The Directors have pleasure in submitting their Report together with the Audited Financial Statements of your Company for the financial year ended 31 March 2026.
The Company's standalone financial performance for the year ended 31 March 2026 is summarized below:
In Rupees million
Year ended 31 March 2026
Year ended 31 March 2025
Revenue from operations
25,306.40
24,853.76
Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA)
9,763.78
8,329.30
Less: Depreciation and amortisation expense (including impairment)
2,348.70
2,138.30
Earnings before interest and tax (EBIT)
7,415.08
6,191.00
Less: Finance cost
144.98
126.28
Profit before tax (PBT)
7,270.10
6,064.72
Tax Expense
1,761.36
1,586.59
Net Profit for the year (after tax) (A)
5,508.74
4,478.13
Total Other Comprehensive Income for the year (B)
(11.52)
(15.00)
Total Comprehensive Income for the year (C)=(A) (B)
5,497.22
4,463.13
Movement in Equity
Retained earnings opening balance brought forward
28,943.95
25,504.46
Add: Net Profit for the year
Less: Other comprehensive income recognised in retained earnings (net of taxes)
(11.58)
(15.23)
Profit available for appropriation (D)
34,441.1 1
29,967.36
Appropriations: Dividend on Equity share paid during the year# (E)
(1,023.41)
Retained earnings closing balance carried forward (F)= (D) (E)
33,417.70
#Pertains to dividend for the financial year ended 31 March 2025 @ 120% including special dividend (Previous year @ 120% including special dividend
for the financial year ended 31 March 2024) on 85,284,223 equity shares of Rs.10 each.
Financial Performance for the Year ended 31 March 2026
Your Company has recorded total revenue from operations of Rs. 25,306 million during the financial year ended March 2026 as compared to Rs. 24,854 million in previous financial year showing an increase of 1.8% y-o-y.
The Gases Division recorded a growth of 4.3% y-o-y, from Rs. 20,407 million to Rs. 21,282 million, whereas the Project Engineering Division business reported a decline of 9.5% y-o-y from Rs. 4,446 million to Rs. 4,025 million. Growth in Gases revenue was mainly driven by higher merchant liquid demand across all sectors. The decline in Project Engineering business was mainly attributable to project timing; however, the division continues to perform strongly with a healthy order book supporting mainly steel, refineries and electronics sectors.
During the year, your Company achieved earnings before interest, taxation, depreciation and amortization (EBITDA) of Rs. 9,764 million as compared to Rs. 8,329 million in the previous financial year, representing a growth of 17.2% y-o-y. The increase in operating profit was driven by strong growth in merchant volume mainly from liquid nitrogen and liquid argon. The Healthcare segment also delivered higher volumes mainly from liquid medical oxygen. Onsite sector continued to perform strongly in line with demand from all key sectors. Other factors driving improved profitability are cost productivity and optimization measures.
The total depreciation for the year ended 31 March 2026 increased from Rs. 2,138 million in previous financial year to Rs. 2,349 million in current year mainly due to commercialization of new sites.
Profit before tax (PBT) shows an incremental profit of Rs. 1,205 million, representing double digit growth of 19.9% y-o-y.
The total tax expenses for financial year ended 31 March 2026 were Rs. 1,761 million as against Rs. 1,587 million in the previous financial year.
Profit after tax (PAT) for the year stood at Rs. 5,509 million as against Rs. 4,478 million for the year ended 31 March 2025 reflecting 23% growth.
Dividend
Your Board has recommended a dividend of 120% (Rs. 12/- per equity share) which comprises of a normal dividend of 40% (Rs. 4/-per equity share) and a special dividend of 80% (Rs.8/- per equity share) on 85,284,223 equity shares of Rs.10/- each in the Company for the financial year ended 31 March 2026, as against a dividend of 120% (Rs. 12/- per equity share) for the financial year ended 31 March 2025, which comprised of a normal dividend of 45%
(Rs. 4.50 per equity share) and a special dividend of 75%
(Rs. 7.50 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 90th Annual General Meeting scheduled to be held on Thursday, 13 August 2026 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 dividend paid for the financial year ended 31 March 2025. 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, 2025.
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 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 2026 together with its joint venture company, Linde South Asia Services Private Ltd. (earlier known as LSAS Services Private Ltd.) and Bellary Oxygen Company Private Limited. The said consolidated financial statements of the Company form part of the Annual Report. During the year under review, Bellary Oxygen Company Private Limited, one of the joint venture companies has been reclassified from "Assets held for sale" to "Investment in Joint Venture". The Company also has three Associates as on 31 March 2026, viz. Avaada MHYavat Pvt Ltd., FPEL Surya Pvt Ltd. and Zenataris Renewable Energy Pvt Ltd. The financials of the said Associates have not been consolidated with the financials of the Company for the reasons more specifically explained in Note 1a 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 does not apply to it.
Details of Joint Venture and Associate Companies
As on 31 March 2026, 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 Limited 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 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 (formerly known as LSAS 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 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. 113.75 million towards subscription of 1 1,375,000 equity shares of Avaada MHYavat Private Ltd. 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. No additional investments were made during the financial year ended 31 March 2026 in Avaada MHYavat 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 Ltd. 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. No additional investments were made during the financial year ended 31 March 2026 in FPEL Surya 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. The Company during the year ended 31 March 2025 made an incremental investment of Rs. 350 million towards subscription of 5,728,314 equity shares of Zenataris Renewable Energy Private Limited. As on 31 March 2026, the cumulative shareholding of the Company in Zenataris Renewable Energy Private Limited was 27%. No additional investments were made during the financial year ended 31 March 2026 in Zenataris Renewable Energy Private Limited.
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]
The Indian economy continued to demonstrate resilience amid significant geopolitical uncertainties. GDP growth remained at around 7%, supported by robust domestic consumption. The manufacturing sector also expanded steadily, although its share of GDP stays broadly range-bound at 15%-17% over the years.
While there is a steady growth in the traditional core industrial production (e.g. steel, refinery, automotive, construction), the sunrise sectors such as solar and semiconductor saw high double-digit growth. The new sectors are adding to the export earnings and attracting new investments. Local value addition in manufacturing has seen a growing trend although there is significant room for improvement.
Services, however, continued to dominate—contributing over 55% of GDP—with strong performance in IT, finance, and logistics. Meanwhile, MSMEs continued to act as the backbone of industrial activity, contributing considerable share of GDP and playing a key role in job creation. This in turn drives the consumption demand.
India has a clear ambition to become a global manufacturing hub well articulated through the 'Make in India' mission. This ambition coupled with clear intent of securing energy security and advancing localization will drive a wide range of investment and manufacturing activities in the coming years. The Government is extending necessary support to make the 'Make in India' mission a success with the right set of policy implementation, extending PLI schemes, improving 'ease of doing business' advancing infrastructure leading to logistics cost reduction—targeting a globally competitive industrial ecosystem.
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 Performance
The Company continued to strengthen its Gases business across Onsite, Merchant Bulk and Packaged segments during the year, driven by a combination of operational excellence, customer engagement and targeted market initiatives. Focus on enhancing supply chain capabilities, expanding into high-growth sectors and deepening customer relationships remained central to the business strategy.
The Onsite business remained focused on commercialization of new capacities to support upcoming expansion plans of the large customers, particularly in Steel and Refinery segment. With wide network of plants, cluster pipelines and distribution assets, the Company continues to provide reliable supply solutions to all customers.
The Merchant Bulk business recorded steady growth during the year. The segment achieved its highest-ever liquid loading volumes during FY 2025-26, reflecting strong demand across key industrial sectors.
The Company continued to strengthen its distribution network with the commissioning of a new debulking facility at Lucknow catering to LOX, LMO, LIN and LAR, thereby improving regional accessibility and supply reliability. Capacity expansion initiatives also remain on track, with the new 250tpd ASU in Dahej, scheduled for commissioning in FY 2026-27. This expansion builds on the strong performance and faster-than-anticipated ramp-up of the previous ASU at Dahej and is expected to further augment capacity in the region.
From a product perspective, Liquid Nitrogen continued to witness robust growth, outpacing Liquid Oxygen for the second consecutive year, driven by increasing demand from the electronics and food & beverage sectors. The electronics segment, in particular, benefitted from capacity expansion in the photovoltaic (PV) solar industry and new investments in semiconductor packaging.
The Liquid Argon market also recorded steady growth, supported by sustained demand from metal fabrication and stainless steel industries, as well as incremental demand from electronics and solar sectors. Demand from ferro-alloy manufacturers producing low-carbon alloys further contributed to Argon consumption.
In line with its focus on quality and compliance, the Company achieved FSSC 22000 certification for its ASUs at Selaqui, Jamshedpur, Rourkela and Taloja during the year, strengthening its positioning in the food-grade liquid nitrogen segment and supporting growth in the F&B industry.
The Packaged Gases business delivered strong growth across product segments, driven by a focused strategy on high-value and differentiated offerings, particularly in the Argon product portfolio.
Capacity enhancements undertaken at Baroda, along with a planned expansion roadmap for new PGP sites, are expected to further strengthen geographic reach and service capabilities.
The Company also continued to expand its specialty gases portfolio, with the commencement of high-purity nitrous oxide (N2O) purification unit at Hyderabad, catering to the Solar and Electronics segments.
In addition, the Company has approved an ammonia purification project in Gujarat, expected to be commissioned in FY 2026-27, and has secured new greenfield projects in the solar segment under long-term contracts of five years.
The healthcare business continued to perform strongly, with active customer engagement initiatives, including participation in medical conferences, training programs and technology demonstrations.
The Company also secured the largest Medical Gas Pipeline System (MGPS) order in India from DRFMS Hospital, Mumbai, further strengthening its presence in the healthcare segment.
During the year, the Company actively engaged with emerging and strategic sectors through participation in key industry platforms such as the Renewable Energy Expo at Noida and the Space Tech Conference. These initiatives enabled the Company to showcase its sustainable gas solutions and advanced applications, reinforcing its position as a partner of choice across high-growth industries.
Overall, the Gases business continues to demonstrate resilience and growth, supported by a balanced portfolio, strong customer relationships and expanding presence across emerging sectors. The Company remains well-positioned to capitalise on growing demand from core industries and new-age applications, while continuing to invest in capability enhancement and supply chain strengthening.
New Investments
The Company undertook several new investments during FY 2025-26, reflecting its continued focus on capacity augmentation and strengthening supply chain capabilities. The most significant investment during the year was the IOCL Panipat nitrogen (N2) project, which was capitalised in October 2025. This was followed by the commissioning of a nitrous oxide (N2O) purification unit in Hyderabad, Telangana in August 2025, and the Lucknow-Kanpur debulking station, which started its commercial operation in September 2025.
In addition, the Company continued to invest in the special gases segment, with a focus on strengthening its distribution capabilities. Investments aggregating to approximately Rs.374 million were made towards assets such as silane tube trailers, an ammonia ISO tanker and an N2O tube trailer. Collectively, these investments reflect a balanced approach, combining large-scale industrial projects with the enhancement of downstream logistics to support growing market demand.
To further strengthen its presence in the industrial cluster at Dahej, Gujarat, the Company is currently executing a long-term project with Asian Paints (Polymers) Private Limited, a wholly-owned subsidiary of Asian Paints Limited, for the supply of industrial gases through pipeline to its upcoming manufacturing facility. As part of this initiative, the Company is in the process of setting up its third Air Separation Unit (ASU) at Dahej, with a liquid capacity of 245 TPD along with 100 TPD of gaseous oxygen (GOX). This project, which is under implementation, is expected to further strengthen the Company's pipeline cluster in the Dahej region.
Customer Experience
At Linde, customer experience (CX) remains at the core of our operations. Delivering a superior and consistent customer experience fosters trust, strengthens long-term relationships, and reinforces our position as a partner of choice, thereby directly contributing to sustainable growth and market leadership.
Building on the stakeholder framework introduced last year, the Company has continued to strengthen its approach to customer experience measurement through annual CX surveys, which form a key pillar of its structured feedback ecosystem. This ongoing engagement enables the Company to capture diverse stakeholder perspectives that influence procurement decisions, long-term partnerships, and overall operational effectiveness. Going forward, this consistent and structured approach will support benchmarking of performance over time and further strengthen enduring relationships across all stakeholder groups.
The Company's key CX metrics reflect this progress:
• Net Promoter Score (NPS): 40 (on a scale of -100 to 100), with Decision Makers rating the Company at 43, indicating strong advocacy and willingness to recommend Linde.
• Customer Effort Score (CES): 4.2 (on a scale of 1 to 5),
reflecting ease of doing business, as assessed by Purchasers.
• Customer Satisfaction Index (CSI): 4.3 (on a scale of 1 to 5)
across all verticals, with over 85% of customers reporting high satisfaction levels.
Distribution
Distribution is a core element of Linde's operating model, ensuring safe, reliable, and efficient delivery of both bulk and packaged gases to a wide range of customer segments, including Healthcare, Industrial and Food & Beverage. In addition to managing high volume logistics operations, the Deliver function plays a key role in advancing automation, digitalization, and operational excellence across the value chain.
Over recent decades, Deliver has consistently focused on improving performance year after year. Ongoing investments in digital technologies have strengthened critical areas such as planning, driver engagement and training, centralized monitoring, transportation efficiency, and fleet maintenance. These initiatives support measurable improvements in productivity, operational efficiency, and safety performance.
Road safety remains a fundamental priority for Deliver. The Company operates an integrated training and learning framework designed to promote safe driving behavior and operational discipline. The Fleet Control Room supports compliance management and traffic monitoring, reinforcing fleet safety and operational transparency.
Following earlier investments in centralized monitoring through the Transport Operations Center (TOC), Deliver has progressed toward greater integration of learning and capability building initiatives. A unified learning ecosystem is being developed, combining virtual reality, simulators, digital and animated training content, and structured governance frameworks to support continuous skill development across distribution employees and driver communities.
Virtual reality based training modules were used to deliver immersive learning experiences focused on critical operational processes, training more than 1,000 drivers during the period under review. Simulator based training at the Jamshedpur facility continued to be a key component of the training portfolio, with over 1,000 drivers trained year on year. These initiatives complement regular driver mentoring, behavioral safety coaching, psychometric assessments, and fitness checks conducted prior to trip commencement.
Technology enabled engagement was further expanded through a dedicated mobile application used across the Deliver function, connecting more than 1,600 drivers. The platform provides operational guidance, performance visibility, and continuous communication. A 24x7 Driver Helpline continues to support timely issue resolution and reinforces the Company's commitment to driver well-being and engagement as well as compliances in terms of transportation needs and on road support.
The Company's safety performance showed sustained improvement compared with previous years. Distribution, as a department, successfully recorded zero 'InControl' incidents during the reporting period, underlining Linde's ongoing commitment to safety, risk management, and operational discipline.
Project Engineering
The Project Engineering Division (PED) continues to be a key enabler of the Company's long term growth, with a strong focus on Air Separation Plants, VPSA and Nitrogen plant ventures. The Division provides end-to-end capabilities, encompassing the entire project lifecycle from conceptualization and design through to execution and commissioning. It caters seamlessly to both internal and external customers, consistently delivering critical, high-quality industrial equipment.
During the year, the Division achieved a significant milestone by securing and progressing the execution of two prestigious flagship contracts—Tata Dholera and Tata OSAT. The Tata Dholera project marks a landmark development as India's first commercial semiconductor fabrication facility, while the Tata OSAT project in Assam is focused on building advanced semiconductor packaging and testing capabilities. The division is also constructing a few other major projects including an ASU for the new PVC manufacturing facility for Reliance at Nagothane, Nitrogen plant for Adani at their Solar cell manufacturing facility at Dahej and several nitrogen plants for public sector entities such as IOCL, BPCL and Petronet LNG. The successful acquisition of these projects reflects the Division's world-class engineering expertise and its strategic alignment with India's evolving technological and industrial priorities.
The Division's manufacturing infrastructure witnessed strong utilisation levels and operational performance during the year. Supported by the U-stamp-certified facility in Kolkata, the expanded workshop at Jamshedpur achieved a notable milestone, with the production of cryogenic vessels aggregating to an annual capacity of ~2,000 KL.
The commercial pipeline continues to remain robust, supported by sustained order inflows across diverse segments. Up to March 2026, the Division secured order intakes of INR 13,321 million from third-party projects and INR 5,768 million from in-house & inter-company projects. On the back of this strong order inflow and a healthy pipeline of ongoing projects, PED's total order backlog as at the end of March 2026 stood at INR 24,653 million.
Execution excellence and timely delivery remain central to the Division's operations. During the year, the commissioning teams successfully delivered and operationalised a wide range of facilities, including 3 Air Separation Units (ASUs), 3 Nitrogen Generators, 1 CAS/IAPA facility, 3 value-added nitrogen compressor plants and 1 nitrous oxide purification unit. In addition, the Division successfully executed standard on-site (SOS) projects for key customers such as Renew, Waaree, Amara Raja and Foxconn, further reinforcing its execution capabilities and customer trust.
Opportunities
The Company operates in an environment characterised by strong economic fundamentals and structural growth drivers in India, which provide a robust platform for long-term growth. India continues to be one of the fastest-growing major economies, supported by resilient domestic demand, increasing private consumption and sustained capital investment. This broad-based economic momentum, coupled with continued expansion in the services sector, provides a stable and diversified growth base for industrial activity and, in turn, demand for industrial and medical gases.
The Government's continued focus on manufacturing-led growth, supported by initiatives such as the Production Linked Incentive (PLI) schemes and targeted policy measures, is expected to strengthen India's position in global value chains across sectors such as electronics, semiconductors, chemicals and capital goods. This is likely to drive incremental demand for industrial gases across a wide range of applications.
Public investment in infrastructure continues to be a key growth catalyst, with higher capital expenditure leading to improved logistics, enhanced productivity and increased industrial activity. Growing urbanisation, including the development of tier-2 and tier-3 cities and emerging industrial clusters, is expected to open new markets and expand the Company's geographic footprint.
In addition, ongoing efforts to improve the investment climate through regulatory reforms and policy stability are expected to support sustained private sector participation and longterm capital flows.
The rapid advancement of digital technologies and increasing focus on innovation present further opportunities for industrial growth. India's push towards digital infrastructure, artificial intelligence and advanced manufacturing is expected to drive demand for high-purity and specialty gases used in electronics, semiconductor manufacturing and related sectors.
In addition, India's increasing integration with global supply chains and its strategy to diversify trade linkages are expected to enhance its role in international markets. This, along with continued strength in services exports, provides a supportive backdrop for industrial growth and investment, which is expected to translate into sustained demand for the Company's products and services.
While the business environment continues to evolve, the Company remains well-positioned to leverage these structural growth opportunities through its diversified portfolio, strong customer relationships and focus on operational excellence.
Threats
The Company operates in an environment influenced by evolving global and domestic economic conditions, which may impact its business performance and growth prospects. At the global level, increasing trade protectionism, geopolitical tensions and uncertainties in international markets continue to pose risks to supply chains, energy markets and capital flows. Any slowdown in global economic growth may also affect demand from key industrial sectors linked to the Company's business. These factors, coupled with volatility in global financial markets and currency fluctuations, may impact input costs and overall cost structures.
On the domestic front, inflationary pressures, particularly in key commodities, and rising energy costs remain areas of concern, given the energy-intensive nature of industrial gas production. Further, fiscal constraints and changes in regulatory or policy frameworks may influence infrastructure spending and industrial activity, which are important demand drivers for the Company's products.
The Company's performance is closely linked to core sectors such as steel, refining, chemicals, healthcare and infrastructure. Any slowdown in these sectors could impact demand for industrial and medical gases. In addition, competitive intensity, including capacity additions by industry participants, may exert pressure on pricing and margins. The Company's business model, including long-term onsite supply arrangements, also exposes it to customer concentration and sectoral cyclicality.
Operational risks arising from supply chain disruptions, availability of critical equipment and reliability of large production facilities such as Air Separation Units may affect plant uptime and service
delivery. The increasing digitalization of operations also exposes the Company to cybersecurity risks, which could impact business continuity if not adequately managed.
Further, the Company is exposed to environmental and climate-related risks, including those arising from the transition towards a low-carbon economy and increasing regulatory focus on sustainability. Currency volatility may also impact import costs, particularly for energy and capital equipment. Additionally, evolving technology and changing customer expectations may require continuous investments in capabilities and innovation.
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.
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 2026, 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.
The rating of your Company's total bank facilities - both fund-based and non-fund based by CRISIL has been reaffirmed & withdrawn with effect from August 2021, as your Company has 'zero' borrowings from any Banks.
As on 31 March 2026, 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.
During the year under review, the Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013.
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 filed an Appeal on 5 August 2024 against the aforementioned Order of SEBI before the Hon'ble Securities Appellate Tribunal and after several hearings, the Hon'ble Tribunal vide its order dated 5 December 2025 dismissed the appeal filed by the Company. The Company then filed an Appeal on 16 December 2025 against the Order of Hon'ble Securities Appellate Tribunal before the Hon'ble Supreme Court and upon hearing the matter on 16 January 2026, the Hon'ble Supreme Court was pleased to admit the Appeal and direct the SEBI to inform the Hon'ble Supreme Court before taking any action on the valuation. The Company has thereafter received a Valuation Report dated 16 March 2026 from the National Stock Exchange of India Ltd (NSE) with a direction to 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 Company has filed an Interlocutory Application (IA) before the Hon'ble Supreme Court of India on 1 April 2026 seeking a direction to the SEBI that no steps or actions be taken by the SEBI pursuant
to the Valuation Report dated 16 March 2026. The matter as on the date of this Report is sub-judice and the appeal and IA are pending for hearing before Hon'ble Supreme Court.
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 to 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 63rd unpaid/unclaimed dividend amount of INR 0.32 million pertaining to the financial year ended 31 December 2017 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 12,108 equity shares held by 86 shareholders to the Demat Account of the IEPF Authority on 21 June 2025, 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)
Safety continued to remain a core priority for Linde throughout 2025, supported by a structured focus on strengthening safety culture, capability development, and emergency preparedness.
The year commenced with the rollout of the Global SHEQ Campaign, "Who Can You Count On to Help Keep You Safe at Linde," aligned with HSE Principle #3, reinforcing the message that every individual is responsible for their own safety as well as the
safety of others around them. The campaign strengthened shared ownership, peer to peer intervention, and collective accountability across operations.
This was followed by the observance of Global Safety Commitment Week 2025, aligned with HSE Principle #4 - "Speak Up, Stay Safe." The initiative emphasized open communication, proactive intervention, and the importance of raising concerns without hesitation. In recognition of strong engagement and visible leadership commitment, multiple sites across the region received Gold and Silver appreciations from RSE, reflecting consistent alignment with Linde's safety values. Environmental stewardship was further reinforced through the observance of World Environment Day, aligned with the theme "Beat Plastic Pollution," across India operations.
A strong emphasis was placed on capability building and competence development to strengthen both system compliance and behavioral safety. Structured Permit to Work (PTW) and Job Training and Orientation (JTO) programs were conducted across locations to reinforce safe execution of critical activities and frontline risk awareness. In addition, B SHEQ and Lead Assessor training programs were conducted, strengthening internal assessment capability and enabling the development of qualified Lead Auditors within the team. These initiatives enhanced assurance effectiveness, improved safety governance, and strengthened behavior based safety through informed leadership, improved observation quality, and constructive interventions.
Emergency preparedness remained a key focus area, with regular drills and response validation exercises conducted across multiple locations. Scenario based mock drills covering fire, chemical release, tanker leakage, and electrical incidents were executed to test site readiness and response effectiveness. Rescue demonstrations, TERP exercises, and coordinated fire response training conducted with Mutual Aid partners and statutory authorities further strengthened emergency response capability and inter agency coordination.
In addition, National Safety Day/Week and National Road Safety Week were observed across all India sites and offices, aligned with themes issued by concerned authorities.
Together, these initiatives strengthened safety awareness, behavioral discipline, and emergency preparedness across Linde India operations, supporting the organization's continued journey toward ZERO harm to people and the environment.
Human Resources
The year under review has been a fulfilling one, marked by steady progress as the Company advanced on a strong growth trajectory. A key milestone during the period was the successful implementation of wage code changes in alignment with the new Labour Codes.
This initiative underscores the Company's commitment to regulatory compliance while ensuring minimal disruption to employees.
During the year, the Company successfully undertook the relocation of employees from Oxygen House to RDB Primarc. The transition was executed in a well-planned and timely manner, ensuring a seamless and efficient shift, with due consideration to employee experience and uninterrupted business operations.
As part of its talent strategy, the Company conducted comprehensive leadership assessments to gain deeper insights into competencies and potential. This has enabled targeted investments in high-potential talent, with a clear focus on strengthening the leadership pipeline and building future-ready capabilities across the organization.
On the Diversity and Inclusion front, a structured mentoring program was launched for the IGNITE cohort, aimed at providing guidance and support to help participants achieve their career aspirations and enhance their professional development.
In line with its continued focus on employee engagement, the Company organized several initiatives for its blue-collar workforce, including celebrations of key festivals such as Vishwakarma Puja, along with picnics and informal gatherings.
These initiatives have contributed significantly to fostering stronger team cohesion and enhancing the overall sense of belonging across the organization.
The Company continued to maintain harmonious employee relations across all its plants and offices in India, reflecting a stable, collaborative, and positive work environment. As on 31 March 2026, the total manpower strength was 252.
The Company has followed the applicable provisions of the Maternity Benefit Act, 1961.
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 (POSH Act) 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.
As a preventive measure and to create awareness in this area, the Company has been conducting refresher programs for all permanent and contractual employees. During the period under review, the details of complaints received by the Company under the POSH Act are as follows:
Sl. No.
Particulars
Number
1.
Number of complaints of sexual harassment received in the year
Nil
2.
Number of complaints of sexual harassment disposed off during the year
3.
Number of cases pending for more than ninety days
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 2026 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 shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder 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 healthcare interventions for treatment of children suffering from congenital heart disease and cancer, reconstruction of school infrastructure, road safety through simulator-based driver training programmes, and disaster relief efforts in flood-affected regions. In addition, the Committee reviewed projects under evaluation, including large-scale biker awareness programmes and initiatives aimed at promoting STEM innovation in schools, which were expected to enhance long-term social impact and community development.
The total spend on CSR during the year under review amounted to Rs. 117.67 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 2026 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 2025, 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 2026 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, as always. 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 the 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.
A calendar of Board and Committee meetings is agreed and circulated in advance to the Directors. The Board met six times during the year under review, details whereof are given in the Corporate Governance Report, which forms part of this Report.
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
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 familiarisation programs held during and up to the year ended 31 March 2026 are available on the Company's website at https://assets.linde.com/-/media/ global/apac/linde-india-limited/investors-updated-on-may-8/ lindefamilirisation-programme202526docx.pdf
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.
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. The declarations received from the Independent Directors are aligned to the amendment made in the Regulation 16(1 )(b) of the 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 alongwith the Rules made thereunder and are independent of the Management.
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 30 May 2026 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
Necessary resolution for approval of re-appointment of Mr Michael James Devine, as a Director of the Company is included in the Notice of the ensuing Annual General Meeting.
The Board recommends the aforesaid resolution 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 Milan Sadhukhan, Managing Director, Mr Ajay Kumar Sah, Interim Chief Financial Officer and Mr Amit Dhanuka, Company Secretary. During the period under review, Mr Abhijit Banerjee, the erstwhile Managing Director of the Company had resigned from the Company with effect from close of business hours on 31 December 2025 and Mr Neeraj Kumar Jumrani, the erstwhile Chief Financial Officer of the Company had resigned from the Company with effect from close of business hours on 15 February 2026. In view of the above cessations, Mr Milan Sadhukhan had been appointed by the Members of the Company as the Managing Director of the Company with effect from 1 January 2026 and Mr Ajay Kumar Sah had been appointed by the Board as the Interim Chief Financial Officer of the Company with effect from 16 February 2026.
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 2026.
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 2026, 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;
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 2026. 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 2026.
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 2026.
Directors
During the year under review, Mr Abhijit Banerjee stepped down from the office of Managing Director of the Company with effect from close of business hours on 31 December 2025, in view of organizational changes within the Group resulting in broadening of his role and responsibilities. The Board of Directors of the Company placed on record their sincere appreciation for the outstanding contributions made by Mr Abhijit Banerjee during his tenure as the Managing Director of the Company. His deep expertise, strategic vision, and unwavering commitment were recognized as invaluable in guiding the Company through significant milestones and shaping its long-term objectives and in strengthening the Company's governance practices and supported its pursuit of sustainable growth.
The Board on the recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Regulations, had at its meeting held on 29 December 2025, appointed Mr Milan Sadhukhan as the Additional Director and Managing Director of the Company for a term of three years, subject to the approval of the Members of the Company with effect from 1 January 2026 on the terms and conditions and remuneration as mutually agreed between the Company and Mr Sadhukhan. Subsequently, Mr Sadhukhan's appointment as Director and Managing Director of the Company was approved by the Members of the Company through Postal Ballot on 13 February 2026.
Mr Michael James Devine, a Non- Executive Director and Chairman of the Board retires by rotation at the ensuing 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 himself for re-appointment.
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 2025 in Form MGT-7 has been placed on the website of the Company at https://assets.linde.com/-/media/global/apac/linde-india-limited/investors-updated-on-may-8/linde-india form-mgt-7 fy-2024-25 ab7720258 .pdf. The Annual Return of the Company for the year ended 31 March 2026 would be updated on the Company's website within the due timelines.
Outlook
India continues to demonstrate strong macroeconomic resilience and structural growth potential, positioning itself as one of the fastest-growing major economies globally. Over the medium term, GDP growth is expected to remain robust at approximately 6.5%-7.5%, supported by sustained domestic demand, expanding industrial activity, and ongoing structural reforms. This growth trajectory underpins the country's pathway toward becoming a USD 5 trillion economy by around FY 2028-29.
A key pillar of this transformation is the increasing emphasis on manufacturing, with its share expected to rise toward 20%-25% of GDP by 2030. Policy initiatives such as the Production Linked Incentive (PLI) schemes, alongside global supply chain diversification under the "China 1" strategy, are accelerating investments across sectors including electronics, automotive, steel, chemicals, pharmaceuticals, and capital goods. These developments are expected to significantly enhance demand for industrial gases, which are critical inputs across these industries.
Domestic consumption remains a central growth driver, supported by rapid urbanization and the expansion of the middle class.
This is complemented by sustained government investments in infrastructure, which continue to improve logistics efficiency, lower supply chain costs, and boost industrial productivity. The Government's focus on sectors such as roads, railways, ports, and urban infrastructure is expected to further catalyze industrial activity and, consequently, demand for industrial gases.
In addition, sunrise sectors such as electric mobility, renewable energy, defence manufacturing, electronics, and semiconductors are emerging as the next wave of growth drivers. These sectors have increasing requirements for specialized gases, high-purity applications, and advanced technologies—creating new opportunities for the industrial gases industry.
Furthermore, a stable and well-capitalized financial system, characterized by improved asset quality and stronger balance sheets of banks, is supporting increased credit flow to industries
and MSMEs. This is expected to enable higher private capital expenditure and expansion across key industrial segments, ultimately benefiting the gases industry.
The outlook for the industrial and medical gases sector in India remains highly positive, underpinned by strong linkages with core industries and emerging sectors. Growth is expected to be driven by:
• Expansion in manufacturing and infrastructure sectors
• Increasing adoption of automation and advanced manufacturing processes
• Rising demand for healthcare and medical oxygen infrastructure
• Development of electronics and semiconductor ecosystems
The healthcare segment continues to remain structurally strong, with increasing investments in hospital infrastructure, critical care capacity, and medical oxygen systems. The experience of recent years has also led to enhanced preparedness and infrastructure for medical gases across the country.
On the industrial side, demand for gases used in steelmaking, refining, chemicals, welding, fabrication, and electronics is expected to grow in tandem with industrial output. Additionally, the shift toward higher-value, application-specific solutions is likely to improve margins and strengthen long-term industry fundamentals.
Auditors
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 86th Annual General Meeting of the Company until the conclusion of the 91st 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 2026 and the said Auditors' Report(s) for the financial year ended 31 March 2026 forms part of this Annual Report.
We draw attention to Note 50 to the standalone financial statements, which explains the management's assessment of related party transactions with reference to the Securities and Exchange Board of India ("SEBI") Listing Obligations and Disclosure
Requirements, Regulations, 2015, as amended ("SEBI LODR"). Management has applied the materiality threshold of 10% or more of the annual consolidated turnover of the Company to the value of each contract with a related party consisting of individual or multiple transactions and not by aggregating the value of all contracts with each related party to evaluate whether it has breached the materiality threshold and therefore would require shareholders' approval as per SEBI LODR. SEBI, in its Order dated July 24, 2024 (the "SEBI Order") has concluded that the materiality threshold has to be applied on an aggregate basis considering all the transactions during the financial year with a related party, which has also been upheld by the Securities Appellate Tribunal ("SAT") vide its order dated December 5, 2025 (the "SAT Order"). The Company filed an appeal against the SAT Order before the Supreme Court of India, which has been admitted by the Court and the final outcome is awaited. Subsequent to the SAT Order, the Company sought the approval of the shareholders in line with the interpretation of SEBI on the materiality threshold of the transactions with a related party, at the Extraordinary General Meeting held on March 5, 2026, which, however, the shareholders did not approve. In view of aforesaid ongoing regulatory and legal proceedings, the probable consequences and related implications on the standalone financial statements are presently not determinable.
Based on the legal opinion obtained by the Company, while the Company is confident of succeeding before the Hon'ble Supreme Court in its interpretation of materiality threshold for related party transactions (RPTs) and that Business Allocation Protocol in the Joint Venture & Shareholders' Agreement does not tantamount to a RPT, 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 hearing before Hon'ble Supreme Court.
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 a tenure of 5 consecutive years commencing from 1 April 2025, till the conclusion of the 94th Annual General Meeting of the Company to be held in the year 2030-31. In terms of the provisions of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report dated 30 May 2026 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.
The Securities and Exchange Board of India ("SEBI"), in its 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 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 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 and ascertained that no shareholders' approval is required for any related party transaction. The Company filed an appeal before the Hon'ble Securities Appellate Tribunal ("Hon'ble SAT") on 5 August 2024 against the said Order of SEBI dated 24 July 2024, which was dismissed by Hon'ble SAT vide its Order dated 5 December 2025.
The Company has filed an Appeal on 16 December 2025 before the Hon'ble Supreme Court against the Order of Hon'ble SAT and upon hearing the matter on 16 January 2026, the Hon'ble Supreme Court has admitted the Appeal but no stay was granted. The Appeal is pending before the Hon'ble Supreme Court. Meanwhile, the Company, without prejudice to its interpretation on RPTs and as matter of abundant caution and to protect the interest of the Company, sought approval of the shareholders for RPTs, with Praxair India Pvt. Ltd. (Praxair), considering the materiality as directed by the SEBI in its Order dated 24 July 2024, by moving an Ordinary Resolution at an Extraordinary General Meeting held on 5 March 2026, which was defeated. The Company also received further summons from the SEBI dated 9 April 2026 and 28 April 2026, seeking information and data. The Company has filed its response to the SEBI. 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.
Based on the legal opinion obtained by the Company, while the Company is confident of succeeding before the Hon'ble Supreme Court in its interpretation of materiality threshold for related party transactions (RPTs) and that Business Allocation Protocol in the Joint Venture & Shareholders' Agreement does not tantamount to
a RPT, 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 hearing before Hon'ble Supreme Court.
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 2025 and submitted their report to the Central Government in Form CRA 4 on 4 September 2025.
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 2027 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.