Linde India Shareholders Reject ₹4,177 Million Related Party Transaction Proposal at EGM
Linde India Limited's extraordinary general meeting on March 5, 2026, saw shareholders overwhelmingly reject a proposal for ₹4,177 million worth of related party transactions with Praxair India Private Limited for FY 2025-26. Despite management's justification citing operational necessity and arm's length pricing, 89.24% of votes were cast against the resolution. The proposal arose from ongoing SEBI litigation regarding materiality thresholds for related party transactions, with the company seeking approval as a precautionary measure to continue critical supply obligations.

*this image is generated using AI for illustrative purposes only.
Linde India Limited held an extraordinary general meeting (EGM) on March 5, 2026, where shareholders decisively rejected a proposal to approve material related party transactions worth ₹4,177 million with Praxair India Private Limited for the financial year 2025-26.
Meeting Overview and Attendance
The EGM was conducted through video conference at 11:30 AM IST, with 45 members participating, including The BOC Group Limited, U.K., which holds 63,963,167 equity shares representing 75% of the company's paid-up share capital. The meeting was chaired by Mr. Michael James Devine, Non-Executive Chairman, participating from Germany.
| Role | Name | Location |
|---|---|---|
| Chairman | Mr. Michael James Devine | Germany |
| Managing Director | Mr. Milan Sadhukhan | Bengaluru |
| Independent Director | Mr. Subba Rao Amarthaluru | Andhra Pradesh |
| Independent Director | Mr. Gobichettipalayam Sreenivasan Krishnan | Bengaluru |
| Independent Director | Dr. Shalini Sarin | Philippines |
| Non-Executive Director | Ms. Mannu Sangganeria | Singapore |
| Interim CFO | Mr. Ajay Kumar Sah | Bengaluru |
| Company Secretary | Mr. Amit Dhanuka | Kolkata |
Background of the Proposal
The Chairman explained that the proposal arose from ongoing litigation between SEBI and the company. The Securities Appellate Tribunal (SAT) had dismissed the company's appeal on December 5, 2025, against SEBI's order dated July 24, 2024. While the company subsequently filed an appeal before the Supreme Court on December 16, 2025, which was admitted on January 16, 2026, no stay was granted regarding the materiality threshold for related party transactions.
Transaction Details and Rationale
The proposed resolution sought approval for related party transactions with Praxair India Private Limited, a wholly owned subsidiary of the Linde Plc Group, covering:
- Purchase and sale of goods and services
- Critical spares and equipment procurement
- Bulk gases and cylinder transactions
- Fixed asset purchases and sales
- Personnel cost recovery
- Construction and engineering contracts
- Transport Operating Centre services
| Parameter | Details |
|---|---|
| Related Party | Praxair India Private Limited |
| Aggregate RPT Value FY 2025-26 | ₹4,177 million |
| 10% of Annual Consolidated Turnover FY 2024-25 | ₹2,485 million |
| Current RPT as % of Revenue | 16% (anticipated for FY 2025-26) |
| Historical RPT Reduction | From 27.90% (FY 2021) to 15.76% (FY 2025) |
Chairman's Justification
The Chairman emphasized that the company's RPT value with Praxair India had exceeded 10% of the prior year's turnover in the quarter ended December 2025. He argued that maintaining existing supply arrangements was critical to avoid disrupting customer operations and potentially impacting emergency medical procedures across India. The Chairman noted that alternative sourcing would present immediate logistical challenges and adversely affect short-term performance.
Key operational points highlighted included:
- All transactions conducted at arm's length pricing with profit margins consistent with third-party sales
- Average margin on RPT transactions with Praxair India exceeding 30%
- Company's overall operating margin improved from 16.2% in FY 2020 to 24.9% in FY 2025
- Capacity utilization increased by 7% in 2025 compared to 2021 despite 15% incremental merchant capacity addition
Voting Results and Outcome
The resolution faced overwhelming rejection from shareholders despite the management's detailed justification.
| Voting Details | Numbers |
|---|---|
| Total Shares Held | 85,284,223 |
| Votes Polled | 14,679,834 |
| Polling Percentage | 17.21% |
| Votes in Favour | 1,579,994 (10.76%) |
| Votes Against | 13,099,840 (89.24%) |
| Result | Not Passed |
Notably, pursuant to regulatory provisions, related parties including The BOC Group Ltd., U.K. did not vote on the resolution to avoid conflict of interest.
Shareholder Participation
Nine registered speakers participated in the Q&A session, including Mr. Manish Jain, Mr. Mohan Krishnaswamy, Mr. Dhanraj Jain, Mr. Aspi Bamanshaw Bhesania, Mr. Bimal Krishna Sarkar, Mr. Amit Ashok Gadgil, Mr. Amit Kumar Banerjee, Mr. Rushabh Jigen Sharedalal, and Mr. Sujan Modak. The Managing Director Mr. Milan Sadhukhan responded to questions raised by shareholders during the meeting.
The meeting concluded at 1:03 PM IST, with voting results declared the same day following the scrutinizer's report by Mr. P K Sarawagi of M/s. P Sarawagi & Associates, Company Secretaries. The rejection represents a significant setback for the company's operational plans and highlights shareholder concerns regarding the scale of related party transactions despite management's assurances of arm's length pricing and operational necessity.
Historical Stock Returns for Linde
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +4.21% | -0.82% | +8.42% | +16.44% | +17.54% | +302.35% |
How will Linde India restructure its supply chain operations to reduce dependency on Praxair India below the 10% materiality threshold?
What impact could the Supreme Court's final decision on the SEBI appeal have on related party transaction regulations across Indian corporations?
Will Linde India need to seek alternative suppliers or consider vertical integration to maintain operational continuity without shareholder approval?


































