Linde India Limited has completed its leadership transition process with the board of directors formally accepting the resignation of Managing Director Abhijit Banerjee and approving Milan Sadhukhan's appointment during a board meeting held on December 29, 2025. The meeting, which commenced at 11:00 AM and concluded at 11:45 AM, addressed the regulatory compliance requirements under SEBI Listing Regulations.

Board Meeting Outcomes

The board accepted Abhijit Banerjee's resignation letter dated December 29, 2025, with his tenure ending at the close of business hours on December 31, 2025. The board placed on record their appreciation for Banerjee's outstanding contributions, recognizing his deep expertise, strategic vision, and unwavering commitment in guiding the company through significant milestones and strengthening governance practices.

New Managing Director Appointment

The board appointed Milan Sadhukhan as Additional Director and Managing Director for a three-year term starting January 1, 2026, subject to member approval based on the recommendation of the Nomination and Remuneration Committee. Sadhukhan, aged 50 years, is a B.Com (Hons.) graduate and qualified Chartered Accountant and Cost & Management Accountant. He currently serves as Head of Finance for ASEAN & South Asia, bringing over 25 years of experience in various finance roles including Product Management, Investment Controlling, and Supply-chain management across Asia and the UK.

Member Approval Process

The board has approved a Postal Ballot Notice dated December 29, 2025, seeking member approval for Sadhukhan's appointment. The company has fixed January 2, 2026, as the cut-off date for the postal ballot, with the notice expected to be dispatched electronically to members by January 12, 2026. This process ensures compliance with regulatory requirements and proper corporate governance protocols.

Strategic Continuity

Banerjee's resignation stems from his decision to assume different roles and responsibilities within the Linde plc group, with no other material reasons cited. The appointment maintains operational continuity through Sadhukhan's extensive experience within the organization and his understanding of regional market dynamics. The board confirmed that Sadhukhan has no inter-se relationships with other board members and is not debarred from holding directorial positions by any regulatory authority.

Linde India Limited faces a significant regulatory setback as the Securities Appellate Tribunal (SAT) has dismissed the company's appeal against a SEBI order regarding related party transactions. The tribunal's comprehensive ruling, delivered on December 5, 2025, upholds key regulatory directions that will impact the company's future transaction approvals.

SAT Order Details

Key Regulatory Violations Confirmed

The tribunal confirmed SEBI's findings regarding two primary violations by Linde India Limited:

Material Related Party Transaction Violations

The company failed to obtain shareholder approvals for material related party transactions undertaken with Praxair India Private Limited, a related party. The tribunal ruled that for testing materiality thresholds under Regulation 23(1) of LODR Regulations, all transactions with a related party during a financial year must be aggregated, not just transactions under a single contract.

Business Allocation Protocol Issues

The Business Allocation Protocol in the Joint Venture Agreement dated March 24, 2020, was deemed a related party transaction requiring minority shareholder approval. This protocol involved geographical and product allocation between Linde India and Praxair India without proper valuation or shareholder consent.

Tribunal's Comprehensive Analysis

Transaction Aggregation Ruling

The three-member tribunal, comprising Justice P.S. Dinesh Kumar (Presiding Officer), Ms. Meera Swarup (Technical Member), and Dr. Dheeraj Bhatnagar (Technical Member), unanimously ruled on the critical interpretation of materiality testing:

Business Valuation Direction Upheld

The tribunal upheld SEBI's direction requiring NSE to appoint a registered valuer to assess the business foregone and received through geographical allocation. The ruling emphasized that business allocation constitutes "transfer of profit-making apparatus" requiring proper valuation and potential shareholder approval if materiality thresholds are exceeded.

Company's Failed Arguments

Linde India's legal team, led by Senior Advocate Janak Dwarkadas, presented several arguments that the tribunal rejected:

• Single Contract Theory: The company argued that only transactions under individual contracts should be aggregated for materiality testing
• Business Judgment Rule: Claims that business allocation decisions were protected management decisions
• Valuation Impracticality: Arguments that future business valuation was impossible or unnecessary

Historical Context and Shareholder Rejection

The tribunal noted that Linde India had initially sought omnibus approval from shareholders in its 85th AGM for related party transactions with Praxair India and the joint venture company. However, public shareholders rejected this proposal, after which the company changed its interpretation of regulatory requirements.

Regulatory Impact Assessment

Management Changes Amid Regulatory Challenges

The SAT dismissal comes alongside significant management changes, with CFO Neeraj Kumar Jumrani's resignation effective February 15, 2026. The company has clarified that the CFO's departure, announced on December 4, 2025, is unrelated to the tribunal's decision, emphasizing these are separate developments.

Looking Forward

The tribunal's ruling establishes important precedents for related party transaction compliance among listed entities. Linde India must now examine next steps regarding the order's impact on its financial and operational activities. The company faces ongoing valuation exercises and potential requirements for retrospective shareholder approvals if transaction values exceed prescribed thresholds.

The comprehensive 37-page tribunal order reinforces regulatory oversight of related party transactions, particularly in cases involving complex corporate structures and international parent companies. This decision will likely influence how other listed entities structure and approve related party transactions going forward.