Linde India Limited — AGM Information 2021

Jun 16, 2021

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Sect/56 16 June 2021

To,The Manager [NSE NEAPS]Listing DepartmentNational Stock Exchange of India Ltd.,Exchange Plaza, 5thFloor,Plot No. C/1, G-Block,Bandra Kurla Complex, Bandra (E)Mumbai – 400051	To,The General Manager, [BSE Listing Centre]Department of Corporate ServicesBSE LimitedNew Trading Ring, Rotunda Building, 1stFloor,P.J. Towers, Dalal StreetFort,Mumbai 400001

Dear Sir/Madam,

Clarification on Resolution no. 5 - Approval of Material Related Party Transactions In the Notice of the 85[th] Annual General Meeting of Linde India Ltd.

This refers to the resolution no. 5 seeking approval of aggregate maximum value of the material related party transactions with Praxair India Private Ltd. and Linde South Asia Services Private Ltd. as set out in the Notice of the 85[th] Annual General Meeting of Linde India Ltd., which will be held through VC/OAVM on Thursday, 24 June 2021 at 10.00 A.M. IST.

In this connection, we wish to state that the Company had made necessary appropriate disclosures about the details, nature, aggregate maximum value and justification for approval of the material related party transactions with the abovementioned related parties in the Explanatory Statement attached to the Notice of the 85[th] Annual General Meeting of the Company in compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, in view of query received from some shareholders, we wish to provide the following additional clarification with regard to this resolution, to enable the shareholders of the Company to take an informed decision with regard to the voting on the said resolution:

Name of the relatedparty for whichapproval is sought	Aggregate limiton value ofmaterial relatedpartytransactionsp.a.	Nature of transactions as set out in the ExplanatoryStatement to the Notice of the 85th AGM and AdditionalClarification on the same
Praxair India PrivateLtd. (a wholly ownedsubsidiary of Linde plc)	Rs.7,000 million	Purchase/sale/manufacture of goods and services,critical spares, equipment, gases in bulk, cylinders, etc.,purchase/sale of fixed assets, recovery of personnel andother costs and charges, execution of construction andengineering contracts, rendering/availing of servicesincluding Transport Operating Centre services in thenormal course of business, borrowings and interestthereon and/or other related transactions,etc.

Registered Office Phone +91 33 6602 1600 Linde India Limited Fax +91 33 2401 4206 Oxygen House, P43 Taratala Road, Email customercare.lg.in@linde.com Kolkata 700 088, India. www.linde.in CIN L40200WB1935PLC008184

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					Transactions are in ordinary course of business and atarms-length.As stated in the Explanatory Statement, the transactionlimits are estimated, inter alia, after considering thepotential construction contracts that may be awarded byPraxair India Private Ltd to the Project Engineering	Transactions are in ordinary course of business and atarms-length.As stated in the Explanatory Statement, the transactionlimits are estimated, inter alia, after considering thepotential construction contracts that may be awarded byPraxair India Private Ltd to the Project Engineering	Transactions are in ordinary course of business and atarms-length.As stated in the Explanatory Statement, the transactionlimits are estimated, inter alia, after considering thepotential construction contracts that may be awarded byPraxair India Private Ltd to the Project Engineering	Transactions are in ordinary course of business and atarms-length.As stated in the Explanatory Statement, the transactionlimits are estimated, inter alia, after considering thepotential construction contracts that may be awarded byPraxair India Private Ltd to the Project Engineering	Transactions are in ordinary course of business and atarms-length.As stated in the Explanatory Statement, the transactionlimits are estimated, inter alia, after considering thepotential construction contracts that may be awarded byPraxair India Private Ltd to the Project Engineering
					Di	ii PED f Li	.de India at arms-length. These
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					tra	nsactions are nec	essitated for realpany, which will als	sing potentialo lead to higher
					sy	nergies for the Com
					revenuesinPEDforimprovingtheoperatingeffectiveness of the Company and to optimally utilise itscapabilities in the present business environment.All the aforesaid transactions with Praxair India PrivateLtd. – existing or to be entered into by the Company in itsGases and Project Engineering Divisions would be at theprevailing market prices on arms-length basis. As statedin the Notice of the 85thAnnual General Meeting, allrelated party transactions are reviewed by the AuditCommittee before granting omnibus approval for thetransactions. Besides, the pricing of the transactions inthe gases business is also aligned to a benchmarkingstudy on the related party transactions carried out by oneof the big 4 audit firms in India.As a matter of added governance, related partytransactions are additionally certified on a quarterly basisby one of the reputed firms of Chartered Accountants andare reviewed by the Audit Committee.
	LindeSouthAsiaServices Private Ltd.(the JV Company)		Rs.2,500 million		O&M services for undertaking certain functions of theCompany such as Business Development, Onsite AccountManagement, Procurement, Operations, Safety, HumanResources, IT, Legal, Administration, Sales and Marketing,Product Management, Distribution, etc. and potential saleand transfer of movable assets of the Company such asdistribution vehicles, tankers, cylinders, etc. to the said JVCompany.Transactions are in ordinary course of business and atarms-length.As stated in the Explanatory Statement, the transactionlimits are estimated after considering the potential onetime sale and transfer of movable assets of the Companysuchas distributionassets,tankers, cylinders, etc. to

Registered Office Phone +91 33 6602 1600 Linde India Limited Fax +91 33 2401 4206 Oxygen House, P43 Taratala Road, Email customercare.lg.in@linde.com Kolkata 700 088, India. www.linde.in CIN L40200WB1935PLC008184

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Linde South Asia Services Private Ltd. at arms-length basis. These transactions are necessitated for realising potential synergies for the Company and for improving its operating effectiveness.

All the aforesaid transactions with Linde South Asia Services Private Ltd. – existing or to be entered into by the Company are on arms-length basis and the manner of determining price is Transactional Net Margin Method (TNMM)/ other appropriate acceptable methods as recommended by one of the reputed firms of chartered accountants/ firm of certified valuer, as applicable.

As stated in the Notice of the 85[th] Annual General Meeting, all related party transactions are reviewed by the Audit Committee before granting omnibus approval for the transactions.

As a matter of added governance, related party transactions are additionally certified on a quarterly basis by one of the reputed firms of Chartered Accountants and are reviewed by the Audit Committee.

As mentioned in the Notice, the remote e-voting period starts on Monday, 21 June 2021 at 9.00 a.m. and ends on Wednesday, 23 June 2021 at 5.00 p.m. Besides, the shareholders of the Company attending the meeting, who have not cast their vote by remote e-voting will also be able to exercise their voting rights at the Annual General Meeting through e-voting system.

You are requested to please disseminate the above information on your website for information of all the shareholders and investors of the Company.

Thanking you,

Yours faithfully,

PAWAN

MARDA

Digitally signed by PAWAN MARDA DN: c=IN, st=West Bengal, 2.5.4.20=5567fc379e43cb3ee4a6e9b63049e24c15330a769a69d068122ae160bebe639c, postalCode=700041, street=TOWER-3, FLAT NO - 9F,DIAMOND CITY SOUTH, 58 MAHATMA GANDHI ROAD, TOLLYGUNJE,, pseudonym=0755cb0ed11640617235fe0895b2aac3, serialNumber=1a0c4fc75fa98bc857ad32b81f3c6b911a422328946e5a244b9fea622c29ab5c, o=Personal, cn=PAWAN MARDA Date: 2021.06.16 11:21:27 +05'30'

Pawan Marda

Asst Vice President and Company Secretary

Registered Office Oxygen House, P43 Taratala Road, CIN L40200WB1935PLC008184

Phone +91 33 6602 1600 Email customercare.lg.in@linde.com