial statements of the joint
venture companies in the prescribed Form AOC-1 is annexed to this
report. [Annexure-2]

Associates

Avaada MHYavat Private Limited

Avaada MHYavat Private Limited (formerly known as Avaada
HNSirsa Private Limited) is engaged in the business of establishing,
commissioning, setting up, operating and generation of electricity
through renewable energy sources such as wind, solar, bio-mass,
hydro, geothermal, co-generation and/or any other means in India
or elsewhere, including transmission, distribution, supply and sale
of such power either directly or through transmission lines and
facilities of Central/ State Governments or Private Companies or
Electricity Boards to industries and to Central/ State Government

and other consumers of electricity including captive consumption.
Your Company has invested a sum of Rs. 114 million towards
subscription of 1 1,375,000 equity shares of Avaada MHYavat
Private Limited representing 26% of the total paid-up capital of
the said Associate during the 15 months period ended 31 March
2023. These investments were made with an objective to purchase
renewable power under captive mechanism, resulting in a lower
tariff and consequent cost savings.

FPEL Surya Private Limited

FPEL Surya Private Limited is engaged in the business of
establishing, commissioning, setting operation and generation
of electricity through renewable energy source such as wind,
solar, and/or any other means in India or elsewhere, including
transmission, distribution, supply and sale of such power either
directly or through transmission lines and facilities of Central/State
Governments or Private Companies or Electricity Board to industries
and to Central/State Government and other consumers of electricity
including captive consumption. Your Company has invested a sum
of Rs. 76.95 million towards subscription of 1,539,000 equity shares
of FPEL Surya Private Limited. representing 26% of the total paid-up
capital of the said Associate during the 15 months period ended
31 March 2023. These investments were also made with an
objective to purchase renewable power under captive mechanism,
resulting in a lower tariff and consequent cost savings.

Zenataris Renewable Energy Private Limited

Zenataris Renewable Energy Private Limited was incorporated on
8 October 2018 and is engaged in the business of establishing,
commissioning, operation and generation of electricity through
renewable energy source such as wind, solar and/or any other
means in India or elsewhere, including transmission, distribution,
supply and sale of such power either directly or through
transmission lines and facilities of Central/State Governments or
Private companies or Electricity Board to industries and to Central/
State Government and other consumers of electricity including
captive consumption. The Company had during the year ended
31 March 2024, invested a sum of Rs. 410.90 million towards
subscription of 7,196,147 equity shares of Zenataris Renewable
Energy Private Limited representing 23.96% of the total paid-up
capital of the said Associate. During the year ended 31 March 2025,
your Company made a further investment of Rs. 350 million towards
subscription of 5,728,314 equity shares of Zenataris Renewable
Energy Private Limited representing 27% of the total paid-up
capital of the said Associate. These investments were also made
with an objective to purchase renewable power under captive
mechanism, resulting in a lower tariff and consequent cost savings.
As on 31 March 2025, the cumulative shareholding of the Company
in Zenataris Renewable Energy Private Limited was 27%.

Pursuant to Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of
the associate companies in the prescribed Form AOC-1 is annexed
to this report. [Annexure-2]

Business Segments

Your Company's business has two broad segments, viz. Gases
& Related Products and Project Engineering in line with the
operating model of the Linde Plc Group. The details about these
business segments together with the industry developments
are given below:

Gases & Related Products

The gases business is capital intensive by nature as it requires large
investments in setting up of air separation units as well as new
packaged gases sites. The supply chain in the gases business also
requires significant investments in the form of distribution assets
and storage networks to service bulk volumes as well as in the form
of cylinders to service relatively smaller volumes in packaged gases
business. The industry comprises major users in steel, chemicals
and refinery sectors and a large number of merchant liquid
customers primarily in metal, glass, automobile, petrochemicals and
pharmaceutical sectors, besides customers for medical gases. New
applications continue to provide growth opportunities. This growth
also gets supported by the outsourcing of gases requirement under
a 'Build Own Operate' (BOO) type of supply scheme opportunities.

The Gases & Related Products segment comprises of pipeline gas
supplies (Onsite) to large industrial customers, mainly the primary
steel, glass and chemical industries, supply of liquefied gases
through cryogenic tankers (Bulk) to cater to mid-size demands
across a wide range of industrial sectors and compressed gas
supply in cylinders (Packaged Gas) for meeting smaller demand for
gases mainly across fabrication, manufacturing and construction
industry. The primary production of gases (oxygen, nitrogen and
argon) is mostly achieved through cryogenic distillation of air in Air
Separation Units (ASUs). Oxygen, Nitrogen and Argon can also be
produced in the gaseous state and supplied through pipeline to the
Onsite customers or produced in liquid form and stored in insulated
cryogenic tanks for supply to Bulk customers or further processed
in the Packaged Gas plants to bottle compressed gas in cylinders.
The strategy of the bulk and packaged gas business continues
to focus on building density and sustaining market leadership
through application led gas sales and enhanced service levels.

The Healthcare business, an important part of the Gases business,
provides high quality gases for pharmaceutical use such as medical
oxygen, synthetic air and nitrous oxide in addition to providing
state of the art medical gas distribution systems to major hospitals.

Industry Update

The fiscal year 2024-25 unfolded against a backdrop of heightened
global macroeconomic uncertainty, marked by a complex interplay
of persistent inflation, diverging monetary policy stances, and rising
geopolitical and trade tensions. The anticipated disinflationary
path in advanced economies proved uneven, delaying rate
cuts and keeping global yields elevated for much of the year.

Global manufacturing had slowed, especially in Europe and
some parts of Asia, because of supply chain disruptions and
overall weak demand.

India has seen a significant transition in 2024-25. Accomplishments
in majority of fields throughout the financial year cemented India's
position as a global powerhouse. From social reforms to policy,
from technological advancements to economic resilience, India
handled the difficulties of a world that was changing quickly with
remarkable perseverance and strategic vision. India's GDP grew
by 6.4 % in 2024, making it the world's fastest-growing major
economy. The country's FDI inflows crossed an all-time high of US$1
trillion, signalling increased global investor confidence. Exports
reached a record US$778 billion, further bolstering the economy.
The unemployment rate fell to 3.2%, the lowest in recent years, as
India's economy showed signs of full recovery. Additionally, Bank
NPAs fell to 2.7% in 2024, down from 11.1% in 2018, reflecting the
efficacy of financial reforms.

Estimates indicate that India's real GDP increased by 6.4% in
FY 2024, driven primarily by services and agriculture sector.

The manufacturing industry faced challenges due to domestic
seasonal conditions and weak global demand. Stability in
private consumption reflected steady domestic demand. Healthy
remittance growth, sustained improvement in the quality of public
expenditure, healthy balance sheets of corporates, orderly financial
markets and fiscal restraints all contributed to macroeconomic
stability. When combined, these elements provided India with a
solid foundation for sustained growth.

Despite global headwinds, India remained the fastest-growing
major economy in 2024-25, with growth estimate for 2025-26
holding above 6% (RBI: 6.5%, World Bank: 6.3%, OECD: 6.4%)
despite modest downgrades. On the back of continuous reforms,
the investment-led growth process and sound macro-policy
setting are expected to help sustain India's lead as the fastest
growing major economy in the world. Headwinds to growth
include elevated geopolitical and trade uncertainties and possible
commodity price shocks.

The government has implemented targeted supply-side measures,
such as restricting exports to increase domestic availability,
lowering petrol and diesel excise duties, releasing food grains from

buffer stocks to the market, lowering tariffs to lower the cost of
some imported foods, and limiting the use of sugarcane molasses
to produce ethanol, among other things. Merchandise exports fell
10.9% year-on-year in February, mostly because of base effects
and sluggish global demand, though exports increased slightly
by 0.1% to US$35.6 billion between April 2024 and February
2025. Ores, rice and electronics are the top performing export
sectors. The demand for domestic investment was reflected in the
continued strength of imports of industrial and machinery items.

Steel Sector: The usage of metals has been one of the main
drivers of industrialization. A nation's economic development is
often gauged by its steel consumption and output. Easy availability
of low-cost manpower and presence of abundant iron ore reserves
make India competitive in the global set up.

India produced 110.99 metric tons (MT) of crude steel and 106.86
MT of finished steel between April and December 2024. During
the same period, 111.25 MT of finished steel were consumed
domestically, 3.60 MT were exported, and 7.28 MT were imported.
According to the data released by the Department for Promotion of
Industry and Internal Trade (DPIIT), between April 2000-September
2024, Indian metallurgical industries attracted FDI inflows of INR
1 10,062 crores (US$ 18.06 billion). Production Linked Incentive (PLI)
scheme was notified by the government in July 2021 to promote
the manufacturing of specialty steel within the country and reduce
imports by attracting investments. The anticipated additional
investment under the PLI Scheme for Specialty Steel is INR 27,106
crores (US$ 3.14 billion), downstream capacity creation of around
24 million tonnes and a direct employment generation of 14,760.
Covering 5 key product categories, the scheme eases norms to
reduce imports, enhance domestic manufacturing, and improve
energy efficiency.

By 2030-31, it is projected that the yearly production of steel will
surpass 300 MT. At 85% capacity utilization, crude steel output is
expected to reach 255 MT by 2030-31, resulting in the production
of 230 MT of finished steel. By 2030-31, consumption is predicted
to reach 206 MT with net exports of 24 MT. This means that it is
projected that the per capita consumption of steel will increase to
160 kgs from 86.7 kgs in FY 2023. The government has also fixed
the objective of increasing rural consumption of steel from the
current 19.6 kg per capita to 38 kg per capita by 2030-31.

Automotive Sector: India has about 63.73 Lakh km of road
network, which is the 2^nd largest in the world. The automobile
sector contributes roughly 6% of India's GDP. During FY 2023-24,
India exported 4.5 million units in all categories, including 672,105
passenger vehicles and 3.45 million two-wheelers. The nation is
also making strides in sustainable mobility, with 4.4 million EVs
registered by August 2024, including 956,000 in the first eight
months of 2024, and a 6.6% market penetration rate. In the 2024¬
25 Budget, the government allocated INR 2,671.33 crores under
the Faster Adoption and Manufacturing of Hybrid & Electric Vehicles
in India (FAME) scheme with the goal of exempting imports of
essential minerals required to manufacture EV cell components
from customs tariffs. A report by the India Energy Storage Alliance
estimates that the EV market in India is likely to grow at a CAGR
of 36% until 2026. The two-wheeler segment dominates the
market in terms of volume, owing to a growing middle class and
a huge percentage of India's population being young. Moreover,
the growing interest of companies in exploring the rural markets
further aided the growth of the sector. The rising logistics and
passenger transportation industries are driving up demand for
commercial vehicles. India enjoys a strong position in the global
heavy vehicles market as it is the largest tractor producer, 2^nd
largest bus manufacturer and 3^rd largest heavy truck manufacturer
in the world.

The automobile components sector directly employed about 1.5
million people and contributed 2.3% of India's GDP. The industry is
expected to account for 5-7% of India's GDP by 2026. According to
the Automotive Mission Plan (2016-26), 3.2 million new jobs will
be directly created by 2026.

Electronics Sector: By 2025, India will be the world's fifth-largest
consumer of electronic goods and the world's second-largest
producer of mobile phones. India is home to a significant amount
of expertise for embedded software and electrical chip design
and it is one of the biggest consumer electronics marketplaces in
the Asia Pacific region. By 2025-26, India has pledged to produce
electronics valued at US$300 billion and export US$120 billion.

In keeping with the budget's emphasis on environmentally friendly
transportation, Ministry of Heavy Industries (MHI) informed
that India intends to introduce a new program to encourage the
purchase of electric vehicles and upgrade charging infrastructure.

Out of the top 17 economies in the world, India's economy is
digitizing at the 2^nd fastest rate. By 2026, the Indian government
aspires electronics goods to rank among the country's top two
or three exports. By 2025, the Indian electronics manufacturing
sector is expected to generate US$520 billion. It is anticipated
that the demand for electronic items will increase from US$33
billion in FY 2020 to US$400 billion by FY 2025. The market for
electronics systems is anticipated to grow by 2.3 times its present
size (FY 2019) to reach US$160 billion by FY 2025. The Prime
Minister set the groundwork for three semiconductor projects
in March 2024, investing a total of more than INR 1.25 lakh
crore (US$ 15.02 billion), establishing India as a major hub for
semiconductors worldwide.

Infrastructure Sector: Infrastructure development is essential if
India is to achieve its goal of having a US$5 trillion economy by
2025. Together with other programs like "Make in India" and the
Production-Linked Incentives (PLI) scheme, the government is
continuing the National Infrastructure Pipeline (NIP) to boost the
expansion of the infrastructure industry.

The government has established a provisional target of constructing
10,421 km of national highways in FY 2025, reflecting a 15%
decrease from last year's achievement due to delays in state
clearances caused by the extended election process. National

highway construction in India increased at 9.3% CAGR between
FY 2016-FY 2024. In FY 2024 approximately 12,349 km of National
Highways have been constructed.

In June 2024, the Government of India approved the establishment
of a Major Port at Vadhavan, Maharashtra, with an estimated cost
of Rs. 76,220 crore (US$ 9.14 billion), aiming to enhance EXIM
trade capacity and accommodate mega vessels, while facilitating
public-private partnerships for infrastructure development.

Real estate sector in India is expected to reach US$ 1 trillion in
market size by 2030, up from US$ 200 billion in 2021 and contribute
13% to the country's GDP by 2025. In the Union Budget 2024-25,
under PM Awas Yojana Urban 2.0, housing needs for 1 crore urban
poor and middle-class families will be met with a INR 10 lakh crore
(US$ 120.16 billion) investment, including INR 2.2 lakh crore (US$
26.44 billion) in central assistance over the next 5 years. In the
2024-25 Interim Budget, Union Minister of Finance announced a
boost for India's affordable housing sector by adding 2 crores of
more houses to the flagship scheme PMAY-U. The current shortage
of housing in urban areas was estimated to be ~10 million units.

An additional 25 million units of affordable housing are required by
2030 to meet the growth in the country's urban population.

Defence Sector: The Ministry of Defence (MoD) received a budget
of INR 6.81 lakh crore (US$ 78.7 billion) in 2025-26. This is a 9.5%
year-over-year increase from the 2024-25 budget. Among these,

INR 1.80 lakh crore (US$ 20.8 billion) was set aside for capital
expenditures, which included buying new warships, aircraft,
weapons, and other military equipment. For the Border Roads
Organization's (BRO) capital expenditures, a budget of INR 7,146
crore (US$ 825.7 million) was announced. With an aim of INR
50,000 crore (US$ 5.8 billion) by 2029, defence exports surpassed
INR 21,000 crore (US$ 2.43 billion) in CY 2024.

The government has established two Defence Industrial Corridors (DICs)
in the country, one in Uttar Pradesh called the Uttar Pradesh Defence

Industrial Corridor (UPDIC) and the other in Tamil Nadu called the Tamil
Nadu Defence Industrial Corridor (TNDIC), with the goal of attracting INR
10,000 crore (US$ 1.31 billion) in investment in each.

The Indian defence sector offers substantial opportunities across
key segments, driven by significant budget allocations and a focus
on modernization and self-reliance:

• Aerospace: The defence aerospace sector alone accounts
for INR 432,700 crore (US$ 50 billion) in investment
opportunities, covering aircraft, helicopters, UAVs, avionics
and related systems.

• Shipbuilding: Defence shipbuilding presents opportunities
worth INR 328,852 crore (US$ 38 billion) for naval vessels,
submarines, patrol boats and support ships.

• Missiles and Artillery: Investments in missiles, artillery
and gun systems are projected to reach INR 181,734 crore
(US$ 21 billion).

Healthcare & Pharma Sector: The hospital market, valued at
US$ 98.98 billion in 2023, is expected to reach US$ 193.59 billion
by 2032, growing at a CAGR of 8.0%. Launched in response to the
Covid-19 pandemic, the Pradhan Mantri-Ayushman Bharat Health
Infrastructure Mission (PM-ABHIM) seeks to enhance healthcare
infrastructure across rural and urban frameworks, with an outlay of
INR 64,180 crores (~US$ 7.40 billion)
till 2025-26.

Market size of Indian pharmaceuticals industry is expected to reach
~US$ 130 billion by 2030 and US$ 450 billion market by 2047.
According to the government data, the Indian pharmaceutical
industry is worth approximately US$ 50 billion with over US$ 25

billion of the value coming from exports. About 20% of the global
exports in generic drugs are met by India.

In March 2024, Union Minister for Chemicals & Fertilizers and Health
& Family Welfare inaugurated 27 greenfield bulk drug park projects
and 13 greenfield manufacturing plants for medical devices. The
government has allocated INR 99,858 crore (US$ 11.50 billion)
to the healthcare sector in the Union Budget 2025-26 for the
development, maintenance and enhancement of the country's
healthcare system. This reflects a 9.78% increase from the previous
allocation of INR 90,958 crores (US$ 10.47 billion) in FY 2025.

Renewable Energy: India's renewable energy sector opens new
possibilities as the world shifts its focus to sustainability. India has
made great progress in diversifying its energy mix over the last ten
years, progressively lowering its reliance on traditional fossil fuels,
and establishing an improved goal of 500 GW of non-fossil fuel-
based energy by 2030 at the COP26.

As per the Central Electricity Authority (CEA) estimates, by 2029-30,
the share of renewable energy generation would increase from
18% to 44%, while that of thermal is expected to reduce from
78% to 52%. The CEA also estimates India's power requirement to
grow to reach 817 GW by 2030. As of July 2024, Renewable energy
sources, including biomass, waste to power and waste to energy,
have a combined installed capacity of 150.27 GW. Non-fossil
sources account for 44.72% of the installed electricity capacity as
of October 2024. Our country is targeting about 450 Gigawatt (GW)
of installed renewable energy capacity by 2030 - about 280 GW
(over 60%) is expected from solar. As of September 2024, India's
cumulative installed solar capacity stood at 89.1 GW, with utility-
scale projects comprising over 86% and rooftop solar accounting
for nearly 14%. Solar power now constitutes approximately 20%
of India's total installed power capacity and over 44% of its
renewable energy capacity.

The Production Linked Incentive (PLI) Scheme for the National
Programme on High Efficiency Solar PV Modules is being
implemented by the Indian government as of January 2, 2024, with
the goal of reaching gigawatt-scale production capability. With the
support of subsidies and concessional loans, the Prime Minister
introduced the PM Surya Ghar Muft Bijli Yojana in February 2024,
providing one crore families with free rooftop solar electricity.

Your Company continues sourcing of renewable energy (RE) - both
solar and wind - at 98 Million Units per annum (MU pa) through
long term contracts under intra-state open access captive scheme.
2024-25 saw the Company starting to source 19 MU pa Solar RE
under Inter-State Transmission System open access captive scheme
(ISTS) at Dahej and Rourkela ASU sites. The Company has completed
the setup for sourcing ISTS RE at 2 ASUs at SriCity and Selaqui. The
Company has contracted 425 MU pa ISTS hybrid RE supply for the

upcoming ASU operation at Tata Kalinganagar site. The Company is
also exploring RE sourcing for its onsite plants in customer premises
at Rourkela, Tata 2550.

Additionally, the Company continues to operate Rooftop Solar
Power Plants of total capacity 914 KW-peak across 8 sites in
country and is looking to setup a rooftop Solar Power Plant at the
new PMW site at Jamshedpur.

Gases Performance

Onsite: The Company continued to optimize plant operations with
a view to improve specific power in various plants on an ongoing
basis including multiple productivity initiatives along with sourcing
of renewable energy through long term contracts.

Merchant Bulk: Merchant Bulk business witnessed strong positive
growth in revenues at 2.1% increase against FY 2024. Your
Company achieved the highest ever liquid loading in FY 2025. As
committed, in order to cater to the rising demand in North India,
a 250 tpd merchant ASU at Ludhiana, Punjab was successfully
commissioned, marking our second merchant Air Separation Unit
(ASU) in the region after Selaqui (Uttarakhand). Strong demand
has also led to robust plant loading and operational performance.
The Dahej 250 tpd ASU, commissioned in FY 2023-24, also recorded
maximum loading during the year, reflecting strong market
demand.

The Bulk business segment saw a strong growth in Liquid Nitrogen,
driven by increased demand from the Electronics and Food &
Beverage (F&B) sectors. Key opportunities in the Electronics
segment emerged from rapid capacity expansion in the PV Solar
industry and new investments in semiconductor packaging. The
segment also focused on innovative applications such as LIN dosing
for water treatment, bottom chilling etc.

Liquid Oxygen demand remained steady, supported by healthy
offtake from steel plants in the East. Expansion initiatives by steel
producers are expected to sustain demand in the near future. The
Company has also continued the momentum of growing its Liquid
Medical Oxygen business at government run hospitals at Bihar,
Andhra Pradesh, UP & Maharashtra.

Packaged business - Industrial Products, Healthcare &

Special Products and Chemicals: The Healthcare business for the
Company had one of the best years post Covid in 2024-25 with key
focus on installing and enhancing multiple Liquid Medical Oxygen
installations.

Expanding the coverage and geographic footprint for LIV cylinders,
we have introduced approximately 400 LIV cylinders across
various hospitals.

In line with its commitment to supporting the healthcare sector,
Linde India has continued to drive innovation beyond its medical
oxygen offerings. The Company has actively advanced the adoption
of ENTONOX®—a proprietary blend of Nitrous Oxide and Oxygen-
positioned as an effective analgesic and anxiolytic solution to
address the evolving needs of healthcare practitioners, advancing
through key wins in North and East India. We have also conducted
over 130 training programs of LIV & ENTONOX® acting as a refresher
to ensure safe handling and usage.

Enhancing healthcare infrastructure in Tier II and Tier III cities
remains a critical priority to safeguard the health and well-being
of citizens. Despite being home to a significant portion of the
population, these cities often face constraints in access to adequate
healthcare services due to limited resources and infrastructure.
Addressing these disparities is essential to fostering healthcare
equity and accessibility. Through strategic investments in Pressure
Swing Adsorption (PSA) installations in these regions, the Company
demonstrates its commitment to expanding healthcare access
and ensuring equitable delivery of quality care for underserved
communities. Key wins in new geographies like Gorakhpur,
Krishnanagar, Bagnan etc. underscore our focus on this Product
Service Offering (PSO).

Healthcare business revenue was 9.9% higher than FY 2024
with aggressive growth. Some of the key initiatives taken by the
Company in the FY 2024-25 in the Packaged business segment
including Industrial Products, Healthcare & Special Products and
Chemicals, are as under:

• Company has extended its PSA base further compared to the
previous year and received multiple orders to improve the
medical gas pipeline system in various hospitals.

• Broadened customer engagement through active participation
in multiple healthcare symposiums and industry exhibitions.

• Focus on Minibulk installations of high-margin products
to improve customer partnerships prioritized to improve
customer partnerships.

• Capability improvement at sites helped to increase the
product portfolio and customer mix.

• Despite slight easing of Helium supply side constraints,
pricing was mostly retained anticipating further volatility.

• Despite escalating geopolitical conflicts including the
sustained Russia-Ukraine conflict and the Red Sea crisis,
unhampered product supply to customers was ensured at the
cost of maintaining a larger supply chain.

• The Company has increased it's focus on the Solar segment
considering the newer investments in the pipeline
through newer wins and new product addition tailored to
customer requirements.

• Company also participated in specific tradeshows to showcase
it's strength in the fast-growing Semiconductors and
Electronics space.

New Investments

During the year, the Company signed agreements to de-captivate
two air separation units (ASUs) and expand its existing supply of
industrial gases to Tata Steel Limited in Odisha.

Your Company already supplies industrial gases from its existing
on-site plant to Tata Steel's iron and steel making facility at the
Kalinganagar Industrial Complex. The Company shall acquire
two additional large ASUs each of 1800 TPD capacity, more than
doubling its on-site capacity. One of the ASUs was commissioned
during the year and the second is currently under construction/
commissioning. The Company has also signed a long-term
agreement with Tata Steel for the supply of oxygen, nitrogen and
argon to support the customer's major capacity expansion project.

In addition to supplying Tata Steel, the new ASUs will also meet
local merchant demand for industrial gases. Your Company has also
signed agreements for the supply of renewable energy to the plant,
reducing Scope 2 emissions at Kalinganagar and contributing to
Linde's 2035 absolute GHG emissions reduction target.

To further increase its presence in the industrial cluster of Dahej in
Gujarat, the Company has entered into a long term contract with
Asian Paints (Polymers) Private Limited, a wholly-owned subsidiary
of Asian Paints Limited, for supply of Industrial Gases through
pipeline at its upcoming manufacturing facility at Dahej, Gujarat.

The Company proposes to install its third Air Separation Unit (ASU)
at Dahej of 245 TPD of liquid capacity together with 100 TPD of
Gaseous Oxygen (GOX). The ASU will help the Company to continue
to develop a pipeline cluster in Dahej region.

Customer Experience

At Linde, customer experience (CX) is at the heart of everything
we do. A superior CX fosters trust, drives repeat business and
positions us as a partner of choice, directly contributing to
sustainable growth and market leadership. As an ISO 10002:2018
& 10004:2018 certified organization, we adhere to globally
recognized best practices in managing and enhancing customer
satisfaction. By embedding these standards into our operations, we
ensure accountability, transparency and continuous improvement
across all customer touchpoints.

Measuring Impact through Stakeholder's Insights: To quantify
our performance and identify areas for innovation, we conduct
annual customer experience surveys a cornerstone of our feedback
ecosystem. This year we expanded our outreach to three pivotal
stakeholder groups - Decision Makers (DM), Purchasers (P), Primary
Product User (Plant Managers/Engineers/Healthcare staffs) (E) to
capture diverse perspectives that influence procurement, long¬
term partnership and operational collaboration. Their candid input
enable us to:

• Refine service delivery and product offerings,

• Address pain points with targeted solutions, and

• Align our capabilities with evolving global best practices.

Going forward, these will enable us to benchmark ourselves
against building lasting relationship with each stakeholder. Our Net
Promoter Score (NPS) stands at 28 (range: -100 to 100), where
Decision Makers have given us a score of 32 (recommending us to
others to do business with Linde). Our Customer Effort Score (CES)
stands at 4.0 (range: 1 to 5), where Purchasers have given us a
score of 4.1 (showcasing the ease of doing business with Linde)
and lastly our Customer Satisfaction Index (CSI) is standing at 4.0
(range:1 to 5) overall across our various verticals, where our Onsite
business have rated us 4.5 .

To cover entirety of Linde India customers, your Company also
conducted the first CX survey of its Project Engineering Division,
where, we now, have feedback from both Gases and Engineering
Division, thus enabling, a total 360-degree view of our business
through customer's feedback.

Distribution

Distribution is a very essential function in Linde not only taking
care of large volume delivery of our products for our bulk business
as well as relatively smaller volumes in the form of cylinders for the
packaged gases business to various industries from Healthcare to
Industrial and FMCG to F&B, but also have worked on automation
and digital spectrum.

In last few decades, it has been our continuous endeavor to
supersede the performance of previous year; the Deliver function
has been investing in digitalization and technology to enhance
and transform key aspects of its operation - planning, driver
training and communication, centralized control and monitoring,
transportation and maintenance. The collective result of these
digital initiatives is generating greater yield in efficiency,
productivity, and above all, safety.

Linde Distribution has continued to prioritize initiatives to overcome
operational challenges and achieving excellence in the distribution
of products. As a result, Linde offers a better customer experience
and sustainable supply efficiency. Customer Service Center is now

functioning 24/7 to serve and attend the customers in need with
Interactive Voice Response System (IVRS). Use of BOT has been
further leveraged in automating many processes like creating sales
Order and auto invoicing. A video wall for planning display and
a highly trained digital solution to ease out the decision-making
process of planning and scheduling of trucks/tankers for more
cost-effective output. The Fleet Control Room is recent addition
that continuous work on improving vehicle running and reduction
in idling. Furthermore, well-equipped maintenance workshop at
Jamshedpur helps in proper management of vehicles' health and
road worthiness.

The Company continues its journey in machine-learning based
solution named True Distance to bring in further efficiency and
transparency in the distance measurement system. As reported
in the previous year's report, while the Company has upgraded
its centralized operations through Transport Operation Center
(TOC) for more focused monitoring & control and decentralized
execution. Distribution is now focusing on unifying and bringing
multiple solutions in the form of a unique learning ecosystem that
encompasses all the components contributing to the distribution
employees' and drivers' overall experience. In the context of L&D,
this includes virtual reality, simulators, animated process & training
content, technology, data, tools, culture, strategy, governance,
and all other factors those helping each distribution employees in
acquiring knowledge. While the virtual-reality- based methodology,
which provides an immersive experience and engagement for
the drivers to learn about critical processes, has been used to
train more than 1200 drivers. In addition, a video-based digital
learning program has been deployed to provide more relatable
and visual means for the drivers to understand the nuances of
the processes and policies. The Company continues to engage the
simulator-based training mechanisms from its Jamshedpur facility,
training 1000 drivers during the year under review. These new-
tech-based trainings are in addition to the regular mentoring and
monitoring done by the Driver coaches (deployed against every
set of 75 drivers) on safe behavior and best practices of driving
and psychometry tests to check agility and fitness of the drivers
before starting a trip. The Company has also extended the use of
technology to stay connected with the drivers round the clock.
Today, the entire Deliver function including 1600 drivers are
connected through a mobile app, which not only provides critical
information and guidance to the community but helps them track
their performance. Additionally, a 24X7 helpline has been set up
to address problems faced by the drivers, to assure that Linde is
listening to their problems and trying to offer support as and when
needed. These initiatives in safety risk mitigation have made Linde
a safer company to work with.

With these innovative, digital solutions as well as continuous effort
in improving every tomorrow in terms of delivery efficiency, i.e.,
we travel almost 1.7 mil km per month on an average with splendid
performance in improving tons per trip by 5% YoY whereas overall
delivered tons improved by 7.5%. To improve the cost efficiency,

the Company continued to maintain the efficiency in managing the
return and loss quantity to 1% average and improved the capacity
utilization of the tanker by 2%. There's a reducing carbon footprint
with improved delivery and economical running.

The Company's overall Safety performance has improved since
previous years & were successful to avoid any 'InControl' incidents
during the year ended 31 March 2025.

Project Engineering

The Project Engineering Division (PED) continues to be central
to our strategic focus on Air Separation Plants (ASUs), Vacuum
Pressure Swing Adsorption (VPSA) units, and Nitrogen plants,
encompassing the complete project lifecycle from design and
engineering to manufacturing and commissioning. Our U stamp-
certified facility in Kolkata remains a cornerstone for the production
of critical equipment such as distillation columns, cryogenic storage
tanks, and vaporizers, effectively serving both our internal project
needs and external customer demands.

A significant step in our growth trajectory was the inauguration
of our expanded workshop in Jamshedpur in March 2024. This
larger facility is now operational and strategically focuses on
the production of cryogenic vessels, augmenting our overall
manufacturing capacity. The Jamshedpur plant (PMW Jamshedpur)
commenced production this fiscal year, securing orders for a total of
39 vessels and successfully dispatching 7 vessels by 31 March 2025.

Our order intake for FY 2024-25 demonstrates robust commercial
activity. We have secured INR 7,044.67 million in orders from both
third-party clients and inter company transactions. This is further
strengthened by substantial in-house project orders amounting to
INR 3,370.88 million.

In terms of project execution, FY 2024-25 saw the successful
commissioning of several key projects, including 2 ASUs, 2 Nitrogen
plants, 2 Augmentation Projects, 3 Nitrogen Pressure Reducing
Stations (PRS), and 4 pipeline projects. These achievements
underscore our project delivery capabilities and commitment to
meeting project timelines.

Building upon a strong foundation, PED's total order book as of
31 March 2025, stands at INR 20,207.21 million. This healthy
backlog, encompassing both Onsite and in-house ASU projects
for 2025 and beyond, positions us well for continued growth and
success in the coming fiscal year.

Opportunities

The Indian economy is expected to growth at a CAGR of 6.5% as
per RBI projections. According to the April 2025 edition of the IMF's
World Economic Outlook, India's economy is expected to grow by
6.2% in 2025 and 6.3% in 2026, maintaining a solid lead over
global and regional peers. It is anticipated that steady monsoon
patterns and a good rabi sowing season will reduce food inflation
and boost rural earnings. The subsequent increase in per capita
income is expected to improve domestic consumption rates due to
increasing disposable incomes on the back of dropping inflation
rates. A study by CEEW Centre for Energy Finance recognised a
US$ 206 billion opportunity for electric vehicles in India by 2030.
This will necessitate a US$ 180 billion investment in vehicle
manufacturing and charging infrastructure.

The automotive sector is a key consumer of automotive glass
for windshields, windows and mirrors. The growing demand
for advanced driver-assistance systems (ADAS) and smart glass
technologies is boosting the demand of high-performance
glass. About 15% of India's total steel production is used by the
automobile industry, making it a significant consumer of steel in
the nation. Steel producers are concentrating on creating new
grades of high-strength steel that are both lightweight and durable
in response to the growing demand for lightweight automobiles.

In order to improve cost competitiveness, the government plans
to invest INR10 lakh crore (US$ 116.05 billion) by 2025 under the
New Petroleum, Chemicals and Petrochemicals Investment Regions
(PCPIRs) Policy. This will help petrochemicals grow their refining
capacity from 257 MMTPA to 310 MMTPA by 2028.

In 2024, the nation's total greenhouse gas (GHG) emissions
were 4.13 gigatons of CO2 equivalent, or roughly 7.8% of global
emissions. In order to address this, regulatory frameworks are
accelerating the adoption of decarbonization technologies, which
are crucial to India's progress towards net-zero emissions by
2070 for vital sectors including cement, steel, power, oil & gas
and automobiles.

India's demand for chemicals and petrochemicals is predicted to
almost triple and reach US$1 trillion by 2040. Specialty chemicals
make up 20% of the US$4 trillion worldwide chemicals business,
and by 2025, the Indian market is projected to grow at a compound
annual growth rate (CAGR) of 12% to reach US$ 64 billion. Strong
governmental backing, significant investments from public and
private players, and an increase in demand for electronic products
are driving the ESDM industry in India, which is expected to grow at
a 16.1% CAGR from 2019 to 2025 and reach US$ 220 billion.

According to the industry group PHD Chamber of Commerce and
Industry (PHDCCI), the market for food processing in India is
expected to more than double from INR 2,649,103 crore (US$ 307
billion) in 2023 to INR 6,040,300 crore (US$ 700 billion) in 2030
due to the country's increasing demand for processed foods.

India's display panel market is estimated to double from INR 60,809
crore (US$ 7 billion) in 2021 to INR 130,305 crore (US$ 15 billion)
in 2025.

Threats

External and trade-related uncertainties pose significant risks
to India's economic momentum, despite its relatively diversified
export base and resilient domestic demand drivers. Unpredictable
US tariffs on exports could disrupt business planning, stall
investments and reduce trade flows, especially in sensitive
industries in India. Escalating trade frictions, particularly
heightened tariffs on China and universal tariffs by US, could lead
to lower demand for regional exports indirectly affecting India's
export dependent sectors. Export heavy sectors like electronics,
automobiles, machinery, food and textiles are heavily exposed to
declining US demand, heightening risks for India's manufacturing
and trade related growth. Slowing global growth aggravated
by trade tensions, could create adverse ripple effects for India,
particularly in trade and investment flows.

Weakening vulnerable economies amid external financial strain
and unsustainable debt could impact India indirectly, particularly in
the context of regional trade links and investment dependencies.
Supply chain risks and costs for imported products (helium and
imported spec products) continue to exist on account of fragile
geopolitical situation and sustained regional conflicts. Despite
relatively stable oil prices, an increase in the global shipping costs
on account of trade imbalances and re-shuffling remain a concern
in the near term. A supply surplus in China would see reduced
exports and a potentially heavier inflow of cheaper Chinese and
South-East Asian goods which could hurt domestic manufacturing
in the near term.

Heavy dependence on the Steel sector, with the BOO model losing
appeal as most captive ASU requirements increasingly prefer plant
ownership. Intense competition from multiple players, including
international companies, in the small onsite and equipment sales
market is squeezing profit margins. The captive and merchant
ASU capacity expansion is driving increased competition, with
new entrants, including non-gas players, entering the merchant
market. Predatory pricing strategies following the addition of new
competitive capacity is resulting into further pressuring margins.

Risk Management

Your Company's business faces various risks - strategic as well
as operational in both its segments viz. Gases and Project
Engineering, which arise from both internal and external sources.
As explained in the report on Corporate Governance, the Company
has an adequate risk management system, which takes care of
identification, assessment and review of risks. Your Company has
been holding risk workshops periodically to refresh its risks in line
with the dynamic and ever- changing business environment and
the last refresher risk workshop was conducted on 20 July 2023,

which was attended by the senior management team with a view
to refresh the various risks facing the business of the Company.

The risks being addressed by the Company during the year under
review included risk relating to the organisation structure, financial
risk, risk of cyber-attacks on Linde plants and business systems,
competition risk, procurement risk, customer behavioural risk, risk
related to climate change, macroeconomic risk, ESG risk, risk of
regulatory changes, etc.

Your Board of Directors provides an oversight of the risk
management process in the Company and reviews the progress of
the action plans for the identified key risks with a distinct focus on
top 5 key risks on a quarterly basis. Mr Amit Dhanuka, Company
Secretary of the Company is the Chief Risk Officer of the Company.

The Company has a Risk Policy with a view to provide a more
structured framework for proactive management of all risks
related to the business of the Company and to make it more
certain that the growth and earnings targets as well as strategic
objectives are met.

Finance

As on 31 March 2025, your Company had 'zero'
outstanding borrowing.

There were no material changes and commitments affecting the
financial position of the Company, which occurred between the end
of the financial year to which these financial statements relate and
the date of this report.

Credit Rating

As your Company had "zero" borrowings from the Banks, the
requirement of obtaining a Credit Rating from a Credit Rating
agency was not applicable. The last available rating of your
Company's total bank facilities - both fund-based and non-fund
based by CRISIL was withdrawn with effect from 1 August 2021.

Large Corporates Disclosure for Fund raising through Debt
securities

As on 31 March 2025, your Company did not have any long-term
borrowing. As a result of the same, your Company does not meet
the criteria specified by SEBI for large corporates for fund raising
through debt securities.

Deposits

During the year under review, the Company has not accepted any
deposits from public under Chapter V of the Companies Act, 2013.

Significant and Material Orders passed by the Regulators or Courts

There have been no significant and material orders passed by
the Regulators or Courts or Tribunals impacting the going concern
status and Company's operations. However, the Company was in
receipt of an Order bearing reference no. WTM/AB/CFID/CFID-
SEC3/30578/2024-25 dated 24 July 2024 passed by Securities and
Exchange Board of India (SEBI) under Sections 11(1), 11(4) and 11B
of the Securities and Exchange Board of India Act, 1992, in relation
to an ongoing Investigation carried out by SEBI. The Company had
on 5 August 2024 filed an appeal before the Securities Appellate
Tribunal (SAT) against the SEBI's aforesaid Order. The matter as on
the date of this Report is sub-judice and the appeal is pending for
final hearing before SAT.

Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application nor any
proceeding has been initiated against the Company under the
Insolvency and Bankruptcy Code, 2016.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees given and investments
made during the year under review under Section 186 of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are annexed to this
Report. [Annexure-3]

Key Financial Ratios

Please refer Note no. 47 of the Standalone Financial Statements for
the details on Key Financial Ratios.

Investor Education and Protection Fund

During the year under review, your Company had transferred
the 62^nd unpaid/unclaimed dividend amount of INR 0.40 million
pertaining to the financial year ended 31 December 2016 to the
Investor Education and Protection Fund in compliance with the
provisions of Sections 124 and 125 of the Companies Act, 2013. In
compliance with these provisions read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, your Company also transferred 22,967
equity shares held by 163 shareholders to the Demat Account of
the IEPF Authority on 25 June 2024, in respect of which dividend
had remained unpaid/unclaimed for a consecutive period of 7
years. More information in this regard is provided in the Corporate
Governance Report.

Safety, Health, Environment and Quality (SHEQ)

At Linde, our unwavering commitment is to avoid causing any
harm to people or the environment and as such Safety remains
one of our topmost priority. Compliance with SHEQ rules, standards
procedures are pre-requisite for all employees & contractors.
Management is committed to ensure that all personnel are trained
and made competent before undertaking any safety critical activity
for the Company.

Global Safety Commitment Day 2024 was celebrated at all Linde
operating units & project sites from 29 April to 4 May 2024, under the
theme - "Strengthening Our Foundation". The objective is to spend
time with our colleagues & reiterate, that our goal continues to be
ZERO Today - zero incidents, zero injuries. The way we reach our goal
is by creating and maintaining a workplace where safety is our prime
focus. This can happen only when all employees join hands together.

Global SHEQ campaign, themed "Who Can You Count on to Help
Keep You Safe at Linde," was based on Linde's HSE Principle #3:

"We are responsible for our own safety and that of others around
us." This campaign emphasized on the importance of mutual
responsibility in maintaining a safe work environment.

SHEQ Standards Review and Implementation: Over the past
few years, SHEQ standards have been thoroughly reviewed. In
2024, new harmonized standards for Permit to Work (PTW),
Confined Space, and Lockout/Tagout (LOTO) were launched
and implemented. These standards have significantly improved
processes and enhanced safety.

To further strengthen SHEQ performance, a comprehensive
SHEQ Annual Operating Plan (AOP) was introduced. This plan
covers improvements in process safety, distribution safety,
operational safety, behavioural and personnel safety, quality and
environmental safety, helping us prioritize our efforts effectively.

In addition to various management control actions, we focused on
training plant personnel through campaigns such as "Hand Injury
Prevention", "PCC handling campaign" & "HSE Leadership Behaviour
Program" conducted for India Leadership team members supported
by Global SHEQ.

Our transformative safety initiative empowers our team with
advanced skills through "Train the Trainer" certifications, enhances
practical experience with virtual reality training, and fosters a
culture of engagement and recognition with driver kiosks and
a Driver E-book.

These safety initiatives have yielded positive results, with a
substantial decrease in commercial vehicle incidents. However,
the Lost Workday Cases and Total Recordable Cases have
shown a flat curve.

The Safety journey at Linde continues & safety remains as a Top
Priority Item in the list.

Human Resources

At Linde India, our people remain the cornerstone of our success.

In 2024, we continued to foster a high-performance culture driven
by inclusivity, continuous learning and employee well-being.
Through strategic talent acquisition, robust training programs and
leadership development initiatives, we strengthened our workforce
capabilities to support evolving business needs. Our commitment
to safety, diversity and engagement enabled us to build a resilient
and agile organization, ready to navigate future challenges. We
remain focused on creating a workplace that inspires innovation,
collaboration and growth for every employee.

A key highlight of the year was the India Excellence Awards, where
we proudly recognized and celebrated our top contributors across
functions for their outstanding commitment, innovation and impact.
This milestone event brought together employees from across the
country in a spirit of unity and appreciation, strengthening our
shared culture of excellence.

The year also marked a significant moment in our journey — 90
years of Linde in India. Our teams enthusiastically came together
to commemorate this legacy through a series of celebratory
events, town halls and employee engagement programs that
honoured our heritage while looking forward to an exciting
future. As we continue to grow and evolve, we remain focused
on creating a safe, inspiring and empowering environment that
enables every employee to thrive and contribute meaningfully to
our shared goals.

Across all units and offices of Linde India, Industrial peace and
harmonious work culture was maintained during the year. The units
maintained productive output with Zero manhour loss due to labour
issues. Long-Term Settlement was signed at a Tripartite level with
Union Representatives for the unionized blue collared workers of
Jamshedpur PGP unit. This settlement also ensured productivity
increase and simplification of wage components.

All units actively celebrated major events of employee connect like
Vishwakarma puja, picnics and get together etc. A strong employee
engagement was maintained throughout the year. As on 31 March
2025, the total manpower strength was 256.

Disclosure as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company remains committed to provide and promote a safe,
healthy and congenial atmosphere irrespective of gender, caste,
creed or social class of the employees. The Company's Policy on
Prevention of 'Sexual Harassment' is in line with the provisions
of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. Internal Complaints Committee (ICC) has been set up to

redress complaints, if any, received regarding sexual harassment.

All employees whether permanent, contractual, temporary, etc.
have been covered under this Policy. The Policy is gender neutral.

During the year under review, no complaint alleging sexual
harassment was received by the Company. As a preventive
measure and to create awareness in this area, the Company
has been conducting refresher programs for all permanent and
contractual employees.

Prescribed Particulars of remuneration

The disclosures pertaining to ratio of remuneration of each Director
to the median remuneration of all the employees of the Company,
percentage increase in remuneration of each Director and other
details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended,
are annexed to this Report. [Annexure-4]

In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement containing the names and other prescribed
particulars of top 10 employees in terms of remuneration drawn
and that of every employee, who if employed throughout the year
ended 31 March 2025 was in receipt of remuneration aggregating
to not less than Rs. 10.20 million; and if employed for part of the
said year, was in receipt of remuneration not less than Rs.0.85
million per month forms part of this Report. However, having regard
to the provisions to the proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report is being sent to all the Members of
the Company excluding this information. The aforesaid statement is
available for inspection by Members at the Registered Office of the
Company during business hours on working days up to the date of
the ensuing Annual General Meeting. Any Members interested in
obtaining a copy of the said information may write to the Company
Secretary at the Registered Office of the Company and the same
will be furnished on request and the said information is also
available on the website of the Company. None of the employees is
covered under Rule 5(3)(viii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended.

Corporate Social Responsibility (CSR)

As a member of The Linde plc Group, your Company has been
a socially responsible corporate and our core values define the
way we operate and create value within the larger society. CSR at
Linde is deeply embedded in its operational philosophy, reflecting
its commitment to creating shared value for its stakeholders and
the wider community. By focusing on healthcare, education,
environmental sustainability and community development, your
Company demonstrates its role as a responsible corporate citizen.

Linde's core principles and values form the basis of its CSR policy.
Your Company is therefore, committed to behave responsibly
towards people, society and the environment for inclusive growth
of the society where we operate to conserve natural resources
and to develop sustainable products. In line with its CSR Policy,
Linde India's CSR commitment centres around four thematic areas -
Education, Health, Environment and Livelihood (Skill Development)
and other areas including Disaster Management as specified in
Schedule VII to the Companies Act, 2013.

Some of the CSR projects/initiatives taken up/sustained during the
year under review included expenditure for education programs
for underprivileged children in Kolkata and Odisha, providing
education and other support for blind children in Rourkela.

Further, as a part of its endeavour to support disaster relief, the
Company made contributions to the Himachal Pradesh and Kerala
Government for providing emergency assistance for granting relief
to the individuals and families affected by natural calamities.

Other initiatives included projects across plant and office locations
proposed and executed by the employees of the Company aimed
at community building/development. The Company also had two
ongoing projects, one of them being Defensive driver training in
collaboration with Institute for Road Traffic Education for drivers
of heavy vehicles at several locations including Delhi NCR, Uttar
Pradesh, Rajasthan, West Bengal, Odisha, Maharashtra and
Jharkhand for making the highways safer and two-wheeler training
workshops for delivery agents and first-time drivers and university
students. The Company has also supported in building a commercial
vehicle driver training institute for international mobility in Talcher,
Odisha. Another ongoing project of the Company comprised of
training and awareness programs through Centre for Catalysing
change to promote the cause of natural childbirth and reduce the
rate of C-Section deliveries in Odisha. The Company has also been
involved in providing medical treatment to the underprivileged
children with congenital heart defects in the state of Tamil Nadu,
supporting in renovation/ beautification of Anganwadi centres,
creating awareness on health and nutrition for women and girls and
installation of sanitary napkin vending machine in Jharkhand. The
Company's CSR initiatives towards environment included projects
relating to ecosystem conservation (water & soil conservation,
planting trees, etc.) and waste management in the states of
Jharkhand and West Bengal.

The total spend on CSR during the year under review amounted to
Rs. 102.74 million on various CSR projects/activities as mentioned
above, which was duly approved by the CSR Committee and Board
of Directors of the Company. The details required to be disclosed
relating to the CSR projects/activities for the year ended 31 March
2025 are covered in the Annual Report on CSR activities, which is
annexed to this Report. [Annexure-5]

Your Company encourages volunteering of services by its
employees into its CSR initiatives, which are measured as employee
days spent on CSR projects.

Business Responsibility and Sustainability Report

The Linde plc Group has published a detailed Sustainable
Development Report 2024, which is prepared in accordance with
GRI standards. Linde plc Group's mission of "making our world
more productive" reflects its strong belief that Linde is a part of
the solution to the climate change challenges faced by the world.
As a member of the Linde plc Group, your Company has adopted
the various policies of its parent, that relate to the 9 principles
laid down by Securities and Exchange Board of India for Business
Responsibility and Sustainability Reporting (BRSR) by the top
1000 listed entities in India based on market capitalisation. As
stipulated in Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has
included a BRSR as an integral part of the Annual Report for the
year ended 31 March 2025 briefly describing initiatives taken
by it from an environment, social and governance perspective
during the year under review. The BRSR provides an avenue for
disclosing an overview of the Company's material ESG risks and
opportunities, goals and targets related to sustainability and
performance against them.

The Company has appointed M/s. Price Waterhouse & Co Chartered
Accountants LLP to provide BRSR Reasonable assurance on BRSR
Core on a standalone basis. The said assurance on BRSR Core,
forms part of this Annual Report as required under Regulation
34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Corporate Governance

As a member of the Linde plc Group, your Company attaches
great importance to sound responsible management and good
corporate governance. Linde plc follows highest standards in
corporate governance and has policies and international best
practices to build a strong governance architecture. Your Company
remains committed to business integrity, high ethical standards and
professionalism in all its activities same as ever. As an essential
part of this commitment, the Board of Directors of Linde India Ltd.
supports high standards in corporate governance.

It is the endeavour of the Company to ensure that their actions are
always based on principles of responsible corporate management.
In the Linde plc Group, corporate governance is seen as an
on-going process. Its commitment to compliance with statutory

requirements, sustainable growth and responsible management
ensures that it continues to create value for stakeholders while
addressing the challenges of an increasingly regulated and
competitive corporate environment. Your Company closely follows
the developments in the governance norms and has taken lead in
ensuring compliance with the same. As Linde India integrates ESG
principles into its governance model, it positions itself to achieve
long-term success in line with the interests of all stakeholders.

A separate report on Corporate Governance along with the
certificate of the Secretarial Auditor, M/s. P Sarawagi & Associates,
Company Secretaries, confirming compliance of the conditions of
corporate governance, as stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Annual Report.

Board Meetings

A calendar of Board and Committee meetings is agreed and
circulated in advance to the Directors. The Board met five times
during the year under review, details where of are given in the
Corporate Governance Report, which forms part of this Report.

Board Membership Criteria

The Nomination and Remuneration Committee of the Company
identifies and ascertains the integrity, qualification, expertise,
positive attributes and experience of persons for appointment as
Directors and thereafter recommends the candidature for election
as a Director on the Board of the Company. The Committee follows
defined criteria in the process of obtaining optimal Board diversity
which, inter-alia, includes optimum combination of executive and
non-executive directors, appointment based on specific needs and
business of the Company, qualification, knowledge, experience and
skill of the proposed appointee, etc. The Policy on appointment and
removal of Directors, Board Diversity Criterion and Remuneration
to Directors/Key Managerial Personnel/Senior Management forms
part of the Nomination and Remuneration Policy of the Company,
which is available on the Company's website at https://assets.
linde.com/-/media/global/apac/linde-india-limited/investor-
relations/codes-and-policies/nomination-and-remuneration-
policy tcm526-657189.pdf

Familiarisation Programme for Directors

In terms of Regulation 25(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company
is required to conduct the Familiarisation Programme for
Independent Directors (IDs) to familiarise them about their
roles, rights, responsibilities in your Company, nature of the
industry in which your Company operates, business model of
your Company, etc., through various initiatives. The details of
training and familiarization programmes for Directors have been
provided under the Corporate Governance Report. Apart from the
initial familiarisation program as above, presentations are made
to the Board Members at almost all board meetings to enable
them to familiarise and update themselves with the changes in

the applicable legal framework, competition, industry specific
developments, etc. The details of the familarisation programs held
during and up to the year ended 31 March 2025 are available on
the Company's website at https://assets.linde.com/-/media/
global/apac/linde-india-limited/investor-relations/misc/linde
familirisation-programme 2024-25.pdf

Performance Evaluation

During the year under review, pursuant to provisions of Section
134, Section 149 read with Code of Independent Directors
(Schedule IV) and Section 178 of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Nomination and Remuneration Committee of the Board
reviewed the process and criteria used in the previous year for
evaluating the performance of the Board, its Committees, Chairman
of the Board and the individual directors. Like the previous years,
an online platform was provided to the Directors for participating in
the performance evaluation process, which contained a structured
questionnaire for seeking feedback from the directors on certain
pre-defined attributes applicable to them, including some specific
ones for the Independent Directors. More details about the
performance evaluation process followed by the Board are provided
in the Corporate Governance Report.

Declaration of Independent Directors

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria
of independence as prescribed both under the Companies Act,

2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
integrity and repute. They fulfill the conditions specified in the Act
read along with the Rules made thereunder and are independent of
the Management.

Certificate for non-disqualification of Directors

On an annual basis, the Company obtains from each Director, details
of their Board and Committee positions he/she occupies in other
Companies and changes, if any regarding their Directorships. The
Company has obtained a certificate dated 23 May 2025 from M/s. P
Sarawagi & Associates, Practicing Company Secretaries, confirming
that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of
India or Ministry of Corporate Affairs or any such authority and the
same forms part of this Annual Report.

Internal Control Systems and their adequacy

Your Company continues to have adequate system of internal
control commensurate with the size and the nature of its business,

which ensures that transactions are recorded, authorised and
reported correctly apart from safeguarding its assets against loss
from wastage, unauthorised use and removal.

The internal control system is supplemented by documented
policies, guidelines and procedures. The Company's Internal Audit
department continuously monitors the effectiveness of the internal
controls with a view to provide to the Audit Committee and the
Board of Directors an independent, objective and reasonable
assurance of the adequacy of the organization's internal controls
and risk management procedures. The Internal Audit function
submits detailed reports periodically to the management and the
Audit Committee. The Audit Committee reviews these reports with
the executive management with a view to provide oversight of the
internal control systems.

Your Board has in compliance with the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, approved several policies on important matters
such as related party transactions, risk management, nomination
and remuneration of directors and senior managers, whistle
blower mechanism, CSR, insider trading, practices and procedures
for fair disclosure of unpublished price sensitive information,
materiality of events/ information, preservation of documents,
etc., which provide robust guidance to the management in dealing
with such matters to support internal control. The Company
reviews its policies, guidelines and procedures as a matter of
internal control on an on-going basis in view of the ever-changing
business environment.

Additionally, the Company's Internal Audit team, reviews the
framework of its existing internal financial controls across the
Company and testing of the operating effectiveness of various
internal controls in the organisation. The Internal Audit team of the
Company has submitted a detailed report to the Audit Committee
on their findings based on the testing of the key controls for the
year ended 31 March 2025. The Statutory Auditors of the Company
have also independently reviewed internal financial controls over
financial reporting. Both the Company's Internal Audit team as
well as the Statutory Auditors have confirmed that these controls
were operating effectively as on 31 March 2025. As stated in the
Responsibility Statement, your Directors have confirmed that based
on the reviews performed by the internal auditors, statutory auditors,
cost auditors, secretarial auditors and the reviews undertaken by the
management and the Audit Committee, the Board is of the opinion
that the Company's internal financial controls have been adequate
and effective during the year ended 31 March 2025.

Directors

During the year under review, Mr Jyotin Kantilal Mehta and
Mr Arun Balakrishnan completed the permitted maximum two
terms of five years each and retired as the Independent Directors

of the Company with effect from the close of business hours on 30
September 2024. The Board expresses its heartfelt appreciation
for the leadership, guidance and invaluable contributions made
by the Directors during their respective tenures. Their unwavering
commitment to exemplary governance and their pivotal role in
steering the Company towards sustained growth and success
have been commendable. The Directors' efforts in upholding the
Company's values and ensuring compliance with corporate policies
have been instrumental in achieving strategic objectives and have
played a significant role in the Company's transformation journey.

The Board on the recommendation of Nomination and
Remuneration Committee and in accordance with provisions of
the Companies Act 2013 and SEBI Listing Regulations, had at its
meeting held on 23 September 2024, appointed Mr Subba Rao
Amarthaluru & Mr Gobichettipalayam Sreenivasan Krishnan as the
Additional Directors (Non- Executive Independent Director) for
a term of five consecutive years with effect from 23 September
2024, subject to the approval of the Members of the Company.
Subsequently, their appointment as Independent Directors of the
Company was approved by the Members of the Company through
Postal Ballot on 29 October 2024.

Mr Abhijit Banerjee, whose three-year term as the Managing
Director of the Company will come to end on 6 June 2025, who is
eligible for re-appointment for a further term of three years. The
Board on the recommendation of the Nomination and Remuneration
Committee and in accordance with provisions of the Companies
Act 2013 and SEBI Listing Regulations,had at its meeting held on
23 May 2025, re-appointed Mr Abhijit Banerjee as the Managing
Director of the Company for a further term of three years with
effect from 7 June 2025, subject to the approval of the Members of
the Company at the ensuing Annual General Meeting, on the terms
and conditions and remuneration as mutually agreed between the
Company and Mr Banerjee.

Ms Mannu Sangganeria, a Non- Executive Director of the Company
retires by rotation at the ensuring Annual General Meeting pursuant
to the provisions of Section 152 of the Companies Act, 2013 and
Article 104 of the Articles of Association of the Company and being
eligible, offers herself for re-appointment.

Necessary resolutions for approval of re-appointment of Mr Abhijit
Banerjee as the Managing Director and Ms Mannu Sangganeria,
being the director retiring by rotation is included in the Notice of
the ensuing Annual General Meeting.

The Board recommends the aforesaid resolutions for your approval.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the present
Key Managerial Personnel of the Company are Mr Abhijit Banerjee,

Managing Director, Mr Neeraj Kumar Jumrani, Chief Financial
Officer and Mr Amit Dhanuka, Company Secretary. During the year
under review, there has been no changes in the Key Managerial
Personnel of the Company.

Directors' Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
audit and reviews performed by the internal auditors, statutory
auditors, cost auditors, secretarial auditors and the reviews
undertaken by the management and the Audit Committee, the
Board is of the opinion that the Company's internal financial
controls have been adequate and effective during the year
ended 31 March 2025.

As required by Sections 134(3)(c) and 134(5) of the Companies
Act, 2013, the Directors to the best of their knowledge and belief
state and confirm:

a. that in preparation of the annual financial statements for the
year ended 31 March 2025, applicable accounting standards
have been followed along with proper explanations relating
to material departures, if any;

b. that they had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the aforesaid
financial year and of the profit of the Company for that year;

c. that they had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d. that the aforesaid annual financial statements have been
prepared on a going concern basis;

e. that they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f. that they had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Companies Act, 2013 and the
Rules framed thereunder.

Secretarial Standards

The Company has proper systems in place to ensure compliance
with the provisions of the applicable standards issued by The
Institute of Company Secretaries of India and such systems are
adequate and operating effectively.

Related Party Transactions

All related party transactions entered during the year under
review were in ordinary course of business and on arm's length
basis and the same have been disclosed under Note 44 of the
Notes to the Standalone Financial Statements. No material related
party transactions, i.e., transactions exceeding 10% of the annual
consolidated turnover as per the last audited financial statements
were entered during the year under review by the Company.
Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2
is not applicable.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology absorption and
foreign exchange earnings and outgo in accordance with Section
134(3)(m) read with Companies (Accounts) Rules, 2014 are
annexed to this Report. [Annexure-6]

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, copy of Annual
Return of the Company for the financial year ended 31 March 2024
in Form MGT-7 has been placed on the website of the Company
at https://assets.linde.com/-/media/global/apac/linde-india-
limited/investor-relations/88th-agm-documents/linde-india mgt-
7 fy-2023-24.pdf. The Annual Return of the Company for the year
ended 31 March 2025 would be updated on the Company's website
within the due timelines.

Outlook

Despite global headwinds of geopolitical uncertainties and US-led
trade actions, India's economy is expected to remain resilient
driven by strong domestic consumption and grow at 6.5% in
FY 2026 as per forecasts by CRISIL. Growth will be supported by
factors such as cooling inflation, tax benefits, lower borrowing costs
and fiscal normalization. Private consumption, which accounts for
over 55% of GDP, is expected to increase due to tax reductions,

bolstering domestic demand and creating favorable conditions for
fresh capital expenditure, though exports face challenges from
weaker global demand and trade frictions.

The manufacturing sector is projected to grow at 9% annually
between FY 2025 and FY 2031, increasing its GDP share to 20% by
FY 2031, facilitated by investments, efficiency gains and initiatives
like the Production-Linked Incentive (PLI) scheme. Strong GDP
growth, low current account deficit (CAD), robust forex reserves
and manageable external borrowing provide India resilience
against external shocks. Inflation is expected to moderate further
in FY 2026, enabling rate cuts by the Reserve Bank of India (RBI),
projected at 50-125 basis points.

Industrial capital expenditure is gaining momentum, with annual
capex expected to rise to INR 7.1 trillion by FY 2030, driven by
higher capacity utilization, strong corporate balance sheets and
emerging sectors like electric vehicles, semiconductors and
electronics. Government initiatives like Make in India and PLI are
strengthening most sectors, but external pressures like rising trade
tensions and restricted technology access could challenge India's
integration into global value chains.

In an attempt to improve cost efficiencies and augment human
capabilities, organizations are tuning into the potential of Artificial
Intelligence (AI) with more than two-third of them actively
implementing generative AI (GenAI) initiatives. Key business
goals being targeted are in the areas of productivity, automation,
efficiency, innovation and customer experience. These are
incidentally also areas where Linde India's digitalization teams and
initiatives actively continue to work upon.

In the long run, India continues to remain a shining spot in the
global economy with sustained GDP growth and technology
initiatives. Linde India continues to remain the partner of choice for
companies driving the country's growth momentum forward.

Linde India Ltd. has been able to develop capabilities by leveraging
the strengths of its divisions in both gases as well as engineering,
putting best commercial practices in place to win large tonnage gas
supply contracts and grow the merchant and packaged business.

With a robust business model and aggressive growth plan, Linde India
Limited is poised to maintain its leading position in the industrial
gases business. While the medium to long term outlook remains
positive, your directors remain cautiously optimistic about the outlook
in the wake of the geopolitical tensions that are unfolding.

Auditors

Statutory Audit

Messrs Price Waterhouse & Co. Chartered Accountants LLP
(Firm Registration No. 304026E/E-300009) were appointed as

the Statutory Auditors of the Company for a tenure of 5 years
commencing from the conclusion of the 86^th Annual General
Meeting of the Company until the conclusion of the 91^st Annual
General Meeting of the Company to be held in the year 2027.

The Statutory Auditors have issued a modified opinion on the
Financial Statements of the Company for the financial year ended
31 March 2025 and the said Auditors' Report(s) for the financial
year ended 31 March 2025 forms part of this Annual Report.

Auditors' Observation: We draw attention to Note 50 to the
standalone financial statements results, 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.

Management Response: Based on the legal opinion obtained
by the Company, it 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 and ascertained that no
shareholder approval is required for any related party transaction
in terms of Regulation 23 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, which is not "material" in nature. Accordingly,
the Company is in compliance with all requirements under the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in respect of all related
party transactions entered into by it. Further, the Management is
not in a position to estimate the impact on the above, given that
the matter is sub-judice and the appeal is pending for final hearing
before Securities Appellate Tribunal (SAT).

Secretarial Audit

The Board of Directors of the Company had appointed
M/s. P Sarawagi & Associates, a firm of Company Secretaries
pursuant to the provisions of Section 204 of the Companies Act,

2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for undertaking the secretarial
audit of the Company for the year ended 31 March 2025. In terms
of the provisions of Section 204(1) of the Companies Act, 2013, a
Secretarial Audit Report dated 23 May 2025 in Form MR-3 given by
the Secretarial Auditor is annexed with this Report [Annexure-7].
The Report confirms that the Company had complied with the
statutory provisions listed under Form MR-3 and the Company
also has proper board processes and compliance mechanism. The
Secretarial Auditors' Report have the following observations.

Pursuant to amended Regulation 24A of the SEBI Listing
Regulations the Board has based on the recommendation of Audit
Committee approved appointment of M/s. P Sarawagi & Associates,
(Firm Registration No. - S1998WB022800), a peer reviewed firm
of Company Secretaries in Practice as Secretarial Auditors of the
Company for a period of five years, i.e., from 1 April 2025 to 31
March 2030, subject to approval of the Members of the Company
at the ensuing AGM. An appropriate resolution seeking approval
of the Members of the Company has been included in the Notice
convening the AGM.

Auditors' Observation: The Securities and Exchange Board of
India ("SEBI"), in its Final Order dated 24 July 2024, has, inter-
alia, reiterated its views, as advanced in its Interim Ex-parte Order
dated 29 April 2024, on the materiality threshold to be applied on
an aggregate basis considering all transactions during a financial
year with a related party and directed that the Company shall test
the materiality of future Related Party Transactions (RPTs) as per
the threshold provided under Regulation 23(1) of the SEBI LODR
Regulations on the basis of the aggregate value of the transactions
entered into with any related party in a financial year, irrespective
of the number of transactions or contracts involved. Whereas,
based on the legal opinion obtained and relied upon by the
Company, it has continued to reckon materiality threshold of 10% of
the annual consolidated turnover of the Company to the aggregate
value of all transactions in a contract, with a related party during
the year under review and not by aggregating value of all contracts
with each related party. Accordingly, the Management of the
Company is of the view that there are no material related party
transactions entered into by the Company and therefore approval of
the shareholders is not required. The Company has filed an appeal
before the Securities Appellate Tribunal (SAT) on 5 August 2024
against the said Final Order, which is pending for final hearing. The
Management of the Company regularly evaluates the business and
regulatory risks, including the above matter, and it recognises the
related uncertainties around their ultimate outcome, the impact of
which, if any, is not presently ascertainable.

Management Response: Based on the legal opinion obtained
by the Company, it 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 and ascertained that no
shareholder approval is required for any related party transaction
in terms of Regulation 23 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, which is not "material" in nature. Accordingly,
the Company is in compliance with all requirements under the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in respect of all related
party transactions entered into by it. Further, the Management is
not in a position to estimate the impact on the above, given that
the matter is sub-judice and the appeal is pending for final hearing
before Securities Appellate Tribunal (SAT).

Cost Audit

In terms of Section 148 of the Companies Act, 2013, the Company is
required to have the audit of the cost accounting records conducted
by a Cost Accountant. M/s Mani & Co., a firm of Cost Accountants
conducted this audit for the financial year ended 31 March 2024
and submitted their report to the Central Government in Form CRA 4
on 5 September 2024.

The Board of Directors of the Company had on the recommendation
of the Audit Committee appointed M/s. Mani & Co., Cost
Accountants having registration no. 000004 as the Cost Auditor
for the year ended 31 March 2026 to conduct cost audit under
the Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time. M/s Mani & Co. have, under Section 139(1) of
the Act and the Rules framed thereunder furnished a certificate of
their eligibility and consent for appointment. In accordance with
the provisions of Section 148(3) of the Companies Act, 2013 read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditors as recommended by
the Audit Committee and approved by the Board has to be ratified
by the Members of the Company and appropriate resolution in this
regard also forms part of the Notice convening the ensuing Annual
General Meeting.

Acknowledgements

Your Directors wish to convey their appreciation to the bankers,
customers, dealers, suppliers and all other business associates
and the shareholders of the Company for their continued support
and cooperation, during the year under review. Your Directors,
also place on record their deep appreciation of the dedication,
hard work, commitment and contributions made by the employees
of the Company at all levels, which have been instrumental in
driving operational efficiency, innovation and sustained growth
for the Company.

Your Directors also acknowledge the valuable support and
cooperation received from the various Government departments
and agencies in these challenging times and look forward to their
continued support in the future. The Board of Directors also takes
this opportunity to thank the Linde plc Group for their strategic
inputs, guidance and support in various operational and functional
areas. This has helped the Company to attain higher standards in
every sphere of performance.

Disclaimer

Certain statements in this report relating to Company's objectives,
projections, outlook, expectations, estimates, etc. may be forward
looking statements within the meaning of applicable laws and
regulations. Although the Company believes that the expectations
reflected in such forward looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct. Accordingly, actual results or performance could differ

materially from such expectations, projections, etc. whether express
or implied as a result of among other factors, changes in economic
conditions affecting demand and supply, success of business
and operating initiatives and restructuring objectives, change
in regulatory environment, other government actions including
taxation, natural phenomena such as floods and earthquakes,
customer strategies, etc. over which the Company does not have
any direct control.

On behalf of the Board

M J Devine A Banerjee

Chairman Managing Director

DIN: 10042702 DIN: 08456907

Bengaluru
23 May 2025