| Textual Information(1) |
Notes: (i) The financial results were reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meeting held on 11th August 2026. The limited review for the quarter ended 30th June 2026, as required under Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, has been carried out by the Statutory Auditors. (ii) The Consolidated financial results reflect the results of Linde India Limited (Company) and share of profit of two Joint ventures 'Linde South Asia Services Private Limited' and ‘Bellary Oxygen Company Private Limited’. Company has entered into share subscription and shareholder’s agreement (SHA) and power purchase agreements (PPA) (Collectively known as arrangement) with certain special purpose vehicle entities (SPV) namely Avaada MHYavat Private Limited, FPEL Surya Private Limited and Zenataris Renewable Energy Private Limited to purchase renewable energy. As per the terms of SHAs, the Company is required to transfer the shares of SPV on termination / end of PPA to the promoters of SPV at the value defined in SHA. While such investments are considered as associates under Ind AS 28 considering the terms of arrangement of these investments like voting rights, contractual arrangement for offtake of power etc, the Company's investment in such entities does not provide it access to the returns associated with ownership interests. Accordingly, the Company has determined that it is not required to apply equity method of accounting for investment in these associates, and consequently, such investments are classified as investments in debt instruments and are measured at amortised cost at each reporting date. (iii) (A) 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 after several hearings, the Hon’ble Tribunal vide its order dated 5th December 2025 dismissed the appeal filed by the Company. The Company filed an Appeal on 16th December 2025 against the Order of Hon’ble Securities Appellate Tribunal before the Hon’ble Supreme Court and upon hearing the matter on 16th January 2026, the Hon’ble Supreme Court was pleased to admit the Appeal but no stay was granted, however, it stated that before an action is taken on the valuation, Hon'ble Supreme Court shall be informed about the same. The matter came up for hearing on 30th July, 2026, however it was adjourned and was subsequently listed for hearing on 5th August, 2026 and 6th August, 2026 but was not taken up for hearing. Without prejudice to the Company’s interpretation on Related Party Transactions before the SEBI, SAT and the Hon’ble Supreme Court, and as a matter of abundant caution and to protect the interest of the Company and as legally advised, the Company sought the approval of the Members of the Company by way of an ordinary resolution, as per the interpretation of SEBI on the materiality threshold of the transactions with a Related Party, at the extra-ordinary General Meeting held on 5th March 2026 for the financial year 2025-26. The proposed resolution was not passed by the Members. The Company also received further summons from SEBI dated April 9, 2026, April 28, 2026 which was responded to by the Company on May 19, 2026. On June 9, 2026 another summon was received by the Company, which was responded to by the Company on June 29, 2026. The Company received further summons on June 29, 2026 and July 7, 2026 which were responded to by the Company by a common letter dated August 5, 2026. Management regularly evaluates the business and regulatory risks, including the above matter and it recognises the related uncertainties around their ultimate outcomes, the impact of which, if any, is not presently ascertainable. (iii) (B) 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 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 after several hearings, the Hon’ble Tribunal vide its order dated 5th December 2025 dismissed the appeal filed by the Company. The Company filed an Appeal on 16th December 2025 against the Order of Hon’ble Securities Appellate Tribunal before the Hon’ble Supreme Court and upon hearing the matter on 16th January 2026, the Hon’ble Supreme Court was pleased to admit the Appeal but no stay was granted, however, it stated that before an action is taken on the valuation, Hon'ble Supreme Court shall be informed about the same. The Company had on 24th March 2026 received a Valuation Report dated 16th March 2026 from The National Stock Exchange of India Limited (NSE) and the NSE directed the Company to place the Valuation Report within two weeks of the receipt thereof before the Audit Committee and the Board and 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, pursuant to SEBI order dated 24 July 2024.The Valuation Report has come up with valuations of business allegedly foregone and business allegedly gained. Thereafter, the Company has filed an Interlocutory Application (IA) before the Hon'ble Supreme Court of India on 1st April 2026 seeking a direction to SEBI that no steps or actions be taken by the SEBI pursuant to the Valuation Report dated 16th March 2026, including those contemplated in the SEBI order dated 24th July 2024 during the pendency of the Appeal before the Hon'ble Supreme Court. The matter came up for hearing on 30th July, 2026, however it was adjourned and was subsequently listed for hearing on 5th August, 2026 and 6th August, 2026 but was not taken up for hearing. The Company also received further summons from SEBI dated April 9, 2026, April 28, 2026 which was responded to by the Company on May 19, 2026. On June 11, 2026 another summon was received by the Company, which was responded to by the Company on June 29, 2026. The Company received further summons on June 29, 2026 and July 7, 2026 which were responded to by the Company by a common letter dated August 5, 2026. The management is not in a position to estimate the impact of the Valuation Report on the financials of the Company, given that the matter is sub-judice and appeal is pending for hearing before Hon'ble Supreme Court. Management regularly evaluates the business and regulatory risks, including the above matters and it recognizes the related uncertainties around their ultimate outcomes, the impact of which, if any, is not presently ascertainable. (iv) Figures for the three months ended 31 March 2026 are balancing figures between audited figures in respect of full financial year ended 31 March 2026 and the published year to date figures for the nine months ended 31 December 2025. |