Mumbai: Minority shareholders of industrial gases and engineering company Linde India have alleged that the listed company is keeping from the public a crucial valuation report that is key to resolving a long-drawn dispute between minority shareholders and the company.
Market regulator Securities and Exchange Board of India (SEBI) had in 2024 directed the National Stock Exchange (NSE) to appoint a valuer, citing investor complaints that Linde India had allegedly unfairly hived off a potentially lucrative business to an unlisted subsidiary without the approval of all shareholders.
The company had appealed against the SEBI order to the Securities Appellate Tribunal (SAT) and Supreme Court, which did not stop the valuation exercise. In its order dated 16 January, 2026, the Supreme Court said, “We make it clear that there is no stay, but before an action is taken on the valuation, this court shall be informed about it.”
Linde India released its results for the 2025-26 fiscal on 2 June this year, which is when the minority shareholders realised that the NSE has handed over the valuation report to the company, but Linde India was yet to make it public.
From the report, minority investors also found that Linde approached the Supreme Court on 1 April, 2026, asking it to direct SEBI to not take any steps or actions regarding the valuation report. The interlocutory application is pending before the Supreme Court.
The company’s secretarial compliance report with the results showed it received the valuation report on 24 March.
“We just learned a week ago that the valuation report has been submitted to the company. It has been over two months and such a crucial document has not been made public to shareholders of Linde India, despite SEBI’s July 2024 order stating that the valuation report should be made public,” a minority shareholder said on condition of anonymity.
“Since the July 2024 SEBI order, Linde has been making every effort first to stall the valuation exercise by repeated requests at SAT, and then appeals in the Supreme Court to stay the valuation exercise. Later, it delayed sharing data with the valuation expert of SEBI, objecting to his appointment. Now, when the valuation report is actually out, it is using the Supreme Court to stall SEBI from action on the valuation report, and also from minority shareholders/ mutual funds knowing.”
Linde India did not respond to ThePrint’s questions sent by email Tuesday. SEBI also did not respond Tuesday.
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What Linde’s secretarial report says
Linde India, a subsidiary of Linde Plc, is an industrial gases and engineering company. Minority investors have had concerns about Linde giving away, “without doing a proper valuation”, the hydrogen value chain business to Praxair India Private Limited (PIPL) since it signed a joint venture agreement with the latter.
The minority investors have also alleged Linde India’s failure in obtaining shareholder approval for material-related party transactions, considering PIPL was a ‘related party’ of Linde as Linde AG and Praxair Inc had merged globally in 2018 to create Linde Plc.
Minority shareholders constitute 25 percent of the company. If these business allocation transactions as part of the joint venture are found to be material-related party transactions—that is more than 10 percent of sales in the year the joint venture agreement was signed—only minority shareholders can approve the arrangement.
The company’s secretarial compliance report, which ThePrint has seen, said, “On 24 March, 2026, the listed entity has received a valuation report dated 16 March, 2026, from the NSE with a direction to the listed entity to place the valuation report within two weeks of the receipt thereof before the audit committee and the board.”
The report further said as per SEBI’s July 2024 order, Linde India was also directed to “make a disclosure on the stock exchanges providing the summary of the key observations in the valuation report along with management comments on the same.”
The report said, while its appeal and its subsequent interlocutory application is pending in the Supreme Court, SEBI sent further summons to Linde India dated 9 April and 28 April “seeking information and data.”
The company has filed its response to SEBI, it said.
What the dispute is about
In 2018, Linde AG, Linde India’s Germany-based parent company, merged with Praxair Inc, which too had a subsidiary in India, PIPL, mainly involved in the production and supply of various gases. After the merger, Linde Plc had two subsidiaries in India—Linde India Limited, a listed company in which it held 75 per cent of the beneficial ownership, and PIPL which was a 100 per cent step-down subsidiary.
In 2020, promoters decided on a joint venture between Linde India and PIPL, approving some “common guidelines to ensure an aligned approach to markets. As a part of the arrangement, the promoters, in the intimation to exchanges, said project engineering business was unique to Linde India, while the CO2 and HyCO business was unique to PIPL, so “these businesses will be pursued solely by the respective organisations”.
After the announcement of the joint venture, SEBI began getting investor complaints alleging the business allocation decisions within the joint venture were not in the best interests of Linde India’s public shareholders. They also alleged that the decisions were taken without any valuation exercise. This prompted SEBI to start an investigation.
Responding to the complaint of one such investor to the NSE, Linde India had in a letter dated 2 November 2022 denied jeopardising any of its existing business due to the joint venture arrangement. It said that the contribution of the CO2 and HyCO businesses, which were consolidated under PIPL, was insignificant to Linde India’s revenue.
In 2024, SEBI passed an interim order asking the NSE to appoint a valuer. Linde had challenged it in the SAT and later the Supreme Court, which upheld it.
(Edited by Nardeep Singh Dahiya)
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