i) Provisions, contingent liabilities, and contingent asset
A provision is recognised when there is a present obligation (legal or constructive) as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted to reflect its present value using a current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. Each provision is based on the best estimate of the expenditure required to settle the present obligation at the balance sheet date.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Provisions, Contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
j) Employee benefit.
The Company's obligation towards various employee benefits have been recognized as follows:
Short term benefits
Employee benefits payable wholly within twelve months of receiving employees services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and exgratia.
The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognized as an expense as the related service is rendered by employees. The company recognizes a liability & expense for bonuses. The company recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Post-employment Benefits
Defined contribution plans
The Company pays provident fund contributions to publicly administered provident funds as per local regulations. The Company has no further payment obligations once the contributions have been paid.
The contributions are accounted for as defined contribution plans and the contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
Defined benefit plans
Recognition and measurement of defined benefit plans:
For defined benefit schemes i.e. gratuity, superannuation and post-retirement medical benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuation being carried out at each balance sheet date. Re-measurement gains and losses of the net defined benefit liability/ (asset) are recognized immediately in other comprehensive income. Such re-measurements are not re-classified to the Statement of Profit & Loss in the subsequent period. The service cost and net interest on the net defined benefit liability/ (asset) is treated as a net expense within employment costs.
Past service cost is recognized as an expense when the plan amendment or curtailment occurs or when any related restructuring costs or termination benefits are recognized, whichever is earlier.
The defined benefit obligation recognized in the balance sheet represents the present value of the defined-benefit obligation as reduced by the fair value of plan assets.
Other long-term employee benefits Compensated absences
Liabilities recognized in respect of other long-term employee benefits such as annual leave and sick leave are measured at the present value of the estimated future
cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date using the projected unit credit method with actuarial valuation being carried out at each year end balance sheet date. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of profit and loss in the period in which they arise. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognized based on actuarial valuation.
k) Foreign exchange transactions.
Foreign exchange transactions are recorded at the exchange rate prevailing on the date of the transactions. Year-end monetary assets and liabilities denominated in foreign currencies are translated at the year-end foreign exchange rates. Non- Monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transaction. Non-monetary items, measured at fair value denominated in a foreign currency are translated using the exchange rates that existed when the fair value was determined.
Exchange differences arising on settlement or translation of monetary items are recognized in the Statement of Profit and Loss. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognized in other comprehensive income (OCI) or profit and loss are also recognized in OCI or profit and loss, respectively).
l) Share based Payments.
Share-based compensation benefits are provided to employees under Long Term Incentive Plan which permits the grant of Non-qualified Stock Options, Restricted Stock Units and Performance stock Units. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in Employee Stock Options Outstanding Account in equity, over the period in which the performance and/or service conditions are fulfilled, in Employee Benefit Expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. Stock options which are equity settled options, is granted, subject to the terms and provisions of the Plan, to participants as determined by the Committee, in its sole discretion. Each option granted shall be evidenced by an award agreement that shall specify the option price, the term of the option, the number of shares to which the option pertains, the conditions, including any performance goals, upon which an option shall become vested and exercisable, and such other terms and conditions as the committee shall determine which are not inconsistent with the terms of the Plan. PSU and RSU which are equity settled options are granted under the 2009 Plan to senior level executives that vest over a period of three years. The exercise price is Nil. Linde Plc cross charges the amount to the Company, determined based on the fair value of the shares on vesting of PSU and RSU at the end of three years.
In accordance with Ind AS 36, 'Impairment of Assets', the Company annually conducts impairment tests on goodwill by determining the value-in-use for the related cash-generating unit (CGU). The goodwill was recognized in the calendar year 2021 following the acquisition of business assets from M/s HPS Gases Ltd. The assessment of the recoverable amount for goodwill is determined using the Discounted Cash Flow (DCF) method, which relies on specific key assumptions. Based on this assessment, the Company has assessed that there is no impairment loss on goodwill for the current and previous year. The key factors involved in calculating the recoverable amount are outlined below:
v) Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividend and share in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholders on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
On winding up of the company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
(a) Securities Premium
Securities premium is used to record premium received on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013 (the "Companies Act").
(b) General Reserve
Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in general reserve during the current and previous year.
(c) Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
(d) Equity instruments through Other Comprehensive Income
This Reserve represents the cumulative gains (net of losses) arising on the revaluation of Equity Instruments measured at fair value through Other Comrehensive Income, net of amounts reclassified, If any, to Retained Earnings when those instruments are disposed off.
(e) Stock Options outstanding account
Certain employees are issued stock options, restricted stock units and performance stock units by Linde PLC. Refer Note 48 for details.
(a) Provision for asset restoration obligation
Provision is towards estimated cost to be incurred on dismantling of plants at the customers' site upon expiry of the tenure of the contractual agreement with the customer. Such cost has been capitalised under plant and equipment.
(b) Provision for warranties
Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacement, material cost, servicing and past experience in respect of warranty costs. It is expected that this expenditure will be incurred over the contractual warranty period which ranges from 1 year to 2 years.
(c) Provision for contingencies
Provision is the estimate towards known contractual obligation, litigation cases and pending assessments in respect of taxes, duties and other levies in respect of which management believes that there are present obligations and the settlement of such obligations are expected to result in outflow of resources, to the extent provided for. The timing and probability of outflow and expected reimbursements, if any with regard to these matters depend on the ultimate outcome of the legal process or settlement/ conclusion of the matter with relevant authorities/ customers/ vendors etc.
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of external legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
The following are the description of claims and assertions where a potential loss is possible, but not probable.
Litigations :
The Company is involved in legal proceedings, both as plaintiff and as defendant. There are claims which the Company does not believe to be of material nature other than those described below.
a) Excise Duty and Service Tax
As at 31 March 2025, there were pending litigations for various matters relating to excise duty and service tax involving demands of Rs. 333.17 million (31 Mar 2024: 333.17 million).
b) Sales Tax /VAT
As at 31 March 2025, the sales tax demands that are being contested by the Company amounted to Rs. 136.82 million (31 Mar 2024: Rs. 196.06 million).
c) Income Tax
As at 31 March 2025, there were pending matters / cases relating to Income Tax for various assessment years aggregating to Rs. 274.43 million (31 Mar 2024: Rs. 274.43 million).
d) Other claims
Other amounts for which the Company may contingently be liable aggregate to Rs 6.60 million (31 Mar 2024: Rs. 6.60 million).
It is not practicable for the company to estimate the closure of the above mentioned issues and the consequential timings of cash flows, if any, in respect of the above.
38. Employee Benefits
i) Defined Contribution Plan
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund and Pension Fund, which is a defined contribution plan. The company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The only amounts included in the balance sheet are those relating to the prior months contribution that are not due to be paid until the end of reporting period. The amount recognised as an expense towards contribution to Provident Fund and Pension Fund for the year aggregated to Rs. 29.25 million (31 Mar 2024: Rs. 24.94 million).
ii) Defined Benefit Plan Description of Plans
Retirement Benefit Plans of the Company include Gratuity, Pension and Post retirement medical benefits.
38. Employee Benefits (Contd..)
Gratuity & Pension
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. Gratuity is funded through direct investment under Indian Oxygen Limited Executive and Graded-Staff Gratuity Funds. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
Investments of Pension for some employees are managed through Company managed trust.
Post retirement medical benefits
Under this unfunded scheme, employees of the Company receive medical benefits subject to certain limits on amounts of benefits, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. The Company accounts for the liability for post-retirement medical scheme based on an actuarial valuation.
Governance
The trustees of the trust fund are responsible for the overall governance of the plan and to act in accordance with the provisions of the trust deed and rules in the best interests of the plan participants. They are tasked with periodic reviews of the solvency of the fund and play a role in the long-term investment, risk management and funding strategy.
Investment Strategy
The Company's investment strategy in respect of its funded plans is implemented within the framework of the applicable statutory requirements. The plans expose the Company to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and inflation risk.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government/ highquality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return. Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Inflation risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
The Company has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long term returns in order to limit the cost to the Company of the benefits provided.
40. Capital management
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company. The Company determines the amount of capital required on the basis of annual business plan coupled with long term and short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations and long term and short term bank borrowings on need basis, if any. The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company. Net debt includes interest bearing borrowings less cash and cash equivalents.
The Company does not have any debt as at the reporting date and hence debt to equity ratio is Nil.
41. Financial Instruments
a ) Category-wise classification of Financial instruments
The carrying value and fair values of financial instruments by class are as follows:
b) Fair value measurements
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
a) Level 1: Quoted prices for identical instruments in an active market -
This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares.
b) Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs -
This level of hierarchy includes financial assets and liabilities, measured using inputs other than the quoted prices included within level 1 that are observables for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes Company's derivative contracts.
c) Level 3: Inputs which are not based on observable market data -
This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market data.
For assets and liabilities which are measured at fair value as at Balance Sheet date, the classification of fair value calculations by category is summarized below:
i) The Company has assessed that cash and bank balances, trade receivables, trade payables, and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
ii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
iii) There have been no transfers between Level 1, level 2 and Level 3 for the year ended 31 March 2025/31 March 2024.
42. Financial Risk Management
In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity
and credit risk, which may adversely impact the fair value of its financial instruments.
The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the
financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors.
The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Company's business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
(i) Market risk:
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
a) Market risk - Foreign currency exchange rate risk:
The Company enter into sale and purchase transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Management monitors the movement in foreign currency and the Company's exposure in each of the foreign currency. Based on the analysis and study of movement in foreign currency, the Company takes remedial measures to hedge foreign currency risk through various measures like derivative instruments etc.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period, not hedged by derivative instruments, are as follows:
A 10% appreciation/depreciation of the foreign currencies with respect to functional currency of the Company would result in an decrease in the Company's net profit before tax by approximately Rs.120.83 million (Year ended 31 March 2024 :
Rs.53.16 million).
b) Market risk - Interest rate risk: Interest rate risk is the risk that the fair value or future cashflow of a financial instrument will fluctuate because of change in market interest rate. The company does not have any borrowings, hence there is no exposure to interest rate risk.
ii) Counter-party credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. Financial instruments that are subject to concentrations of credit risk, principally consist of Cash & bank balances, trade receivables, finance receivables and loans and advances. Company regularly reviews the credit limits of the customers and takes action to reduce the risk. Further diverse and large customer bases also reduces the risk. All trade receivables are reviewed and assessed for default on regular basis.
Customer credit risk is managed by the Company through established policy and procedures and controls relating to customer credit risk management. To calculate ECL, the company groups its receivables (trade receivables and contract assets) by customer type i.e. receivables from Gases (separately for healthcare and non healthcare) and receivables from Project Engineering division. The Company has assessed its related party receivables and concluded that no Expected Credit Loss (ECL) provision is necessary. This determination is based on the strong financial position and creditworthiness of the related parties, along with the historical payment patterns and no risk of default. The company applies the simplified approach to determine the ECL for trade receivables. While calculating ECL, the Company considers its past history, counter party's ability to pay, existing market conditions as well as forward looking estimates at the end of each reporting period. The historical loss rates considered for ECL are given below:
Gases without Healthcare
The credit risk on bank balances and derivative financial instruments is limited because the counterparties are banks with high credit ratings.
* includes contract assets
iii) Liquidity risk:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital lines from various banks. The Company invests its surplus funds in bank fixed deposits, which carry no or low market risk. The Company's liquidity position remains strong at Rs. 1,467.07 million as at 31 March 2025 (31 March 2024 : Rs. 9,798.32 million), comprising of cash and cash equivalents and other balances with banks.
43. Segment information
a) Gases, related products & services from which reportable segments derive their revenues:
Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance is based on product and services. Accordingly, management of the company has chosen to organise the segment based on its products and services as follows:
- Gases, Related Products & Services
- Project Engineering
The company's chief operating decision maker is the Managing Director.
Segment revenue, results, assets and liabilities include the respective amounts that are directly attributable to or can be allocated on a reasonable basis to each of the segments. Revenue, expenses, assets and liabilities which relate to the enterprise as a whole and are neither attributable to nor can be allocated on a reasonable basis to each of the segments, have been disclosed as unallocable.
The company's financing and income taxes are managed on a company level and are not allocated to operating segments.
Inter-segment revenue has been recognised at cost.
The Company operates predominantly within the geographical limits of India. In the company's operations within India, there is no significant difference in the economic condition prevailing in the various states of India. Revenue from sales to customers outside India is less than 10% in the current and previous year. Hence, disclosures on geographical information are not applicable.
e) Information about major customers
Included in the revenue arising from direct sales of products and services of Rs. 24,852.22 million (Year ended 31 Mar 2024:
Rs. 27,683.79 million) are revenues of approximately Rs. 6,408.84 million (Year ended 31 March 2024: Rs. 9,580.42 million) which arose from the sale to company's top two customers. No other single customer contributed 10% or more of the company's revenue in the current and last year.
44. Information on Related Party Disclosure A) List of Related Parties
i) Ultimate Holding Company
Linde Public Limited Company, Ireland
ii) Intermediate Holding Companies
Linde GmbH (Formerly Linde AG, Germany)
Linde Holding Gmbh Linde UK Holdings Limited Linde Holding Netherlands BV
iii) Holding Company
The BOC Group Limited, United Kingdom (Wholly owned Subsidiary of Linde GmbH)
iv) Fellow Subsidiaries and Joint Venture with whom transactions have taken place during the year
45. Leases
I. As a Lessor (IND AS 116)
The following is the summary of future minimum lease rental payments under non-cancellable operating leases and finance leases entered into by the Company.
A. Operating leases as a lessor:
Significant leasing arrangements include lease of plant and machinery for use under long term arrangements for periods ranging between 10 to 20 years with renewal option.
Future minimum lease payments under non-cancellable operating leases are as below:
B. Finance leases as a lessor:
Certain plant and machinery has been made available by the Company to the customers under a finance lease arrangement.
The arrangements covers a substantial part of the economic life of the underlying asset and contain a renewal option on expiry. Receivables under long term arrangements involving use of dedicated assets are based on the underlying contractual terms and conditions. Any change in the assumptions may have an impact on lease assessment and/or lease classification.
45. Leases (Contd..)
Such assets given under the lease arrangement have been recognised, at the inception of the lease as a receivable at an amount equal to the net investment in the lease. The finance income arising from the lease is being allocated based on a pattern reflecting constant periodic return on the net investment in the lease. The income arising on account of finance lease arrangement is Rs 0.26 million (Year ended 31 March 2024: Rs. 1.69 million).
The minimum lease receivable and the present value of minimum lease receivables in respect of arrangements classified as finance leases are as below:
Note :
a) Reduction in cash & cash equivalents for capex projects
b) Reduction in cost of materials consumed
c) Reduction in purchase of materials & purchase of stock in trade
d) Reduction in cash & cash equivalents for capex projects
e) There is no oustanding debt in the company in the current and last year, hence Debt service ratio and Debt- Equity ratio is not applicable.
48. Share-based payments
A. Description of share-based payment arrangements
Linde PLC, under Long Term Incentive Plan, permits the grant of Non-qualified Stock Options, Restricted Stock Units and Performance stock Units.
(i) Stock Options
Stock options which are equity settled options, is granted, subject to the terms and provisions of the Plan, to participants as determined by the Committee, in its sole discretion. Each option granted shall be evidenced by an award agreement that shall specify the option price, the term of the option, the number of shares to which the option pertains, the conditions, including any performance goals, upon which an option shall become vested and exercisable, and such other terms and conditions as the committee shall determine which are not inconsistent with the terms of the Plan.
Awards of options shall be solely subject to the continued service of the Participant and shall become exercisable no earlier than three years after the grant date, provided that such option may partially vest after no less than one year following such grant date; and any other award of options shall become exercisable no earlier than one year after the grant date.
The exercise price is the fair value of shares on the date of the grant. The Options vests in a graded manner over a period of three years.
Under the Plan, employees have the following options:
a) Exercise and Hold - The employees need to pay the exercise cost.
b) Exercise and Sell - The net proceeds (proceeds from sale of shares at fair maket value minus the exercise price) is paid to the employee.
48. Share-based payments (Contd..)
c) Exercise and Sell to cover - The employees sells shares to the extent of exercise cost.
d) Exercise and Net Shares - The Group witholds the shares to cover the exercise cost and remaining shares are credited to the employees account.
Typically employees avail option (b) above and consequently the net proceeds is directly paid by the Company to the employees based on communication from Group's stock option plan service provider.
(ii) Performance and Restricted Stock awards (PSU and RSU)
PSU and RSU which are equity settled options are granted under the 2009 Plan to senior level executives that vest over a period of three years. The exercise price is Nil. Linde Plc cross charges the amount to the Company, determined based on the fair value of the shares on exercise of PSU and RSU at the end of three years.
B. Measurement of fair values
The Company measures compensation expense for stock options at their fair value determined using Black - Scholes Model on the date of the grant. The Company has used the assumptions adopted by the Ultimate Holding Company. The fair value of the equity settled stock options and the assumptions used by the Ultimate Holding Company in the measurement of fair value at grant date and measurement date are as follows:
50. Certain Shareholders have raised objections on the related party transactions entered into by Linde India Limited ("Company") with Praxair India Private Limited (PIPL) and Linde South Asia Services Private Limited since the resolution on material related party transactions in the 85th AGM held on 24 June 2021 had been rejected by the shareholders. The Company has also received inquiries and information requests from the Securities and Exchange Board of India in connection with certain related party transactions and arrangements to which the Company has responded. Based on the legal opinions obtained by the Company, 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. No related party transaction entered into by the Company has a value in excess of the materiality threshold of 10% or more of the annual consolidated turnover of the Company. Therefore, there are no material related party transactions entered into by the Company. In terms of 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.
In October 2023, SEBI summoned the Managing Director and the Company Secretary of the Company to appear before its Investigating Authority ("IA") and has also summoned the Company to furnish certain information and documents, all in connection with its investigation into financial information and business transactions of the Company. Pursuant thereto, they appeared before SEBI and also subsequently responded to the questions with information and documents. The Investigating Officer further issued summons to Independent Directors in January 2024 and sought responses to certain queries and also again sought additional documents and information from the Company. Based on legal review and advice, Writ Petitions were filed in the Hon'ble Bombay High Court (one by all the three IDs and another by the Company) seeking a quash of the aforementioned proceedings and for stay of such proceedings in the interim. While the Writ petitions were pending hearing before the Hon'ble Bombay High Court, SEBI passed an Interim Ex Parte Order on 29th April 2024, against which the Company filed an appeal before the Securities Appellate Tribunal (SAT), and Hon'ble SAT set aside the Interim Ex Parte Order vide its Order dated 22nd May 2024 and allowed the Company to inspect documents and file its reply. Subsequently, Company inspected the documents and made its submissions and thereafter SEBI passed an order dated July 24, 2024 (the "SEBI Order") giving its conclusion and directions and also stated that the role/ culpability of the Directors/ Officers of the Company, if any, for issues covered under this Order, will also be addressed separately. The directions issued in respect of assessing materiality threshold for related party transactions are summarized below :
a. The Company shall test the materiality of future 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.
b. In the event the aggregate value of the related party transactions, calculated as provided in clause (a), exceeds the materiality threshold provided under Regulation 23(1), the Company shall obtain approvals as mandated under Regulation 23(4) of the SEBI LODR Regulations.
The Company has filed an Appeal on 5th August 2024 against the aforementioned Order of SEBI before the Securities Appellate Tribunal and subsequent to multiple adjournments the hearing is now fixed for 10 & 11 June, 2025. Accordingly, the matter is currently sub-judice.
Management regularly evaluates the business and regulatory risks, including the above matters and it recognises the related uncertainties around their ultimate outcomes, the impact of which, if any, is not presently ascertainable.
51. As an integral part of the JV Agreement dated 24th March, 2020, which was duly approved by the Board of Directors of the Company on 24th March, 2020, the Company and Praxair India Private Limited (PIPL), a fellow subsidiary, agreed to have an aligned approach towards customers across India based on criteria like, proximity to existing plants of both the companies, incumbency, availability of technology, availability of plant configurations or suitable product lines, ability to offer the cheapest solution, compliance with the competition law, etc. In order to avoid conflict, new onsite air gas business with limited merchant credit is to be pursued based on factors like incumbency or technology advantage and competitiveness and new onsite air gas business with significant merchant credit is to be pursued based on geographical regions. Any expansions and/or renewals of existing business is guided by the principle of incumbency - where the entity already having an existing business relationship will get to bid for any expansions and/or renewals related to such existing business. Allocation of new merchant business between the Company and PIPL is determined on incumbency and in the absence of incumbency
it is determined on geographical basis, and this has been enunciated in the JV agreement. Accordingly, the Company will handle new
51. (Contd..)
merchant business exclusively in Eastern India, Northern India, and Western India (excluding Industrial Bulk Business in Maharashtra) whilst PIPL will handle new merchant business in South India, Central India and in the Industrial Bulk Business in Maharashtra. Further, the project engineering business was agreed to be pursued solely by the company and the CO2 and HYCO & PST business was agreed to be pursued solely by PIPL. The allocation of business has been agreed mutually in a transparent and equitable manner and is based on sound business principles, efficiency of logistics and judgement. The Board and the Management have ensured that the Company's legitimate business interests have been sufficiently protected and are not jeopardized due to such allocation. SEBI, vide its Order dated July 24, 2024 was of the view that (a) this business allocation, though characterized as a division of future business rather than a current transaction, effectively alters the distribution of business opportunities between the related parties; (b) such arrangements can result in a redistribution of corporate business and opportunities that would otherwise benefit the company; (c) this seemingly benign but arbitrary reallocation of business presents a potential risk to the future growth prospects of the Company, which may not serve the best interests of the public shareholders. In SEBI's view, transactions of this nature must be subjected to rigorous scrutiny and require approvals akin to traditional RPTs to ensure that investor interests are safeguarded. It also held that the business allocation between the Company and PIPL prima facie constitutes a transfer of resources by a listed company to a related party and that this transfer should have been preceded by a valuation exercise or financial impact analysis to enable the Board of the Company to make an informed decision.
The directions issued in respect of JV agreement and allocation of business between the Company and PIPL are summarized below:
a. NSE shall appoint a registered valuer to carry out a valuation of the business foregone and received, including by way of geographic allocation, in terms of Annexure IV of the JV&SHA.
b. NSE shall share the valuation report received from the valuer appointed in compliance with the directions contained in this Order with the Company and SEBI.
c. The Company shall within two weeks of receiving the valuation report place it before the Audit Committee and the Board.
d. The Company shall make a disclosure on the stock exchanges providing a summary of the key observations in the valuation report along with management comments on the same.
SEBI, in its order dated July 24, 2024, has also stated that in respect of the allegations concerning the business allocation under the JV&SHA, further course of action will be determined post receipt of the valuation report and that the role/ culpability of the Directors/ Officers of the Company, if any, for issues covered under this Order, will also be addressed separately.
The Company has filed an Appeal on 5th August 2024 against the aforementioned Order of SEBI before the Securities Appellate Tribunal and subsequent to multiple adjournments the hearing is now fixed for 10 & 11 June, 2025. Accordingly, the matter is currently sub-judice.
Pursuant to the aforementioned SEBI order dated July 24, 2024, NSE appointed a valuer to carry out the valuation against which the Company additionally approached SAT for stay on the said valuation exercise which was rejected by SAT vide its order dated September 13, 2024. Subsequently, the Company appealed before the Hon'ble Supreme Court against the SAT order dated September 13, 2024 which was rejected by Hon'ble Supreme Court vide its order dated September 23, 2024. The valuer appointed by NSE commenced the valuation exercise and the information shared with the valuer shall be treated as Unpublished Price Sensitive Information. SEBI subsequently, communicated about a change in registered valuer which had been objected by the Company. On 12 February 2025 the matter was heard by the Tribunal. On 17 April 2025 the Tribunal confirmed the appointment of new valuer and advised the Company to provide the information/data to the Valuer within six (6) weeks from the date of hearing. The Company is in the process of collating and sharing the information with the Valuer.
Management regularly evaluates the business and regulatory risks, including the above matters and it recognises the related uncertainties around their ultimate outcomes, the impact of which, if any, is not presently ascertainable.
52. Dividends
The dividends declared by the Company are based on the profits available for distribution as reported in the financial statements of the Company. On 23 May 2025, the Board of Directors of the Company have proposed a dividend of Rs. 12 per share including a special dividend of Rs. 7.50 per share for the year ended 31 March 2025, subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of Rs. 1,023.41 million.
53. The standalone financial statements for the year ended 31 March 2025 were approved by the Board of directors and authorized for issue on 23 May 2025.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of Board of Directors of (Firm Registration Number: 304026E/E300009) Linde India Limited
CIN: L40200WB1935PLC008184
PRAMIT AGRAWAL M DEVINE A BANERJEE S R AMARTHALURU
Partner Chairman Managing Director Director
Membership Number: 099903 DIN : 10042702 DIN : 08456907 DIN :0008231 3
N KJUMRANI ADHANUKA
Place: Bengaluru Chief Financial Officer Company Secretary
Date: 23 May 2025 ACA: 065258 ACS: 23872
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