Meeting Details

The 90th Annual General Meeting (AGM) of Linde India Ltd was held through Video Conference/Other Audio-Visual Means on Thursday, 13 August 2026 at 10:00 A.M. IST. The meeting concluded at 12:45 P.M. IST.

Attendance

Board Members & Key Managerial Personnel Present:

  • Mr Michael James Devine: Non-Executive Chairman (participating from RDB Primarc, Kolkata)
  • Mr Subba Rao Amarthaluru: Independent Director and Chairman of Audit Committee and Risk Management Committee (Bengaluru)
  • Mr Gobichettypalayam Sreenivasan Krishnan: Independent Director and Chairman of Nomination and Remuneration Committee (Bengaluru)
  • Dr Shalini Sarin: Independent Director and Chairperson of Corporate Social Responsibility Committee and Stakeholders' Relationship Committee (New Delhi)
  • Ms Mannu Sangganeria: Non-Executive Director (Singapore)
  • Mr Milan Sadhukhan: Managing Director (RDB Primarc, Kolkata)
  • Mr Ajay Kumar Sah: Interim Chief Financial Officer (RDB Primarc, Kolkata)
  • Mr Amit Dhanuka: Company Secretary (RDB Primarc, Kolkata)

Invitees Present:

  • Mr Pramit Agrawal, Partner of Price Waterhouse & Co. Chartered Accountants LLP (Statutory Auditors) joined from Gurgaon
  • Mr P K Sarawagi, Proprietor of Messrs P Sarawagi & Associates (Secretarial Auditor and Scrutinizer) joined from Kolkata

Member Attendance:

As per reports from National Securities Depository Ltd. (NSDL), 75 Members joined the meeting through Video Conference. The BOC Group Limited, U.K. (through its Authorised Representative) attended in respect of 63,963,167 equity shares held, constituting 75% of the company's paid-up share capital.

Statutory Registers

The Register of Directors and Key Managerial Personnel (Section 170 of Companies Act, 2013) and the Register of Contracts or Arrangements (Section 189 of Companies Act, 2013) together with Reports of Statutory and Secretarial Auditors remained open and accessible to Members electronically on the NSDL platform throughout the meeting.

Voting Process

Remote e-voting was open from 9:00 A.M. on Monday, 10 August 2026 till 5:00 P.M. on Wednesday, 12 August 2026 through NSDL e-voting system. Members who hadn't voted remotely could vote during the AGM using NSDL's e-voting website.

The Board appointed Mr P K Sarawagi as Scrutinizer to scrutinize the e-voting process. The Chairman authorized Mr Milan Sadhukhan (Managing Director) and Mr Amit Dhanuka (Company Secretary) to receive the Scrutinizer's Report and declare voting results.

Chairman's Speech and Financial Highlights

The Chairman addressed Members and provided the following financial performance overview for FY 2025-26:

  • Revenue from operations: Rs. 25,306 million (compared to Rs. 24,854 million previous year, growth of 2%)
  • EBITDA: Rs. 9,764 million (growth of 17% over previous year)
  • Profit after tax: Rs. 5,509 million (growth of 23% over previous year)

The Gases business recorded growth of 4% during the year, supported by healthy demand across industrial and healthcare sectors, along with steady growth in food & beverage and electronics. The Project Engineering Division was impacted by timing of project execution but maintained a healthy pipeline of opportunities.

Operational and Strategic Updates

The Company continued to strengthen its core Gases business across onsite, merchant bulk and packaged gases segments through focused investments in supply chain capabilities, customer engagement and expansion into high-growth sectors. New facilities were commissioned and downstream logistics infrastructure was strengthened during the year.

The Company's expansion in key industrial clusters, including Dahej, with ongoing capacity augmentation initiatives positions it to support growing customer demand. Significant progress was made in expanding renewable energy sourcing across operations through hybrid renewable energy arrangements under long-term contracts.

Resolutions and Voting Results

Ordinary Business:

1. Adoption of Audited Standalone and Consolidated Financial Statements for FY ended 31 March 2026

  • Shares held: 85,284,223
  • Votes polled: 71,193,702 (83.478% of outstanding shares)
  • Votes in favor: 64,991,985 (91.289%)
  • Votes against: 6,201,717 (8.711%)
  • Result: Passed

2. Declaration of Dividend for FY ended 31 March 2026

  • Dividend rate: 120% (Rs. 12 per equity share of Rs. 10 each), inclusive of special dividend of 80% (Rs. 8 per share)
  • Aggregate amount: Rs. 1,023,410,676
  • Payment date: On or about 21 August 2026
  • Record date: Close of business hours on 6 August 2026
  • Shares held: 85,284,223
  • Votes polled: 71,193,702 (83.478% of outstanding shares)
  • Votes in favor: 69,358,845 (97.423%)
  • Votes against: 1,834,857 (2.577%)
  • Result: Passed

3. Re-appointment of Mr. Michael James Devine (DIN: 10042702) as Director retiring by rotation

  • Shares held: 85,284,223
  • Votes polled: 71,193,702 (83.478% of outstanding shares)
  • Votes in favor: 65,593,926 (92.135%)
  • Votes against: 5,599,776 (7.865%)
  • Result: Passed

Special Business:

4. Ratification of remuneration of M/s. Mani & Co., Cost Auditors for FY ending 31 March 2027

  • Fee: Rs. 2,30,000 plus applicable taxes and out-of-pocket expenses
  • Shares held: 85,284,223
  • Votes polled: 71,193,702 (83.478% of outstanding shares)
  • Votes in favor: 71,190,822 (99.996%)
  • Votes against: 2,880 (0.004%)
  • Result: Passed

Auditor Observations and Management Response

The observations made by Statutory Auditors and Secretarial Auditors in their respective Audit Reports and Management's response to the same (as covered in the Director's Report) were read out at the meeting.

Shareholder Q&A Session

The following 12 shareholders registered as speakers and asked questions: Mr. Jaydip Bakshi, Mr. Dilip Kumar Das, Mr. Bimal Krishna Sarkar, Mr. Manish Jain, Mr. Sujan Modak, Mr. Himanshu A Trivedi, Mr. Vinay Vishnu Bhide, Ms. Yashvi Kothari, Mr. Amit Kumar Banerjee, Ms. Lily Pradhan, Mr. Kewal Kumar Vohra, and Mr. Amit Ashok Gadgil.

Questions covered operations, financial performance of Gases and Project Engineering divisions, application technology sales, opportunities and challenges, capex and future plans, and the ongoing SEBI matter pending before the Hon'ble Supreme Court. The Chairman and Managing Director responded to these questions.

Results Declaration

The results of e-voting were declared on 13 August 2026 upon receipt of the Scrutinizer's Report dated 13 August 2026 from Mr P K Sarawagi. All resolutions were passed with requisite majority.

Date and Place of Signing

The minutes were signed by the Chairman on 8 September 2026 in Munich, Germany, with the date of entry as 8 September 2026.

#Tags: #LindeIndia #AGM #Dividend #SEBIDisclosure #FinancialResults #Neutral