THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This letter of offer (“Letter of Offer”) is being sent to you as a Public Shareholder of Linde India Limited (the “Company”). In
case you have recently sold your Equity Shares (as defined below) in the Company, please hand over this Letter of Offer and the
accompanying documents to the member of the stock exchange through whom the sale was effected.

LETTER OF OFFER
for voluntary delisting of Equity Shares
To the Public Shareholders of

Linde India Limited

Registered and Corporate Office: Oxygen House, P43, Taratala Road, Kolkata, West Bengal, 700088
Company Secretary and Compliance Officer: Mr. Pawan Marda
Tel.: +91 33 6602 1600 Fax: +91 33 2401 4206; Website: www.linde.in
CIN: L40200WB1935PLC008184; Email: contact.lg.in@linde.com
From
THE BOC GROUP LIMITED
Registered Office: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford,
Surrey, GU2 7XY, England, Tel: +44 (0) 1483 244 402, E-mail: sue.kelly@boc.com
(“Acquirer” or the “Promoter”)
Along with the Person Acting in Concert (“PAC”)
Linde Holdings Netherlands B.V.
Registered Office: Havenstraat 1, 3115HC Schiedam, Netherlands
Tel: + 31 10 246 1616, E-mail: info.lg.nl@linde.com
The Acquirer and the PAC are making this delisting offer to the Public Shareholders of the Company (“Delisting Offer”) pursuant
to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended from time to time
(“Delisting Regulations”), and are inviting the Public Shareholders to tender their fully paid-up equity shares of Rs. 10 each of Linde
India Limited (“Equity Shares”) in accordance with the reverse book building process prescribed under the Delisting Regulations.
FLOOR PRICE: Rs. 428.50 PER EQUITY SHARE
BID OPENING DATE: Tuesday, January 15, 2019
BID CLOSING DATE: Monday, January 21, 2019
Note:
l If you wish to tender your Equity Shares to the Acquirer, you should read this Letter of Offer and the instructions herein.
l The Delisting Offer will be implemented by the Acquirer through the stock exchange mechanism, as provided under the
Delisting Regulations and circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and circular no. CFD/DCR2/
CIR/P/2016/131 dated December 09, 2016 issued by SEBI, as amended from time to time, and notices / guidelines issued by
SEBI, “Operational Guidelines for Offer to Buy Window” issued by BSE Limited and to facilitate tendering of the Offer Shares
by the Public Shareholders (as defined below) and settlement of the same, through the stock exchange mechanism.
l For purposes of this Delisting Offer, the Acquirer has appointed ICICI Securities Limited as the Buyer Broker (defined below).
l For Public Shareholders holding Offer Shares in physical form, please complete and sign the accompanying Bid Form (enclosed
at the end of this document) in accordance with instructions therein and in this Letter of Offer.
l Detailed procedures for the submission and settlement of Bids (as defined below) are set out in Sections 17 and 18 of this Letter
of Offer respectively below.
Manager to the Delisting Offer Registrar to the Delisting Offer

ICICI Securities Limited Link Intime India Private Limited

ICICI Centre, H.T. Parekh Marg, Churchgate,
Mumbai – 400020, Maharashtra, India
Tel: +91 22 2288 2460
Fax: +91 22 2282 6580
Email ID: linde.delisting@icicisecurities.com
Contact Person: Mr. Rishi Tiwari / Mr. Anurag Byas
SEBI Regn. No. INM000011179
C-101, 1st Floor, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai 400 083
Telephone: +91 22 4918 6200
Fax: +91 22 4918 6195
Email: lindeindia.offer@linkintime.co.in
Contact Person: Mr. Sumeet Deshpande
SEBI Registration Number: INR000004058
 SCHEDULE OF ACTIVITIES

For the process of the Delisting Offer, the schedule of activity will be as set out below:

Activity Date Day

Date of publication of the Public Announcement
January 10, 2019 Thursday
Specified Date# for determining the names of shareholders to January 4, 2019 Friday
whom the Offer Letters shall be sent
Last date for dispatch of Offer Letters / Bid Forms to Public January 14, 2019 Monday
Shareholders as of Specified Date
Bid Opening Date (bid starts at market hours)
January 15, 2019 Tuesday
Last Date for upward revision or withdrawal of bids January 18, 2019 Friday
Bid Closing Date (bid closes at market hours) January 21, 2019 Monday
Proposed date for announcement of Discovered Price and the January 28, 2019 Monday
@
Acquirer’s Acceptance / Non-acceptance of Discovered Price
Last date for payment of consideration to Shareholders or return February 4, 2019 Monday
of Equity Shares to shareholders.*

#
The Specified Date is only for the purpose of determining the name of the Public Shareholders as on such
date to whom the Letter of Offer will be sent. However, all Public Shareholders of the Company are eligible
to participate in the Delisting Offer any time before and on the Bid Closing Date.
@
This is an indicative date and the announcement may be made on or before January 28, 2019, being the
fifth working day from the Bid Closing Date.

*Subject to acceptance of the Discovered Price or Offer of an Exit Price higher than the Discovered Price
or as per Section 1.15 of this Letter of Offer, by the Acquirer.

Note: All dates are subject to change and depend on obtaining the requisite statutory and regulatory
approvals, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public
Shareholders by way of corrigendum to the Public Announcement and this Letter of Offer in all the
newspapers in which the Public Announcement has appeared.

2
 RISK FACTORS

The risk factors set out below do not relate to the present or future business operations of the Company or
any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis
of the risks involved in or associated with the participation by any Public Shareholder in the Delisting Offer.
Each Public Shareholder of the Company is hereby advised to consult with legal, financial, tax, investment or
other independent advisers and consultants for advice on the further risks with respect to each such Public
Shareholder's participation in the Delisting Offer and related sale and transfer of Offer Shares of the Company
to the Acquirer.

Risk factors relating to the Delisting Offer and the probable risks involved in associating with the Acquirer
and PAC:

 The Acquirer, PAC and the promoter group of the Company make no assurance with respect to the
future financial performance of the Company.

 The Delisting Offer process may be delayed beyond the schedule of activities indicated in this Letter of
Offer for reasons beyond the control of the Acquirer, PAC and the Company. Consequently, the
payment of consideration to the Public Shareholders whose Offer Shares are accepted under this
Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer by the
Acquirer may get delayed.

 The Acquirer, PAC, the promoter group of the Company and the Manager to the Delisting Offer accept
no responsibility for statements made otherwise than in this Letter of Offer or in the Public
Announcement or in advertisements or other materials issued by, or at the request of the Acquirer, PAC,
promoter group of the Company or the Manager to the Offer, and anyone placing reliance on any other
source of information, would be doing so at his/her/their own risk.

 This Delisting Offer is subject to completion risks as would be applicable to similar transactions.

3
 TABLE OF
CONTENTS
SCHEDULE OF ACTIVITIES ............................................................................................................................. 2
RISK FACTORS .................................................................................................................................................. 3
KEY DEFINITIONS AND ABBREVIATIONS .................................................................................................. 5
BACKGROUND OF THE DELISTING OFFER .................................................................................................. 7
NECESSITY AND OBJECTIVE OF THE DELISTING OFFER ......................................................................... 9
BACKGROUND OF THE PROMOTER AND THE PROMOTER GROUP ....................................................... 9
BACKGROUND OF THE COMPANY ............................................................................................................. 13
PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY.................... 15
STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED ........... 16
LIKELY POST SUCCESSFUL DELISTING SHAREHOLDING PATTERN OF THE COMPANY .............. 16
MANAGER TO THE DELISTING OFFER ....................................................................................................... 16
REGISTRAR TO THE DELISTING OFFER ..................................................................................................... 16
STOCK BROKER OF THE ACQUIRER ........................................................................................................... 16
STOCK EXCHANGE DATA REGARDING THE COMPANY ........................................................................ 17
DETERMINATION OF THE FLOOR PRICE ................................................................................................... 17
DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE ........................................................ 19
MINIMUM ACCEPTACE AND SUCCESS CONDITIONS TO THE DELISTING OFFER............................. 19
ACQUISITION WINDOW FACILITY .............................................................................................................. 20
DATES OF OPENING AND CLOSING OF BID PERIOD ............................................................................... 20
PROCEDURE FOR TENDERING AND SETTLEMENT ................................................................................. 21
METHOD OF SETTLEMENT ........................................................................................................................... 23
PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID ............................................................ 24
DETAILS OF THE ESCROW ACCOUNT ........................................................................................................ 24
SCHEDULE OF ACTIVITIES ........................................................................................................................... 25
STATUTORY APPROVALS ............................................................................................................................. 26
NOTES ON TAXATION AND TAX DEDUCTED AT SOURCE .................................................................... 26
CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY.......................................................... 27
COMPLIANCE OFFICER OF THE COMPANY .............................................................................................. 27
DISCLAIMER CLAUSE OF BSE ...................................................................................................................... 28
GENERAL DISCLAIMER ................................................................................................................................. 28
REGISTRAR TO THE OFFER........................................................................................................................... 28
MANAGER TO THE OFFER ............................................................................................................................ 28

4
 KEY DEFINITIONS AND ABBREVIATIONS
Acquirer The BOC Group Limited
Acquisition Window Facility The separate acquisition window in the form of web-based bidding
platform provided by the BSE in accordance with the Stock Exchange
Mechanism conducted in accordance with the Delisting Regulations.
Bid Closing Date Close of trading hours on January 21, 2019, being the last date of the Bid
Period
Bid Form Bid form as enclosed with this Letter of Offer and specifically marked as
‘Bid Forms’ for Physical Shareholders
Bid Opening Date Opening of trading hours on January 15, 2019, being the date on which the
Bid Period commences
Bid Period Bid Opening Date to Bid Closing Date, inclusive of both dates
Board of Directors Board of directors of the Company
BSE BSE Limited
Buyer Broker ICICI Securities Limited
CCI Competition Commission of India
CIN Corporate Identification Number
Clearing Corporation Clearing Corporation of India
Delisting Letter Letter dated November 7, 2018 sent by the Promoter along with the
promoter group to the Company conveying their intention to make the
Delisting Offer either by itself or along with one or more subsidiaries
Delisting Offer The offer being made by the Acquirer along with the PAC to acquire and
delist from the BSE and the NSE all the Offer Shares, from the Public
Shareholders in accordance with the Delisting Regulations, the Public
Announcement and this Letter of Offer
Delisting Regulations The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009, as amended from time to time.
Designated Stock Exchange BSE
Discovered Price The price at which the shareholding of the Promoter and promoter group
reaches 90% of the total Equity Shares outstanding pursuant to reverse book
building process conducted in the manner specified in Schedule II of
Delisting Regulations which shall not be lower than the Floor Price
DPS Defined in Section 1.6 below
Due Diligence Report The Due Diligence Report submitted by ICICI Securities Limited on
November 13, 2018
Equity Shares The fully paid-up equity shares of the Company of face value of Rs. 10 each
Escrow Account Escrow account opened with the Escrow Bank having account number
000405118186 in the name of “BOCG LINDE INDIA DELISTING
ESCROW ACCOUNT”, referred to in Section 20 below and in
accordance with the Delisting Regulations.
Escrow Bank ICICI Bank Limited
Exit Window A period of 1 (one) year following the date of delisting of Equity Shares
from the Stock Exchanges
Exit Price Defined in Section 1.15
FPI Foreign Portfolio Investors
Floor Price The price of Rs. 428.50 per Offer Share as determined in accordance with
the Delisting Regulations
Floor Price Letter Letter received from the Acquirer on November 12, 2018 providing
the details of the floor price for the Delisting Offer, along with a
certificate provided by K.J. Sheth & Associates, Chartered Accountants,
(Membership number 118598W), 2nd floor, Seksaria Chambers, 139, N. M.
Road, Fort, Mumbai – 40000, certifying the Floor Price
Global Transaction Defined in Section 1.6 below
Letter of Offer This letter of offer inviting Bids from all Public Shareholders
Letter of Offer Delivery Defined in Section 14.3 below
Requirement
Linde AG Linde Aktiengesellschaft
Listing Regulations Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended from time to
5
 time
Merchant Banker ICICI Bank Limited
Manager or Manager to the ICICI Securities Limited
Offer
MOA Memorandum of Association
NSE The National Stock Exchange of India Limited
Offer Shares 2,13,21,056 Equity Shares of the Company representing 25% of the Share
Capital, held by the Public Shareholders
OTB Offer to Buy
Public Announcement Statutory public announcement for Delisting published on January 10,
2019 in the newspapers set out in Section 1.11 below
PAC Linde Holdings Netherlands B.V.
Physical Shares Offer Shares that are not in dematerialized form
Physical Shareholders Public Shareholders who hold Offer Shares in physical form
Praxair Praxair, Inc.
Public Shareholders All the public shareholders of the Company as defined under Regulation
2(1)(j) of the Delisting Regulations
RBI Reserve Bank of India
Registrar or Registrar to the Link Intime India Private Limited
Offer
Residual Public Shareholders The Public Shareholders whose Offer Shares have not been acquired by
the Acquirer during the Delisting Offer
SCRR The Securities Contract (Regulation) Act, 1956, as amended from time to
time
Share Capital Has the meaning referred to it in Section 1.3 below
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time
to time
SEBI Circulars The following circulars issued by SEBI: (i) circular no.
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015; and (ii) circular no.
CFD/DCR2/CIR/P/2016/131 dated December 09, 2016
Seller Member The stock brokers registered with the BSE appointed by the respective
Public Shareholders
Special Account Special account opened with the Escrow Bank having account number
001105029060 in the name of “BOCG LINDE INDIA DELISTING
SPECIAL ACCOUNT”, referred to in Section 20 below and in
accordance with the Delisting Regulations.
Specified Date January 4, 2019
Stock Exchange Mechanism The process set out in the SEBI Circulars
Stock Exchanges BSE and NSE
Stock Exchanges Notification Has the meaning referred to it in Section 1.7 below
Date
STT Securities transaction tax
Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, as amended from time to time
TRS Transaction Registration Slip

6
 Dear Public Shareholder,

Invitation to tender Equity Shares held by you in the Company

The Acquirer and the PAC are pleased to invite you to tender your Equity Shares, on the terms and subject to
the conditions set out in the Delisting Regulations, the Public Announcement and in this Letter of Offer
pursuant to the Delisting Offer made in accordance with relevant provisions of the Delisting Regulations.

1 BACKGROUND OF THE DELISTING OFFER

1.1. The Company is a public limited company incorporated on July 19, 1994 under the Companies Act,
1956, having its registered office at Oxygen House, P43, Taratala Road, Kolkata, West Bengal,
700088; Tel: +91 33 6602 1600; Fax: +91 33 2401 4206. The Acquirer (The BOC Group Limited), is a
private limited liability company, incorporated on January 26, 1886 under the laws of England & Wales,
with its registered office at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford,
Surrey, GU2 7XY, England. The PAC (Linde Holdings Netherlands B.V.) is a private limited liability
company, incorporated on November 28, 2007 under the laws of the Netherlands, with its registered office
at Havenstraat 1, 3115HC Schiedam, Netherlands, Tel: + 31 10 246 1616, Fax: + 31 10 246 1600.

1.2. The Equity Shares are listed and traded on BSE and the NSE.

1.3. As of the date of this Letter of Offer, the total authorized share capital of the Company is
Rs.86,00,00,000 (Indian Rupees eighty six crores only) consisting of 8,60,00,000 (eight crore sixty
lakh only) Equity Shares of Rs. 10 (Indian Rupees ten only) each. The total issued capital of the
Company is Rs.85,28,62,090 (Indian Rupees eighty five crore, twenty eight lakh, sixty two thousand
and ninety only) comprising of 8,52,86,209 (eight crore fifty two lakh eighty six thousand two
hundred and nine) Equity Shares of Rs.10 (Indian Rupees ten only) each and the subscribed and
paid-up share capital of the Company is Rs.85,28,42,230 (Indian Rupees eighty five crores twenty
eight lakhs forty two thousand two hundred thirty) consisting of 8,52,84,223 (eight crore fifty two
lakh eighty four thousand two hundred and twenty three only) Equity Shares of Rs.10 (Indian
Rupees ten only) each fully paid (the “Share Capital”).

1.4. As on the date of this Letter of Offer, the Acquirer holds 6,39,63,167 (six crore thirty nine lakh,
sixty three thousand one hundred and sixty seven only) Equity Shares, aggregating to 75% (seventy
five per cent) of the Share Capital.

1.5. The Acquirer is making this Delisting Offer to acquire the Offer Shares pursuant to Regulation 5A
of the Takeover Regulations, and Regulations 5 & 6(b) read with Chapter IV of the Delisting
Regulations. If the Delisting Offer is successful in accordance with the terms set out in Section 14 of
this Letter of Offer, the Acquirer will apply to delist the Equity Shares from the Stock Exchanges
pursuant to and in accordance with the Delisting Regulations and on the terms set out in the Public
Announcement, this Letter of Offer and any other delisting offer documents. Consequent to such
actions, the Equity Shares of the Company shall be delisted from trading on the Stock Exchanges.

1.6. Pursuant to the completion of the global merger between Linde AG and Praxair (“Global Transaction”),
Linde plc has acquired control over Linde AG and thereby resulted in an indirect acquisition of voting
rights in and control over the Company by Linde plc. Accordingly, The BOC Group Limited (along with
certain persons acting in concert) has made a mandatory open offer in compliance with Regulations 3(1),
4, 5(1), and 5A of the Takeover Regulations, to acquire up to 2,13,21,056 equity shares from the public
shareholders of the Company representing 25% (twenty five percent) of the paid up share capital of the
Company. Hence, the Acquirer, Praxair and the PAC published a detailed public statement for the open
offer on November 9, 2018 in terms of the proviso to Regulation 13(4) of the Takeover Regulations
which encapsulated the Acquirer’s intention to voluntarily delist the Equity Shares from the Stock
Exchanges in terms of Regulation 5A of the Takeover Regulations (“DPS”).

1.7. Pursuant to the Delisting Letter, the Acquirer had conveyed its intention to make a voluntary delisting
offer to acquire, either by itself or along with other entities of the promoter group, the Offer Shares and to
delist the Equity Shares of the Company from the Stock Exchanges in accordance with the Delisting
Regulations and requested the Board of Directors of the Company to approve the Delisting Offer and to
seek the requisite approval for the Delisting Offer from the Public Shareholders in accordance with the

7
 Delisting Regulations. The receipt of the Delisting Letter was notified to the Stock Exchanges on
November 9, 2018 (“Stock Exchanges Notification Date”).

1.8. On November 12, 2018, the Company received the Floor Price Letter from the Acquirer, wherein the
Floor Price for the Delisting Offer is stated as Rs. 428.50 per Offer Share, along with a certificate
provided by K.J. Sheth & Associates, Chartered Accountants, (Membership number 118598W), 2nd
floor, Seksaria Chambers, 139, N. M. Road, Fort, Mumbai – 400001, certifying the Floor Price computed
in accordance with the Delisting Regulations.

1.9. The Board of Directors, during their meeting on November 14, 2018, took on record the due diligence
report dated November 13, 2018 submitted by the Merchant Banker and (i) approved the Delisting Offer
in terms of Regulation 8(1)(a) of the Delisting Regulations subject to the approval of shareholders of the
Company; and (ii) took on record the Floor Price Letter. The Company notified the Stock Exchanges of
this Board of Directors meeting on November 14, 2018.

1.10. The notice for seeking the approval of the shareholders, through postal ballot and e-voting, for the
Delisting Offer, as required under the Delisting Regulations, was dispatched on November 22, 2018.

1.11. The shareholders of the Company approved the Delisting Offer by way of a special resolution in
accordance with the Delisting Regulations on December 24, 2018 based on the results of the postal
ballot declared on December 24, 2018 at the registered office of the Company and notified to the
Stock Exchanges on December 26, 2018. As part of the said resolution, the votes cast by the Public
Shareholders in favour of the Delisting Offer are 1,27,56,561 votes which is more than two times the
number of votes cast by the Public Shareholders against it i.e. 98,540 votes.

1.12. The BSE and the NSE have issued their in-principle approval to the Delisting Offer subject to
compliance with the Delisting Regulations, on January 8, 2019 and January 9, 2019 respectively, in
accordance with Regulation 8(3) of the Delisting Regulations.

1.13. The Public Announcement has been issued in the following newspapers as required under
Regulation 10(1) of the Delisting Regulations:

Newspaper Language Editions

Financial Express English All Editions
Jansatta Hindi All Editions
Mumbai Lakshadeep Marathi Mumbai
Arthik Lipi Bengali Kolkata

1.14. Any changes, modifications or amendments to the Letter of Offer, if any will be notified by way
of issuing corrigendum in all of the aforesaid newspapers.

1.15. The Delisting Offer is subject to the acceptance of the Discovered Price, calculated in accordance
with the Delisting Regulations, by the Acquirer. However, in accordance with provisions of
Regulation 16(1) of Delisting Regulations, the Promoter/Acquirer has the sole discretion to accept or
reject the Discovered Price. Subject to circulars or notifications issued by SEBI with respect to
the process under Regulation 16(1A) of the Delisting Regulations, if the Discovered Price is rejected by
the Promoter/Acquirer, then the Promoter/Acquirer may, at its sole discretion, make a counter offer to
the Public Shareholders within 2 (two) working days of the determination of the Discovered Price, in
the manner specified by the SEBI. Any Discovered Price that is accepted by the Acquirer for
the Delisting Offer or a higher price than the Discovered Price, which is offered for the Delisting
Offer at its discretion shall hereinafter be referred to as the Exit Price. For the avoidance of
doubt, it is hereby clarified that, subject to circulars or notifications issued by SEBI with
respect to the process under Regulation 16(1A) of the Delisting Regulations, in the event the
Acquirer exercises his right to make a counter offer (as described above), the price at which such
counter offer is made shall be deemed to be the Exit Price referred to in this Letter of Offer.

1.16. The Acquirer and the PAC reserve the right to withdraw the Delisting Offer in certain cases as set
out in Section 14 of this Letter of Offer.

8
 2 NECESSITY AND OBJECTIVE OF THE DELISTING OFFER

2.1 The Acquirer has specified the following rationale for the Delisting Offer in the Delisting Letter:

a. The objective of making the Delisting Offer is to obtain full ownership of Equity Shares of the
Company, which will provide the promoter group with operational flexibility to support the
Company’s business and future financing needs. Other reasons include (i) ongoing expenses with
the maintenance of listing on the Stock Exchanges will be reduced, including investor relations
expenses; (ii) the amount of management time required to be dedicated is reduced and can be
redirected to the Company’s business, and time dedicated to compliance with listing requirements
gets reduced.

b. Pursuant to the completion of the global merger between Linde AG and Praxair, Linde plc
acquired control over Linde AG and thereby resulted in an indirect acquisition of voting rights in
and control over the Company by Linde plc. Accordingly, The BOC Group Limited (along with
certain persons acting in concert) has made a mandatory open offer in compliance with
Regulations 3(1), 4, 5(1), and 5A of the Takeover Regulations, to acquire up to 2,13,21,056
equity shares from the public shareholders of the Company representing 25% (twenty five
percent) of the Share Capital of the Company. Further, as per the SCRR and the Listing
Regulations, 25% (twenty five percent) of the Share Capital of the Company is required to be
held by public shareholders. In the event any Public Shareholder subscribes to the open offer, the
promoter group’s direct and indirect (as applicable) shareholding in the Company post the
completion of the aforementioned open offer will exceed 75% (seventy five percent) of the Share
Capital of the Company and could be as much as 100% (hundred percent) in case the open offer
is fully subscribed. The promoter group will have to consider divesting the excess shareholding in
the secondary market in a time bound manner within 12 (twelve) months of the completion of the
open offer. Therefore, the promoter group believes that Delisting Offer is quicker, and is cost
effective way for the promoter group and The BOC Group Limited to comply with SCRR and the
Listing Regulations.

2.2 In view of the above, the Acquirer believes that the Delisting Offer can provide the Public Shareholders an
opportunity to exit from the Company at the Exit Price. The Floor Price is not a ceiling for the purpose of
the reverse book building process and the Public Shareholders may offer their respective shares at any
price higher than Floor Price. However, in accordance with provisions of Regulation 16(1) of Delisting
Regulations, the Promoter/Acquirer has the sole discretion to accept or reject the Discovered Price. Subject
to circulars or notifications issued by SEBI with respect to the process under Regulation 16(1A) of the
Delisting Regulations, if the Discovered Price is rejected by the Promoter/Acquirer, then the
Promoter/Acquirer may, at its sole discretion, make a counter offer to the Public Shareholders within 2
(two) working days of the determination of the Discovered Price, in the manner specified by the SEBI.

3 BACKGROUND OF THE ACQUIRER AND THE PAC

3.1 Acquirer –The BOC Group Limited

3.1.1 The Acquirer (The BOC Group Limited) is a private limited liability company, and is the Promoter of the
Company. The Acquirer was incorporated on January 26, 1886 under the laws of England & Wales and
registered with the Registrar of Companies for England & Wales, with registration number 22096 under the
name of Brin’s Oxygen Company Limited, until July 23, 1906. Subsequently, the name of the Acquirer was
changed to The British Oxygen Company Limited. On April 10, 1975, the Acquirer changed its name to
BOC International Limited, until March 6, 1981 when the Acquirer re-registered as a public limited
company under the name of BOC International plc. On March 1, 1982, the Acquirer changed its name to
The BOC Group plc, which continued until September 11, 2008 when the Acquirer re-registered as a
private limited company under the name of The BOC Group Limited.

3.1.2 The Acquirer is a holding company and provides finance and administrative services for other Linde group
companies.

3.1.3 The Acquirer is a wholly-owned indirect subsidiary of Linde UK Holdings Limited, a company
incorporated in England & Wales. Linde UK Holdings Limited is a subsidiary of Linde AG, a company
incorporated in Germany. Pursuant to completion of the Global Transaction, Linde plc has become the
ultimate parent company for the Acquirer and Linde AG. Linde plc is incorporated under the laws of
Ireland.

9
3.1.4 As on the date of this Letter of Offer, the Acquirer is the registered owner of 6,39,63,167 (six crore thirty
nine lakh, sixty three thousand one hundred and sixty seven) Equity Shares of the Company representing
75% (seventy five percent) of the total fully paid-up fully diluted voting Equity Share capital of the
Company. However, the beneficial interest of 2,68,98,891 (two crore sixty eight lakh ninety eight thousand
eight hundred and ninety one) Equity Shares vests with BOC Holdings and the beneficial interest of
3,70,64,276 (three crore seventy lakh sixty four thousand two hundred and seventy six) Equity Shares vests
with the PAC.

3.1.5 The equity shares of the Acquirer are not listed on any stock exchange. The key financial information of the
Acquirer as derived from the audited financials of the Acquirer for the financial years 2015, 2016, 2017 is
set out below:

(in Rs. mn)

For the Financial Year Ended December 31
Particulars (on a consolidated basis)
2015 2016 2017
Dividend Income 69,611.7 64,167.1 113,514.1
Profit before tax and
68,605.1 61,995.5 112,099.1
Finance costs (EBIT)
Profit before taxes 68,029.8 44,605.9 98,389.8
Profit for the year 68,087.3 45,226.4 97,898.0

(in Rs. mn)

As of the Financial Year Ended December 31
Particulars (on a consolidated basis)
2015 2016 2017
Cash and cash
1,103.9 1,783.7 679.4
equivalents
Other Receivables 69,008.8 69,006.9 104,088.8
Current Assets 70,112.7 70,790.6 104,768.2
Property, plant and
87.9 68.6 67.9
equipment
Financial assets 690,430.0 653,483.0 646,952.1
Amounts owed by
79,149.1 110,630.6 81,281.5
group undertakings
Pension Asset 1,709.6 509.6 -
Deferred tax assets 1,045.3 7,350.5 3,542.4
Non-current assets 772,421.9 772,042.4 731,843.9
Total Assets 842,534.6 842,833.1 836,612.1
Bank and loan
(156.3) (294.0) (77.6)
overdrafts
Income tax accruals (58.6) (274.4) (349.4)
Other current liabilities (33,449.3) (40,888.6) (24,069.0)
Current Liabilities (33,664.3) (41,457.1) (24,496.1)
Other non-current
(111,133.1) (110,522.8) (86,823.2)
liabilities
Non- Current
(111,133.1) (110,522.8) (86,823.2)
Liabilities
Total Liabilities (144,797.4) (151,979.9) (111,319.2)
Equity 697,737.3 690,853.2 725,292.8
Share Capital 12,963.6 13,005.6 12,878.9
Share Premium 335,519.2 336,605.9 336,005.5
Other reserves 34,514.2 34,626.0 34,288.7
Retained earnings 314,740.3 306,615.7 342,119.8
Equity attributable to
697,737.3 690,853.2 725,292.8
owners of the parent
Total Equity 697,737.3 690,853.2 725,292.8
Equity and Liabilities 842,534.6 842,833.1 836,612.1

10
 (in Rs.)
For the Financial Year Ended December 31
Particulars (on a consolidated basis)
2015 2016 2017
Dividend (%) 70.3% 142.3% 70.1%
Earnings per share 133.78 34.99 215.83
Book Value per share 1,314.75 1,301.78 1,366.67
Return on Net Worth 9.8% 6.5% 13.5%

Note: Since the financials of the Acquirer are presented in Great Britain Pound (“GBP”), the functional currency of
the Acquirer, a translation (convenience translation) of such financials into Indian Rupees has been adopted. The
GBP to Rs. conversion has been assumed at the rate of 86.28, 83.85 and 71.91 as on December 31, 2017, December
31, 2016 and December 31, 2015 respectively.

3.2 PAC – Linde Holdings Netherlands B.V.

3.2.1 Linde Holdings Netherlands B.V. is a company incorporated under the laws of Netherlands on November
28, 2007, and its registered address is Havenstraat 1, 3115HC Schiedam, Netherlands, Tel: + 31 10 246
1616, Fax: + 31 10 246 1600. The PAC is engaged in the business of investing in shares and securities of
other companies.

3.2.2 The PAC is a wholly owned subsidiary of Linde AG. Linde AG and the PAC are indirectly and majority-
owned subsidiaries of Linde plc, and form a part of the Linde plc group. Pursuant to completion of the
Global Transaction, Linde plc is the ultimate parent company of the PAC. Thus, the Acquirer and the PAC
form a part of the same group (i.e. Linde plc).

3.2.3 The PAC beneficially owns 3,70,64,276 (three crore seventy lakh sixty four thousand two hundred and
seventy six) Equity Shares, representing approximately 43.45% (forty three point four five per cent) of the
Share Capital of the Company. The registered owner of the aforesaid Equity Shares is the Acquirer.

3.2.4 As of the date of this Letter of Offer, neither the PAC nor its directors and/or key managerial personnel
have any interest in the Company other than as disclosed in paragraph 3.2.3 above. As of the date of this
Letter of Offer, there are no directors representing the PAC on the Board of Directors of the Company.

3.2.5 The shares of the PAC are not listed on any stock exchange in India or overseas. The key financial
information of the PAC based on the audited financial statements of the PAC for the financial years 2015,
2016, 2017 is set out below:
(in Rs. Mn)
For the Financial Year Ended
December 31
Particulars (on a non-consolidated basis)
2015 2016 2017
Revenue - - -
Profit before tax and Finance costs (EBIT) (36) (25) (23)
Profit before taxes 31,370 7,373 13,217

Profit for the year 31,229 7,481 13,290

(in Rs. Mn)

As of the Financial Year Ended
December 31
Particulars (on a non-consolidated basis)
2015 2016 2017
Cash and cash equivalents - 8 1
Other Receivables 62,872 72,948 19,872
Income tax receivables - - 444
Current Assets 62,872 72,956 20,317
11
 As of the Financial Year Ended
December 31
Particulars (on a non-consolidated basis)
2015 2016 2017
Financial assets 150,284 126,107 175,273
Non-current assets 150,284 126,107 175,273
Total Assets 213,157 199,062 195,591
Income tax accruals 395 214 -
Other current liabilities 36,635 63,331 40,132
Current Liabilities 37,030 63,546 40,132
Other non-current liabilities 47,854 18,713 16,423
Non- Current Liabilities 47,854 18,713 16,423
Total Liabilities 84,885 82,259 56,555
Equity
Share Capital 11,506 11,435 12,257
Share Premium 97,958 97,353 104,347
Other reserves -(12,743) 826 8,591
Retained earnings 31,550 7,189 13,841
Total Equity 128,272 116,803 139,036
Equity and Liabilities 213,157 199,062 195,591

(in Rs.)
For the Financial Year Ended
December 31
Particulars
(on a non-consolidated basis)
2015 2016 2017
Dividend (%) 396.83% 156.23% n/a
Earnings per share 19,516.13 4,675.38 8,305.54
Book Value per share 80,161.01 72,993.76 86,887.56
Return on Net Worth (%) 24.35% 6.41% 9.56%

Note: Since the financials of the PAC are presented in Euro, the functional currency of the PAC, a translation
(convenience translation) of such financials into Indian Rupees has been adopted. The Euro to Rs. conversion
has been assumed at the rate of 73.55, 74.36 and 71.17 as on December 31, 2017, December 31, 2016 and
December 31, 2015 respectively.

Note: The key non-consolidated financial information of the PAC does not contain all the disclosures required
by Part 9 of Book 2 of the Dutch Civil Code. Reading the selected financial information, therefore, is not a
substitute for reading the financial statements of PAC.

3.3 As of the date of this Letter of Offer, the collective shareholding of the promoter group in the Company is
as follows:

% of Paid-up Capital of the

Name of Promoter No. of Equity Shares held Company
The BOC Group Limited 6,39,63,167 75%
Total 6,39,63,167 75%

3.4 The promoter group has not traded in the Equity Shares of the Company during the 6 (six) months
preceding the date of the board meeting (i.e. November 14, 2018) wherein the Delisting Offer was
considered. Further, all the members of the Company’s promoter group have undertaken not to sell Equity
Shares of the Company until completion of the Delisting Offer in accordance with the Delisting
Regulations.

3.5 The Acquirer and the PAC have not been prohibited by SEBI from dealing in securities, in terms of
directions issued under Section 11B of the SEBI Act, 1992 (“SEBI Act”) or any other regulations made
under the SEBI Act.

12
3.6 The Acquirer and PAC hereby invite all the Public Shareholders of the Company to bid in accordance with
the reverse book building process of the Stock Exchanges and on the terms and subject to the conditions set
out herein, all of their Equity Shares of the Company, being 2,13,21,056 (two crore, thirteen lakh, twenty
one thousand and fifty six) fully paid up equity shares of Rs. 10 (Rupees ten) each representing 25%
(twenty five percent) of the paid up share capital of the Company.

4 BACKGROUND OF THE COMPANY

4.1 Linde India Limited was incorporated as a private limited company on January 24, 1935, under the name
‘Indian Oxygen & Acetylene Company Private Limited’ in Calcutta, India under the Companies Act, 1913.
Thereafter, it was renamed as ‘Indian Oxygen Limited’ on January 20, 1958. It was renamed as ‘IOL Ltd’
on October 03, 1989 and further renamed as ‘BOC India Limited’ on February 6, 1995. The Equity Shares
of the Company got listed on BSE w.e.f January 23, 1992 and on NSE w.e.f June 16, 1999. The Company
was acquired by the Linde group on September 5, 2006 and was renamed as ‘Linde India Limited’ on
February 18, 2013. The CIN of the Company is L40200WB1935PLC008184. The registered office of the
Company is situated at Oxygen House, P43, Taratala Road, Kolkata, West Bengal, 700088; Tel: +91 33
6602 1600; Fax: +91 33 2401 4206; email: contact.lg.in@linde.com; website: www.linde.in.

4.2 The main operations of the Company are:

4.2.1 Gases and Related Products – comprising manufacturing and sale of industrial, medical and
special gases, equipment as well as related products; and

4.2.2 Project Engineering – comprising manufacturing and sale of cryogenic and non-cryogenic vessels
as well designing, supplying, testing, erecting and commissioning of projects across diverse
industries.

4.3 The Share Capital of the Company is as mentioned in paragraph 1.3 of this Letter of Offer. None of the
Acquirer, PAC and other members of the promoter group of the Company are participating in the Delisting
Offer and will not tender their Equity Shares in the reverse book building process as part of the Delisting
Offer.

4.4 The Board of Directors of the Company as on date of this Letter of Offer is as follows:

Name & Address Designation &DIN Date of Appointment Shareholding in the

in current term Company
Mr. Sanjiv Lamba, residing at 81, Chairman, DIN 00320753 June 7, 2005 400 shares
Shelford Road, Singapore 288522
Mr. Arun Balakrishnan, residing at Independent Director, DIN October 1, 2014 Nil
Flat 2102, Sobha Petunia, Verana 00130241
Palaya, Opp. Lumbini Gardens,
Nagawara, Bangalore 560045
Mr. Jyotin Mehta, residing at Y Independent Director DIN October 1, 2014 Nil
804/5, Golden Rays, Shastri Nagar, 00033518
Andheri, Mumbai 400053
Mr. Shalini Sarin, residing at C-248, Independent Director, DIN July 10, 2018 Nil
Defence Colony, South Delhi 110024 06604529
Mr. Moloy Banerjee, residing at Flat Managing Director, DIN July 30, 2016 200 shares
11C, Merlin Cambridge, 24 Prince 00273101
Anwar Shah Road, Tollygunge,
Kolkata 700 033
Ms Desiree Co Bacher, residing at 3 Non-Executive Director, DIN February 17, 2015 Nil
Grange Garden, #13-03 Singapore 07097389
249633

4.5 A brief summary of the standalone financial performance of the Company is set out below:

13
 (in Rs. Mn)
For the Financial Year Ended December 31
(on a non-consolidated basis)
Particulars
Sep 2018
2015 2016 2017
(unaudited)
Revenue 15,666.29 19,793.58 21,149.87 16,288.61
Profit before tax and Finance costs (EBIT) 904.39 1,257.86 1,326.25 1,040.49
Profit before taxes 5.56 102.12 161.56 258.96
Profit for the year 234.57 134.10 189.38 180.66

(in Rs. Mn)

As of the Financial Year Ended
December 31
Particulars (on a non-consolidated basis)
Sep 2018
2015 2016 2017
(unaudited)
Cash and cash equivalents 205.58 1056.99 382.40 983.75
Other Receivables 841.30 1,780.56 1,653.42 1,620.75
Income tax receivables - - - -
Current Assets 5,724.79 7,694.71 6,715.60 7,103.58
Financial assets 618.78 673.81 879.23 1,092.31
Non-current assets 28,035.00 27,931.32 26,942.09 26,373.71
Total Assets 33,759.79 35,626.03 33,657.69 33,477.29
Income tax accruals 17.16 17.16 - -
Other current liabilities 1,195.23 1,514.44 1,407.13 1,032.39
Current Liabilities 4,862.40 10,134.34 10,162.87 13,015.75
Other non-current liabilities 251.51 265.25 229.16 246.68
Non- Current Liabilities 14,997.54 11,538.28 9,417.65 6,285.69
Total Liabilities 19,859.94 21,672.62 19,580.52 19,301.44
Equity
Share Capital 852.84 852.84 852.84 852.84
Share Premium 6,972.52 6,972.52 6,972.52 6,972.52
Other reserves 938.81 960.77 979.82 992.27
Retained earnings 5,135.68 5,167.28 5,271.99 5,358.22
Total Equity 13,899.85 13,953.41 14,077.17 14,175.85
Equity and Liabilities 33,759.79 35,626.03 33,657.69 33,477.29

(in Rs. Mn except per share data)

Period ended Year ended Year ended Year ended
September 30, 2018 December 31, 2017 December 31, 2016 December 31, 2015
Particulars
(Limited (Audited) (Audited) (Audited)
Reviewed)
Equity capital 852.84 852.84 852.84 852.84
Reserves & surplus 13,323.01 13,224.33 13,100.57 13,047.01
Total Income 16,440.83 21,317.42 20,138.25 15,984.38*
Profit after Tax 180.66 189.38 134.10 234.57*
(PAT)
Net worth 14,175.85 14,077.17 13,953.41 13,899.85
Book Value per share 166.22 165.06 163.61 162.98
(in Rs.)
EPS (in Rs.) 2.13 2.22 1.57 2.75*

Figures for 2016, 2017 and period ended September 30, 2018 are as per Ind AS.
*Figures of Total income & PAT for the year 2015 is as per IGAAP. However, figures of Net worth, Equity and
Reserves & Surplus are as per Ind AS as published.
*EPS for 2015 is as per IGAAP financials after considering exceptional items.

4.6 Pursuant to the Global Transaction, anti-trust filings were made with the CCI by Linde AG and Praxair. The
CCI has issued a clearance letter and final order approving the Global Transaction. As per the clearance
letter and final order dated September 6, 2018, the CCI inter alia requires divestment of certain assets of the
Company which include (i) divestment of on-site plant in the South Region, namely, JSW 2 1800 tpd ASU

14
 at Bellary, Karnataka; (ii) divestment of the entire shareholding owned by the Company in Bellary Oxygen
Company Private Limited, a joint venture between the Company and Inox Air Products Limited (iii)
Hyderabad Cylinder filing station; and (iv) Chennai cylinder filing station within a prescribed period of
time.

5. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY

5.1 As of the date of this Letter of Offer, the Share Capital of the Company is as provided in Section 1.3 of
this Letter of Offer. As on the date of the Letter of Offer there are no outstanding instruments in the
nature of warrants or fully convertible debentures or partly convertible debentures/preference shares or
employee stock options etc., which are convertible into Equity Shares at any later date. Further, the Equity
Shares held by the promoter group of the Company are not locked-in. The Company also does not have any
partly paid up shares outstanding. None of the Acquirer, PAC and other members of the promoter group
of the Company are participating in the Delisting Offer and will not tender their Equity Shares in the
reverse book building process as part of the Delisting Offer.

5.2 The shareholding pattern of the Company, for the quarter ended September 2018 is as follows:

Particulars No. of Equity Shares Shareholding (%)

Promoter Group 6,39,63,167 75
Mutual Funds 90,66,140 10.63
Alternate Investment Funds 6,95,449 0.82
Foreign Portfolio Investors 23,65,893 2.77
Financial Institutions / Banks 19,549 0.02
Foreign Institutional Investors 133 0.00
Central Government/ State Government(s)/ 405 0.00
President of India
Insurance Companies 19,11,102 2.24
Individuals 58,49,426 6.86
NBFCs registered with RBI 7365 0.01
Any Other (IPEF, Trusts, Foreign Nationals, 14,05,594 1.65
HUF, NRIs, Director or director’s relatives,
Clearing Members, Market Maker, Bodies
Corporate)
Total 8,52,84,223 100
Source: Shareholding pattern of the Company filed with BSE

5.3 The capital structure of the Company as on the date of this Letter of Offer is as follows:

No. of Equity Shares / Voting % of Share Capital / Voting

Paid-up Equity Shares of the Company Rights Rights
Fully Paid-up Equity Shares 8,52,84,223 100
Partly Paid-up Equity Shares - -
Total Paid-up Equity Shares 8,52,84,223 100
Total Voting Rights in the Company
8,52,84,223 100

5.4 The shareholding pattern of the Company as on the date of this Letter of Offer is as follows:

Particulars % of Fully Paid up Share

No. of Equity Shares Capital of the Company
Promoter & Promoter Group 6,39,63,167 75
- Individuals - -
- Body Corporate 6,39,63,167 75
Total Promoter Holdings (A) 6,39,63,167 75
Total Public Holding (B) 2,13,21,056 25
Grand Total (A+B) 8,52,84,223 100

15
 6. STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE
DELISTED

6.1 The Equity Shares of the Company are currently listed and traded on the Stock Exchanges.

6.2 The Equity Shares of the Company are frequently traded on the NSE, and infrequently traded on the
BSE, within the meaning of the explanation to regulation 15 (2) of the Delisting Regulations.

6.3 The Acquirer and PAC are seeking to delist the Equity Shares of the Company from BSE and NSE,
and the “in-principle” approval from the BSE was obtained on January 8, 2019 and from the NSE on
January 9, 2019.

6.4 No application for listing shall be made in respect of any Equity Shares which have been delisted
pursuant to this Delisting Offer for a period of 5 years from the date of delisting.

6.5 Any application for listing made in future by the Company after the aforementioned period in respect
of delisted Equity Shares shall be deemed to be an application for fresh listing of such Equity Shares
and shall be subject to the then prevailing laws relating to listing of equity shares of unlisted
companies.

6.6 The Acquirer proposes to acquire the Offer Shares pursuant to a reverse book-building process through
an acquisition window facility, i.e. separate acquisition window in form of web based bidding platform
provided by the BSE, in accordance with the stock exchange mechanism (the “Acquisition Window
Facility” or “Offer to Buy (OTB)”, conducted in accordance with the terms of the Delisting
Regulations and the SEBI Circulars. Accordingly, the BSE is chosen as the Designated Stock Exchange
(“DSE”), in terms of the SEBI Circulars.

7. LIKELY POST SUCCESSFUL DELISTING SHAREHOLDING PATTERN OF THE COMPANY

7.1 The most likely post-delisting shareholding assuming that all Equity Shares outstanding with the Public
Shareholders are acquired pursuant to a successful completion of the Delisting Offer in terms of the
Delisting Regulations is as follows:

% of Fully Paid up Share

Particulars No. of Equity Shares
Capital of the Company
Promoter & promoter group 8,52,84,223 100.00
Public 0 0.00
Total 8,52,84,223 100.00

8. MANAGER TO THE DELISTING OFFER

8.1 The Acquirer has appointed ICICI Securities Limited having their registered office ICICI Centre, H.T.
Parekh Marg, Churchgate, Mumbai – 400020, Maharashtra, India as “Manager to the Offer”. Tel. No. +91
22 2288 2460; Fax No. +91 22 2282 6580; Email: linde.delisting@icicisecurities.com.

9. REGISTRAR TO THE DELISTING OFFER

9.1 The Acquirer has appointed Link Intime India Private Limited having its registered office at C-101, 1st
Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, India as “Registrar to the Offer”. Tel.
No. +91 22 4918 6200; Fax No. +91 22 4918 6195; Email: lindeindia.offer@linkintime.co.in.

10. STOCK BROKER OF THE ACQUIRER

10.1 The Acquirer has appointed ICICI Securities Limited having its registered office at ICICI Centre, H.T.
Parekh Marg, Churchgate, Mumbai 400 020, as the stock broker of the Acquirer (“Stock Broker of the
Acquirer” or “Trading Member to the Offer”). Tel. No. +91 22 2288 2460; Fax No. +91 22 2282 6580;
Contact Person: Allwyn Cardoza.

16
 11. STOCK EXCHANGE DATA REGARDING THE COMPANY

11.1 The Equity Shares are frequently traded on the NSE, and infrequently traded on the BSE, in terms of the
Takeover Regulations. The high, low and average price of the Equity Shares (in Rupees per share) during
the three financial years immediately preceding the Stock Exchanges Notification Date is as follows:

BSE
Financial Year
High* (Rs.) Low* (Rs.) Average** (Rs.)
April 1,2015 - March 31,2016 445.00 240.50 332.41
April 1,2016 - March 31,2017 425.95 257.60 344.25
April 1,2017 - March 31,2018 598.85 365.05 458.46
Source: www.bseindia.com
* High of intra-day high/low of intra-day lows during the period
**Average of the closing prices during the period

NSE
Financial Year
High* (Rs.) Low* (Rs.) Average**(Rs.)
April 1,2015 - March 31,2016 436.00 238.20 332.39
April 1,2016 - March 31,2017 424.00 253.20 344.16
April 1,2017 - March 31,2018 599.00 368.00 458.59
Source: www.nseindia.com
* High of intra-day high/low of intra-day lows during the period
**Average of the closing prices during the period

11.2 The monthly high and low market prices of the Equity Shares and trading volumes for six calendar months
preceding the date of the Public Announcement on the BSE and the NSE are:

Stock Month High* Low* (Rs./share) Volume for the Month

Exchange (Rs./share)
BSE Dec 2018 705.5 647.65 95,629
Nov 2018 702.7 431 8,03,215
Oct 2018 450.05 386 62,761
Sep 2018 441.75 399 48,956
Aug 2018 449.2 397.15 6,22,749
Jul 2018 477.40 420.0 20,977
NSE Dec 2018 704.9 650.15 16,73,147
Nov 2018 702.4 441 80,39,596
Oct 2018 452.6 382.25 9,01,553
Sep 2018 443.9 401.1 6,70,424
Aug 2018 453 396.30 10,43,923
Jul 2018 478 419.40 2,89,451
Source: www.bseindia.com and www.nseindia.com
* High of intra-day high/low of intra-day lows during the period

12. DETERMINATION OF THE FLOOR PRICE

12.1 The Acquirer proposes to acquire the Equity Shares of the Company from the Public Shareholders
pursuant to a reverse book building process established in terms of Schedule II of the Delisting
Regulations.

12.2 The Equity Shares of the Company are currently listed and traded on BSE and the NSE only. On the
BSE, the Scrip Code and the Security ID of the Company are “523457” and “LINDEINDIA” respectively
and are placed under “A” Group. On the NSE, the Symbol and ISIN of the Company are “LINDEINDIA”
and “INE473A01011”, respectively.

12.3 This being a Delisting Offer under Regulation 5A of the Takeover Regulations read with the Delisting
Regulations, the floor price for the Delisting Offer has been taken in accordance with Regulation 15(2) of
the Delisting Regulations read with Regulation 8 of the Takeover Regulations.

17
12.4 The annualized trading turnover based on the trading volume of the Equity Shares at BSE and at NSE
during the period from November 2017 to October 2018 (12 (twelve) calendar months prior to the month of
the Stock Exchanges Notification Date) is as under:

Total Traded Volumes from Total number of equity shares Annualized trading
StockExchange November 2017 to October 2018 outstanding as at October 31, 2018 turnover (%)
BSE 26,01,130 8,52,84,223 3.05%
NSE 1,07,02,098 8,52,84,223 12.55%
Source: www.bseindia.com and www.nseindia.com.

12.5 As per the Takeover Regulations “frequently traded shares” means shares of a target company, in which the
traded turnover on any stock exchange, during the 12 (twelve) calendar months preceding the calendar
month in which the public announcement is made, is at least 10% (ten per cent) of the total number of
shares of such class of the company.

12.6 As mentioned in Section 6.2 above, the Equity Shares of the Company are frequently traded on NSE in
terms of Regulation 2(1)(j) of the Takeover Regulations.

12.7 As required under Regulation 15(2) of the Delisting Regulations, the floor price of the Delisting Offer
is required to be determined in terms of Regulation 8 of the Takeover Regulations, as may be
applicable. The reference date for computing the floor price would be the date on which the recognized
stock exchanges were notified of the board meeting in which the delisting proposal was considered, i.e.
the Stock Exchanges Notification Date (“Reference Date”).

12.8 Hence in terms of Regulation 8 of the Takeover Regulations, the floor price shall be the higher of the
following:

(a) The highest negotiated price per Equity Share of the Company for Not Applicable
any acquisition under the agreement attracting the obligation to
make a public announcement of an open offer
(b) The volume weighted average price paid or payable for Not Applicable
acquisitions, whether by the Acquirer or by any person acting in
concert with him, during the fifty-two weeks immediately
preceding the Reference Date
(c) the highest price paid or payable for any acquisition, whether by the Not Applicable
Acquirer or by any person acting in concert with him, during the
twenty six weeks immediately preceding the Reference Date

(d) the volume-weighted average market price of such Shares for a Rs. 428.50 per Equity
period of sixty trading days immediately preceding the Reference Share
Date, as traded on the stock exchange where the maximum volume
of trading in the shares of the target company are recorded during
such period, provided such shares are frequently traded

(e) where the shares are not frequently traded, the price determined by Not Applicable
the acquirer and the manager to the open offer taking into account
valuation parameters including, book value, comparable trading
multiples, and such other parameters as are customary for valuation
of shares of such companies

(f) the per share value computed under Regulation 8(5) of the Takeover Not Applicable
Regulations, if applicable
Source: Certificate dated November 12, 2018 issued by K.J. Sheth & Associates, Chartered Accountants

Based on the above, the Floor Price has been set at Rs. 428.50 (Rupees Four Hundred Twenty Eight
and Fifty Paise) per Equity Share.

12.9 The Company had on November 12, 2018, received the Floor Price Letter from the Acquirer,
providing the details of the aforementioned Floor Price along with a certificate provided by K.J. Sheth
& Associates, Chartered Accountants, certifying the floor price for the Delisting Offer to be Rs. 428.50
(Rupees Four Hundred Twenty Eight and Fifty Paise) computed in accordance with the Delisting

18
 Regulations. The Floor Price was notified to the Stock Exchanges as part of the outcome of the
meeting of the Board of Directors held on November 14, 2018.

13. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE

13.1 The Acquirer proposes to acquire the Offer Shares pursuant to a reverse book-building process through
an acquisition window facility, i.e. separate acquisition window in the form of a web based bidding
platform provided by the BSE, in accordance with the Acquisition Window Facility or OTB, conducted
in accordance with the terms of the Delisting Regulations.

13.2 All Public Shareholders can tender their Offer Shares during the Bid Period as set out in Sections 16
and 21 of the Letter of Offer.

13.3 The Discovered Price shall be determined in accordance with the Delisting Regulations and shall not be
lower than the Floor Price.

13.4 The Acquirer may at its sole discretion acquire the Offer Shares subject to the conditions mentioned in
Section 14 of this Letter of Offer at the Exit Price.

13.5 The Acquirer shall announce the Discovered Price and its decision to accept or reject the Discovered
Price, and if accepted, also announce the Exit Price as applicable, in the same newspapers in which the
Public Announcement is published, in accordance with the timetable set out in Section 21 of this Letter
ofOffer.

13.6 Once the Acquirer announces the Exit Price, the Acquirer will acquire, subject to the terms and
conditions set out in the Public Announcement and the Letter of Offer of the Delisting Offer, all the
Offer Shares validly tendered at a price not exceeding the Exit Price, for a cash consideration equal to
the Exit Price for each such Offer Share validly tendered. The Acquirer will not accept Offer Shares
offered at a price that exceeds the Exit Price.

13.7 If the Acquirer does not accept the Discovered Price in terms of Regulation 16 of the Delisting
Regulations or the Delisting Offer fails in terms of Regulation 17 of the Delisting Regulation:

a. the Acquirer will have no obligation to acquire the Offer Shares tendered in the Delisting
Offer;

b. the Acquirer, through the Manager to the Offer, will within 5 working days of closure of
the Bid Period announce such rejection of the Discovered Price or failure of the Delisting
Offer, through an announcement in all newspapers where the Public Announcement has
been published;

c. No final application for delisting shall be made before the BSE and the NSE;

d. If the Acquirer does not accept the Discovered Price, and subject to circulars or notifications
issued by SEBI with respect to the process under Regulation 16(1A) of the Delisting Regulations,
then the Acquirer may, at its sole discretion, make a counter offer to the Public Shareholders
within 2 (two) working days of the determination of the Discovered Price, in the manner
specified by the SEBI;

e. The lien on the Equity Shares tendered in the Delisting Offer will be released and such
Equity Shares shall be returned to the respective Public Shareholders from their relevant
Seller Member demat account within 10 (ten) working days from the closure of the Bid
Period in accordance with Regulation 19(2)(a) of the Delisting Regulations; and

f. The Public Shareholders of the Company who have not tendered their Offer Shares in the
Delisting Offer shall be entitled to tender their Offer Shares in the Open Offer in terms of
Regulation 5A(6) of the Takeover Regulations.

14. MINIMUM ACCEPTANCE AND SUCCESS CONDITIONS TO THE DELISTING OFFER

The acquisition of Equity Shares by the Acquirer pursuant to the Delisting Offer and the successful
delisting of the Company pursuant to the Delisting Offer are conditional upon:
19
14.1 The Acquirer deciding in its sole and absolute discretion to accept the Discovered Price or offer an
Exit Price higher than the Discovered Price. It may be noted that notwithstanding anything contained in
the Public Announcement or the Letter of Offer, the Acquirer reserves the right to accept or reject the
Discovered Price if it is higher than the Floor Price;

14.2 A minimum number of 1,27,92,634 Offer Shares being tendered at or below the Exit Price, prior to the
closure of bidding period i.e. on the Bid Closing Date so as to cause the cumulative number of Equity
Shares held by the Acquirer and PAC (as on date of the Letter of Offer taken together with the Equity
Shares acquired through the Acquisition Window Facility or OTB) to be equal to or in excess of
7,67,55,801 Equity Shares constituting 90% of the Share Capital;

14.3 A minimum of 25% of number of Public Shareholders holding Equity Shares in dematerialized mode
as on November 14, 2018), shall participate in the reverse book building process, in accordance with
Regulation 17(b) of the Delisting Regulations, provided that if the Acquirer along with Manager to the
Offer demonstrates to the Stock Exchanges that they have delivered the Letter of Offer of this
Delisting Offer to all the Public Shareholders either through registered post or speed post or courier or
hand delivery with proof of delivery or through email as a text or as an attachment to email or as a
notification providing electronic link or uniform resource locator including a read receipt (referred to
as the “Letter of Offer Delivery Requirement”), then the mandatory participation of aforementioned
number of Public Shareholders is not applicable;

14.4 As per Explanation I to Regulation 17(1)(b), SEBI has clarified that the Letter of Offer Delivery
Requirement provided in proviso to Regulation 17(b) of the Delisting Regulations is deemed to have
been complied with if the Acquirer or the Manager to the Offer dispatches the Letter of Offer to all the
Public Shareholders of the company by registered post or speed post through the India Post and is able
to provide a detailed account regarding the status of delivery of the letters of offer (whether delivered
or not) sent through India Post;

14.5 The Acquirer will obtain requisite statutory approvals, if any, required for the delisting as stated in
Section 22 of this Letter of Offer; and

14.6 There being no amendments to the Delisting Regulations or other applicable laws or regulations or
conditions imposed by any regulatory/statutory authority/body or order from a court or competent
authority which would in the sole opinion of the Acquirer, prejudice the Acquirer from proceeding
with the Delisting Offer. Provided that, withdrawal of the Delisting Offer on this count shall be subject
to the receipt of regulatory approvals, if any, as may be required for the same.

15. ACQUISITION WINDOW FACILITY

15.1 Pursuant to the Delisting Regulations, the Acquirer is required to facilitate tendering of the Equity
Shares by the Public Shareholders of the Company and the settlement of the same, through the stock
exchange mechanism provided by SEBI. SEBI vide the SEBI Circulars sets out the procedure for
tendering and settlement of Equity Shares through the Stock Exchange (the “Stock Exchange
Mechanism”).

15.2 Further, the SEBI Circulars provide that the BSE shall take necessary steps and put in place the
necessary infrastructure and systems for implementation of the Stock Exchange Mechanism and to
ensure compliance with requirements of the SEBI Circulars. Pursuant to the SEBI Circulars, the BSE
has issued the “Operational Guidelines for Offer to Buy Window” detailing the mechanism for
acquisition of shares through the stock exchange.

15.3 The Acquirer has chosen Acquisition Window Facility or OTB provided by the BSE as the Designated
Stock Exchange.

15.4 The cumulative quantity tendered shall be displayed on website of the BSE at specific intervals during
Bid Period.

16. DATES OF OPENING AND CLOSING OF BID PERIOD

16.1 All the Public Shareholders holding Equity Shares are eligible to participate in the reverse book
building process by tendering, the whole or part of the Equity Shares held by them through the
Acquisition Window Facility or OTB at or above the Floor Price. The Bid Period shall commence on
20
 opening of trading hours on the Bid Opening Date, i.e. January 15, 2019 and close on the end of
trading hours on the Bid Closing Date, i.e. January 21, 2019. Any change to the Bid Period will be
notified by way of a corrigendum in the newspapers where the Public Announcement is published.

16.2 The Public Shareholders should note that the Bids are required to be uploaded in the Acquisition
Window Facility or OTB on or before the Bid Closing Date for being eligible for participation in the
Delisting Offer. Bids not uploaded in the Acquisition Window Facility or OTB will not be considered
for delisting purposes and will berejected.

16.3 The Public Shareholders should submit their Bids through stock brokers registered with stock
exchanges only. Thus, Public Shareholders should not send bids to Company/Acquirer/Manager to the
Offer/Registrar to theOffer.

16.4 Bids received after close of trading hours on the Bid Closing Date may not be considered for the
purpose of determining the Discovered Price payable for the Equity Shares by the Acquirer pursuant to
the reverse book buildingprocess.

16.5 This Letter of Offer inviting the Public Shareholders (along with necessary forms and detailed
instructions) to tender their Equity Shares by way of submission of “Bids” will be dispatched as
indicated in Section 21 of the Letter of Offer.

17. PROCEDURE FOR TENDERING AND SETTLEMENT

17.1 This Letter of Offer (along with necessary forms and instructions) is dispatched to the Public
Shareholders by the Acquirer and the PAC whose names appear on the register of members of the
Company and to the owner of the Equity Shares whose names appear as beneficiaries on the records of
the respective depositories at the close of business hours on the Specified Date.

17.2 For further details on the schedule of activities, please refer to Section 21 of this Letter of Offer.

17.3 In the event of an accidental omission to dispatch the Letter of Offer or non-receipt of the Letter of
Offer by any Public Shareholder, such Public Shareholders may obtain a copy of the Letter of Offer by
writing to the Registrar to the Offer at their address given in Section 9 of this Letter of Offer, clearly
marking the envelope “LINDE INDIA LIMITED DELISTING OFFER”. Alternatively, the Public
Shareholders may obtain copies of the Letter of Offer from the website of the BSE, www.bseindia.com,
or, from the website of the NSE, www.nseindia.com, from the website of the Registrar to the Offer, at
www.linkintime.com respectively.

17.4 The Delisting Offer is open to all Public Shareholders of the Company holding Equity Shares either in
physical and/or dematerialized form.

17.5 During the Bid Period, Bids will be placed through the Acquisition Window Facility by the Public
Shareholders through their respective Seller Member during normal trading hours of the secondary
market. The Seller Members can enter orders for Equity Shares in dematerialized form as well as
physical shares.

17.6 Procedure to be followed by Public Shareholders holding Offer Shares in dematerialized form

a. Public Shareholders who desire to tender their Offer Shares in the electronic form under the
Delisting Offer would have to do so through their respective Seller Member by indicating
the details of the Offer Shares they intend to tender under the Delisting Offer. The Public
Shareholders should not send Bids to the Company, Acquirer, PAC, Manager to the Offer,
or the Registrar to the Offer.

b. After the Bids have been placed by the Public Shareholders, the Bids will be transferred to
the respective Seller Member’s pool account, who will in-turn tender the Offer Shares to
the early pay-in mechanism of the Clearing Corporation.

c. The details of settlement number shall be informed in the issue opening circular/notice that
will be issued by BSE/Clearing Corporation before the Bid Opening Date.

d. For custodian participant orders for Equity Shares in dematerialized form, early pay-in is

21
 mandatory prior to confirmation of the relevant order by the custodian. The custodian shall
either confirm or reject the orders not later than the closing of trading hours on the last day
of the Bid Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all
confirmed custodian participant orders, any modification to an order shall be deemed to
revoke the custodian confirmation relating to such order and the revised order shall be sent
to the custodian again for confirmation.

e. Upon placing the Bid, a Seller Member shall provide a TRS generated by the exchange
bidding system to the Public Shareholder. The TRS will contain the details of the order
submitted such as Bid ID No., DP ID, Client ID, No. of Equity Shares tendered and price at
which the Bid was placed.

f. Please note that submission of Bid Form and TRS is not mandatorily required in case of
Offer Shares held in dematerialized form.

g. The Clearing Corporation will hold in trust the Offer Shares until the Acquirer and the PAC
complete their obligations under the Delisting Offer in accordance with the Delisting
Regulations.

h. In case of non-receipt of the Letter of Offer/Bid Form, Public Shareholders holding equity
shares in dematerialized form can make an application in writing on plain paper, signed by
the respective Public Shareholder, stating name and address, client ID number, DP name /
ID, beneficiary account number and number of equity shares tendered for the delisting
offer. Public Shareholders will be required to approach their respective Seller Member and
have to ensure that their bid is entered by their Seller Member in the electronic platform to
be made available by the BSE before the Bid Closing Date.

17.7 Procedure to be followed by Public Shareholders holding Offer Shares in physical form

a. Public Shareholders who hold Offer Shares in physical form and intend to participate in the
Delisting Offer will be required to do so through Seller Member or the Buyer Broker. The
Buyer Broker shall charge a brokerage fee of 1% (exclusive of all statutory charges as
applicable) to Public Shareholders who hold Offer Shares in physical form and tender
shares in Delisting Offer, upon successful execution of the transaction. Public Shareholders
holding Offer Shares in physical form and intending to participate in the Delisting Offer
should approach their Seller Member or the Buyer Broker along with the following
complete set of documents to allow for verification procedures to be carried out:

i. Original share certificate(s);

ii. Valid share transfer form(s) duly filled and signed by the transferors (i.e. by all
registered shareholders in the same order and as per the specimen signatures
registered with the Company and Registrar to the Offer) and duly witnessed at the
appropriate place authorizing the transfer. Attestation, where required, (thumb
impressions, signature difference, etc.) should be done by a magistrate/notary
public/bank manager under their official seal;

iii. Self-attested PAN card copy (in case of joint holders, PAN card copy of all
transferors);

iv. Bid form duly signed (by all Public Shareholders in cases where Offer Shares are
held in joint names) in the same order in which they hold the Offer Shares;

v. Any other relevant documents such as power of attorney, corporate authorization

(including board resolution/ specimen signature), notarized copy of death
certificate and succession certificate or probated will, if the original shareholder
has deceased, etc., as applicable. In addition, if the address of the Public
Shareholder has undergone a change from the address registered in the register of
members of the Company, the Public Shareholder would be required to submit a
self-attested copy of proof of address consisting of any one of the following
documents: valid Aadhar Card, Voter Identity Card or Passport.
22
 vi. Declaration by joint holders consenting to tender Offer Shares in the Delisting
Offer, if applicable, and

b. Upon placing the Bid, the Seller Member shall provide a TRS generated by the exchange
bidding system to the Public Shareholder. The TRS will contain the details of the order
submitted such as Folio No., Certificate No., Distinctive No., No. of Offer Shares tendered
and the price at which the Bid was placed.

c. The Seller Member/Public Shareholder should ensure the documents as mentioned in this
Section 17.7 (a) are delivered along with TRS either by registered post or courier or by
hand delivery to the Registrar to the Offer at the address given in this Letter of Offer within
2 (two) days of bidding by the Seller Member. The envelope should be marked as “LINDE
INDIA LIMITED DELISTING OFFER”.

d. Public Shareholders holding Offer Shares in physical form should note that the Offer
Shares will not be accepted unless the complete set of documents is submitted. Acceptance
of the Offer Shares by the Acquirer and the PAC shall be subject to verification of
documents. The Registrar to the Offer will verify such Bids based on the documents
submitted on a daily basis and until such time as the BSE shall display such Bids as
‘unconfirmed physical bids’. Once, the Registrar to the Offer confirms the Bids it will be
treated as ‘Confirmed Bids’. Bids of Public Shareholders whose original share certificate(s)
and other documents (as mentioned in Section 17.7 (a) above) along with TRS are not
received by the Registrar to the Offer two days after the Bid Closing date shall liable to be
rejected.

e. In case of non-receipt of the Letter of Offer / Bid Form, Public Shareholders holding Equity
shares in physical form can make an application in writing on plain paper, signed by the
respective Public Shareholder, stating name and address, folio number, share certificate
number, distinctive number and number of Equity shares tendered for the delisting offer
thereof, enclosing the original share certificates and other documents (as mentioned in
Section 17.7(a) above). Public Shareholders will be required to approach their respective
Seller Member and have to ensure that their bid is entered by their Seller Member in the
electronic platform to be made available by the BSE before the Bid Closing Date.

f. The Registrar to the Offer will hold in trust the share certificate(s) and other documents (as
mentioned in Section 17.7 (a) above) until the Acquirer and the PAC complete their
obligations under the Delisting Offer in accordance with the Delisting Regulations.

17.8 Public Shareholders, who have tendered their Offer Shares by submitting Bids pursuant to the terms of
the Public Announcement and the Letter of Offer, may withdraw or revise their Bids upwards not later
than 1 (one) day before the Bid Closing Date. Downward revision of Bids shall not be permitted. Any
such request for revision or withdrawal of the Bids should be made by the Public Shareholder through
their respective Seller Member, through whom the original Bid was placed, not later than 1 (one) day
before the Bid Closing Date. Any such request for revision or withdrawal of Bids received after
normal trading hours of the secondary market 1 (one) day before the Bid Closing Date will not be
accepted. Any such request for withdrawal or upward revision should not be made to the Company,
Acquirer, PAC and Registrar to the Offer or Manager to the Offer.

17.9 The cumulative quantity tendered shall be made available on BSE’s website – www.bseindia.com
throughout the trading session and will be updated at specific intervals during the Bid Period.

17.10 The Offer Shares to be acquired under the Delisting Offer are to be acquired free from all liens,
charges, and encumbrances and together with all rights attached thereto. Offer Shares that are subject to
any lien, charge or encumbrances are liable to be rejected.

17.11 Public Shareholders holding Offer Shares under multiple folios are eligible to participate in the
Delisting Offer.

18. METHOD OF SETTLEMENT

23
Upon finalization of the basis of acceptance as per the Delisting Regulations:

18.1 The settlement of trades shall be carried out in the manner similar to settlement of trades in the
secondary market.

18.2 The Acquirer shall pay the consideration payable towards purchase of the Offer Shares to the Buyer
Broker who in turn will transfer the funds to the Clearing Corporation, on or before the pay-in date for
settlement as per the secondary market mechanism. For the Offer Shares acquired in dematerialized
form, the Public Shareholders will receive the consideration in their bank account attached to the
depository account from the Clearing Corporation. If bank account details of any Public Shareholder
are not available or if the fund transfer instruction is rejected by the RBI or relevant bank, due to any
reasons, then the amount payable to the relevant Public Shareholder will be transferred to the
concerned Seller Members for onward transfer to such Public Shareholder. In case of physical shares,
the Clearing Corporation will release the funds to the Seller Member as per the secondary market
mechanism for onward transfer to Public Shareholders.

18.3 In case of certain client types viz. non-resident Indians, non-resident clients etc. (where there are
specific RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to settle
through custodians, the funds pay-out will be given to their respective Seller Member’s settlement
accounts for releasing the same to their respective Public Shareholder’s account onward. For this
purpose, the client type details will be collected from the depositories where as funds payout pertaining
to the bids settled through custodians will be transferred to the settlement bank account of the
custodian, each in accordance with the applicable mechanism prescribed by the Designated Stock
Exchange and the Clearing Corporation from time to time.

18.4 The Offer Shares acquired in dematerialized form would either be transferred directly to the account of
the Acquirer provided it is indicated by the Buyer Broker or it will be transferred by the Buyer Broker
to the account of the Acquirer on receipt of the Offer Shares pursuant to the clearing and settlement
mechanism of the Designated Stock Exchange. Offer Shares acquired in physical form will be
transferred directly to the Acquirer by the Registrar to the Offer.

18.5 In case of rejected dematerialized Offer Shares, if any, tendered by the Public Shareholders, the same
would be transferred by the Clearing Corporation directly to the respective Public Shareholder’s DP
account, as part of the exchange payout process If the securities transfer instruction is rejected in the
depository system, due to any issue then such securities will be transferred to the Seller Member’s
depository pool account for onward transfer to the Public Shareholder. The Seller Member/custodian
participants would return these unaccepted Offer Shares to their respective clients (i.e. the relevant
Public Shareholder(s)) on whose behalf the Bids have been placed. Offer Shares tendered in physical
form will be returned to the respective Public Shareholders directly by Registrar to the Offer.

18.6 The Seller Member would issue a contract note and pay the consideration to the respective Public
Shareholder whose Offer Shares are accepted under the Delisting Offer. The Buyer Broker would also
issue a contract note to the Acquirer for the Offer Shares accepted under the Delisting Offer.

18.7 Public Shareholders who intend to participate in the Delisting Offer should consult their respective
Seller Member for payment of any cost, charges and expenses (including brokerage) that may be
levied by the Seller Member upon the Public Shareholders for tendering their Offer Shares in the
Delisting Offer (secondary market transaction).

19. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID

19.1 The Public Shareholders may submit their Bids to the Seller Member during the Bid Period.
Additionally, once the Equity Shares have been delisted from the Stock Exchange, the Residual Public
Shareholders may offer their Offer Shares for sale to the Acquirer at the Exit Price prior to the expiry
of the Exit Window. A separate offer letter in this regard will be sent to these Residual Public
Shareholders. Such Residual Public Shareholders may tender their Offer Shares by submitting the
required documents to the Registrar to the Offer during the Exit Window.

20. DETAILS OF THE ESCROW ACCOUNT

20.1 The estimated consideration to be deposited by the Acquirer in an escrow account under the Delisting
Regulations, being the Floor Price of Rs. 428.50 (Rupees four hundred twenty eight and fifty paise) per
Equity Share multiplied by the number of Offer Shares, i.e., 2,13,21,056 (two crore, thirteen lakh, twenty
24
 one thousand and fifty six) Offer Shares, is Rs. 913,60,72,496 (Rupees nine hundred and thirteen crore,
sixty lakh, seventy two thousand, four hundred and ninety six) (“Escrow Amount”).

20.2 In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, the Acquirer, the Escrow
Bank, a scheduled commercial bank and a banker to an issue registered with SEBI and the Manager to
the Offer have entered into an escrow agreement dated December 19, 2018 pursuant to which the
Acquirer has opened the Escrow Account and have deposited a bank guarantee from Sumitomo Mitsui
Banking Corporation (SMBC) in favour of the Merchant Banker of a value of Rs. 913,60,72,496
representing 100% of the Escrow Amount. The Merchant Banker will be allowed to release the bank
guarantee in accordance with the provisions of the Delisting Regulations.

20.3 The Acquirer has also opened the Special Account with the Escrow Bank which shall be used for
payment to the Public Shareholders who have validly tendered Offer Shares in the Delisting Offer. On
determination of the Exit Price and making of the Public Announcement under Regulation 18 of the
Delisting Regulations, the Acquirer shall deposit in the Special Account, an amount equal to the amount
payable to the Public Shareholders whose shares have been tendered and accepted in the Delisting Offer at
the Exit Price, to ensure compliance with Regulation 11(2) of the Delisting Regulations.

20.4 Pursuant to the successful closure of the Delisting Offer, the additional amounts lying in the Escrow
Account or the Special Account shall be released to the Acquirer. Further, the Acquirer shall deposit in the
Escrow Account, another bank guarantee in favour of the Merchant Banker, in lieu of payments to be made
to the remaining Public Shareholders who may tender their shares during the Exit Window. During the Exit
Window, the Escrow Bank will continue to use the Special Account, on the instructions of the Manager
to the Offer, to make payments to the Public Shareholders who tender Offer Shares during the Exit
Window. The Acquirer shall deposit funds in the Special Account, as required, for such purpose.

21. SCHEDULE OF ACTIVITIES

Activity Date Day

Date of publication of the Public Announcement
January 10, 2019 Thursday
Specified Date# for determining the names of shareholders to whom the January 4, 2019 Friday
Offer Letters shall be sent
Last date for dispatch of Offer Letters / Bid Forms to Public January 14, 2019 Monday
Shareholders as of Specified Date
Bid Opening Date (bid starts at market hours)
January 15, 2019 Tuesday
Last Date for upward revision or withdrawal of bids January 18, 2019 Friday
Bid Closing Date (bid closes at market hours) January 21, 2019 Monday
Proposed date for announcement of Discovered Price and the Acquirer’s January 28, 2019 Monday
Acceptance / Non-acceptance of Discovered Price@
Last date for payment of consideration to Shareholders or return of February 4, 2019 Monday
Equity Shares to shareholders.

# The Specified Date is only for the purpose of determining the name of the Public Shareholders as on such
date to whom the Letter of Offer will be sent. However, all owners of the Equity Shares of the Company are
eligible to participate in the Delisting Offer any time before and on the Bid Closing Date.

@ This is an indicative date and the announcement may be made on or before January 28, 2019, being the
fifth working day from the date of the Bid Closing Date.

Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of corrigendum to
the Public Announcement and this Letter of Offer in all the newspapers in which the Public Announcement
has appeared.

25
 22. STATUTORY APPROVALS

22.1 The Public Shareholders of the Company have accorded their consent by way of special resolution
passed through postal ballot on December 24, 2018, based on the results of postal ballot submitted to
the Stock Exchanges on December 26, 2018 in respect of delisting of Equity Shares from the Stock
Exchanges, in accordance with the Delisting Regulations.

22.2 The BSE and the NSE have given their in-principle approval for delisting of the Equity Shares on
January 8, 2019 and January 9, 2019, respectively.

22.3 If the shareholders who are not persons resident in India (including NRIs, OCBs and FIIs) had required
any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares
held by them, they will be required to submit such previous approvals, that they would have obtained
for holding the Equity Shares, to tender the Equity Shares held by them in this Delisting Offer, along
with the other documents required to be tendered to accept this Offer. In the event such approvals are
not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in the Offer.
Further, by agreeing to participate in the Delisting Offer the non-resident and NRI shareholders are
deemed to have given the Company/Acquirer, as the case may be, the authority to make, sign, execute,
deliver, acknowledge and perform all applications to file regulatory reporting, if required, including
FC-TRS form, if necessary and undertake to provide assistance to the Company/Acquirer for such
regulatory reporting, if required by the Company/Acquirer.

22.4 To the best of the Acquirer’s knowledge, as of the date of the Letter of Offer, there are no other
statutory or regulatory approvals required to acquire the Offer Shares and implement the Delisting
Offer, other than as indicated above. If any statutory or regulatory approvals become applicable, the
acquisition of Offer Shares by the Acquirer and the Delisting Offer will be subject to receipt of such
statutory or regulatory approvals.

22.5 It shall be the responsibility of the Public Shareholders tendering Offer Shares in the Delisting Offer to
obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to
tendering the Offer Shares held by them in the Delisting Offer, and the Acquirer shall take no
responsibility for the same. The Public Shareholders should attach a copy of any such approval to the
Bid Form, wherever applicable.

22.6 The Acquirer and the PAC reserve the right not to proceed with or withdraw the Delisting Offer in the
event the conditions mentioned in Section 14 of this Letter of Offer are not fulfilled or if the approvals
indicated above are not obtained or conditions which the Acquirer considers in its sole discretion to be
onerous, are imposed in respect of such approvals.

22.7 In the event that receipt of the statutory or regulatory approvals are delayed, changes to the proposed
timetable, if any, will be notified to the equity shareholders of the Company by way of a corrigendum
to the Public Announcement in the same newspapers in which the Public Announcement is made.

23. NOTES ON TAXATION AND TAX DEDUCTED AT SOURCE

23.1 Notes on Taxation

a. Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares
in an Indian company are generally taxable in India. Capital gain arising from sale of listed equity
shares in a company made on a recognized stock exchange on or after October 1, 2004 and on
which securities transaction tax (STT) was paid at the time of sale, was earlier exempt from tax
provided that the shares were held for more than 12 months. The Finance Act 2017 had amended
the Income-tax Act, 1961 to provide that the said exemption was available only if STT is paid
both at the time of purchase and sale of such shares, or such acquisition has been notified by the
central government.

b. The Finance Act, 2018 has withdrawn the above capital gains tax exemption with effect from
April 1, 2018. For any transfer of listed equity shares in a company, held for more than 12
months, on a recognized stock exchange occurring on or after April 1, 2018, the capital gains
exceeding ₹ 100,000 are now taxable at a rate of 10%, subject to satisfaction of certain
conditions. Further if investments were made on or before 31 January 2018, a method of
determining the cost of acquisition of such investments has been specifically laid down.

26
 c. STT will be levied on and collected by a domestic stock exchange on which the equity shares
are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12
months or less which are sold, will be subject to short term capital gains tax @ 15% provided
the transaction is chargeable to STT.

d. SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR TAX

TREATMENT ARISING OUT OF THE DELISTING OFFER AND APPROPRIATE
COURSE OF ACTION THAT THEY SHOULD TAKE. THE ACQUIRER/PROMOTERAND
THE PAC DO NOT ACCEPT OR HOLD ANY RESPONSIBILITY FOR ANY TAX
LIABILITY ARISING TO ANY SHAREHOLDER AS A REASON OF THIS DELISTING
OFFER

e. The above tax rates are subject to applicable rate of surcharge, health and education cess. The tax
rate and other provisions may undergo changes.

23.2 Tax Deduction at Source

a. In case of resident shareholders: In absence of any specific provision under the Income-tax
Act, 1961, the Acquirer/Promoter shall not deduct tax on the consideration payable to
resident shareholders pursuant to the Delisting Offer.
b. In case of non-resident shareholders: Under the existing Indian tax laws, any gains paid to
a non- resident is subject to deduction of tax at source, unless capital gains are realized by
the FPIs or such gains which are exempt from tax. Since the delisting is through the stock
exchange mechanism, the Acquirer/Promoter will not be able to withhold any taxes, and thus,
the Acquirer/Promoter believes that the responsibility of withholding / discharge of the taxes
due on such gains (if any) is solely on the custodians / authorized dealers / non-resident
shareholders – with no recourse to the Acquirer/Promoter or the PAC.
c. It is therefore important that the non-resident shareholders consult their custodians /
authorized dealers/ tax advisors appropriately and immediately pay taxes in India (either
through deduction at source or otherwise). In the event the Acquirer/Promoter or the PAC is
held liable for the tax liability of the shareholder, the same shall be to the account of the
shareholder and to that extent the Acquirer/Promoter or the PAC is entitled to be
indemnified.

24. CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY

24.1 The Board of Directors hereby certify that -

a. there are no material deviations in utilization of the proceeds of the issues (as compared to
the stated objects in such issues) of securities made by the Company during the five years
immediately preceding the date of the Public Announcement from the stated objects of the
issue;
b. all material information which is required to be disclosed under the provisions of the
continuous listing requirements under the provisions of the Listing Regulations, as
applicable from time to time, have been disclosed to the Stock Exchanges, as applicable;
c. the Company is in compliance with the applicable provisions of securities laws;
d. the Acquirer or Promoter or promoter group or their related entities have not carried out
any transaction during the aforesaid period to facilitate the success of the Delisting Offer
which is not in compliance with the provisions of sub-regulation (5) of regulation 4;
e. the Delisting Offer is in the interest of the shareholders.

25. COMPLIANCE OFFICER OF THE COMPANY

25.1 The details of Compliance Officer of the Company are as follow:

Name : Mr. Pawan Marda
Designation: Asst. Vice President and Company Secretary
Address : Oxygen House, P 43 Taratala Road, Kolkata 700088, India Oxygen House, P 43
Taratala Road, Kolkata 700088, India
Email : Pawan.Marda@linde.com
Tel : +91 33 6602 1600
Fax : +91 33 2401 4206

27
25.2 In case the Public Shareholders have any queries concerning the non-receipt of credit or payment for
Offer Shares or on delisting processes and procedure, they may address the same to Registrar to the
Offer or Manager to the Offer.

26. DISCLAIMER CLAUSE OF BSE

26.1 It is to be distinctly understood that the permission given by BSE to use their network and software of
the online OTB platform should not in any way be deemed or construed that the compliance with
various statutory and other requirements by the Company, Manager to the Offer, etc., are cleared or
approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or
completeness of any of the compliance with the statutory and other requirements nor does BSE have
any financial responsibility or liability nor does BSE take responsibility in any way for the financial or
other soundness of the Company, its promoters or its management.

26.2 It is also to be distinctly understood that the approval given by BSE should not in any way be deemed
or construed to mean that the Letter of Offer has been cleared or approved by BSE, nor does BSE in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of the
announcements, nor does BSE warrant that the securities will be delisted.

26.3 Every person who desires to avail of the exit opportunity may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against BSE or against the Investor Protection
Fund set up by BSE whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such offer and tender of securities through book-building process
whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

27. GENERAL DISCLAIMER

27.1 Every person who desires to avail of the Delisting Offer may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the Acquirer (including its directors),
the Manager to the Offer or the Company (including its directors) whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such offer and tender of
securities through the reverse book-building process through Acquisition Window Facility or OTB or
otherwise whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.

28. REGISTRAR TO THE OFFER

Link Intime India Private Limited

C-101, 1st Floor, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai 400 083
Telephone: +91 22 4918 6200
Fax: +91 22 4918 6195
Email: lindeindia.offer@linkintime.co.in
Contact Person: Mr. Sumeet Deshpande
SEBI Registration Number: INR000004058

29. MANAGER TO THE OFFER

ICICI Securities Limited

ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai – 400020, Maharashtra, India
Tel: +91 22 2288 2460, Fax: +91 22 2282 6580
Email ID: linde.delisting@icicisecurities.com
Contact Person: Mr. Rishi Tiwari / Mr. Anurag Byas
SEBI Regn. No. INM000011179

28
On behalf of The BOC Group Limited On behalf of Linde Holdings Netherlands B.V.
Address: Address:

Name: Ben Patterson

Designation: Director Name: Arnold Coppin
Designation: Director

Name: Christopher Cossins

Designation: Director
Name:Joerg Meier
Designation: Director
Name: Sue Kelly
Designation: Company Secretary

29
This page is intentionally left blank.

30
This page is intentionally left blank.

31
This page is intentionally left blank.

32
 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Please read this document along with the public announcement published on January 10 , 2019
(“Public Announcement”) and the letter of offer dated January 09, 2019 (“Letter of Offer”) issued
by The BOC Group Limited (“Acquirer” or “Promoter”) along with Linde Holdings Netherlands B.V.,
acting as the person acting in concert with the Acquirer (“PAC”). You are requested to read the
“Operational Guidelines for Offer to Buy (OTB) Window” issued by BSE Limited in relation to
stock exchange trade mechanism introduced by SEBI pursuant to its circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, and circular CFD/DCR2/CIR/P/2016/131
dated December 09, 2016 issued by SEBI (“SEBI Circulars”). The terms and conditions of the
Public Announcement and the Letter of Offer are deemed to have been incorporated in and form
part of this document. If there is any conflict between the provisions of this Bid Form and the
Public Announcement / Letter of Offer, the provisions of the Public Announcement / Letter of Offer
shall prevail. Unless the context otherwise requires, capitalized expressions in this Bid Form have
the same meanings as defined in the Letter of Offer.

Note: The Public Shareholders should note that this form should not be sent to the Manager to the
Offer or the Registrar to the Offer or to the Acquirer or to the Company or the BSE or the NSE.
The Public Shareholders should further note that they should have a trading account with their
Seller Member as the Bids can be entered in reverse book building window of the BSE, only
through their respective Seller Member. The Seller Member would issue contract note and pay the
consideration to the respective Public Shareholder whose Equity Shares are accepted under the
Delisting Offer. Please note that submission of Bid Form and TRS is not mandatorily required in
case of Equity Shares held in dematerialized form.

BID FORM

In respect of equity shares of face value of Rs. 10 each of LINDE INDIA LIMITED
(“Equity Shares”)

Pursuant to the Delisting Offer by the Acquirer along with the PAC

Bid Opening Date
Last Date for Revision
(upwards) or Withdrawal
Bid Closing Date
Floor Price (per share)
Discovered Price
Exit Price
*The dates are subject to, among other things, the Acquirer obtaining the necessary approvals, if any,
prior to the Bid Opening Date.
DELISTING
Tuesday January 15, 2019
OFFER* Normal trading hours of
secondary market
Friday January 18, 2019 Normal trading hours of
secondary market
Monday January 21, 2019 Normal trading hours of
secondary market
Rs. 428.50 (Rupees Four Hundred, Twenty Eight and Fifty Paise)
The price at which the shareholding of the Promoter and promoter
group reaches 90% of the total Equity Shares outstanding pursuant to
reverse book building process conducted in the manner specified in
Schedule II of Delisting Regulations which shall not be lower than the
Floor Price
The Discovered Price that is accepted by the Acquirer for the Delisting
Offer or a higher price that is offered by the Acquirer for the Delisting
Offer at its discretion or determined in accordance with Section 1.15 of
the Letter of Offer.

1
This page is intentionally left blank.

2
 BID CUM ACCEPTANCE FORM / BID FORM

In respect of the Equity Shares

Pursuant to the Delisting Offer by the Acquirer along with the PAC

(To be filled in by the Seller Member(s))

Name of Seller Member

Address of Seller Member
Unique Client Code (UCC)
Application Number Date

Dear Sir(s),

Sub: Delisting Offer to acquire the Offer Shares by the Acquirer in accordance with the Delisting
Regulations:

1. I/We, having read and understood the terms and conditions set out below, in the Public
Announcement and in the Letter of Offer, hereby tender my/ our Equity Shares in response to the
Delisting Offer.
2. I/We understand that the Seller Member to whom this Bid Form is sent, is authorized to tender the
Equity Shares on my/our behalf and the Equity Shares tendered under the Delisting Offer, shall be
held in trust by the Registrar to the Offer/ Clearing Corporation until the time of the dispatch of
payment of consideration calculated at the Exit Price and/or the unaccepted Equity Shares are
returned.
3. I/We hereby undertake the responsibility for the Bid Form and the Equity Shares tendered under
the Delisting Offer and I/we hereby confirm that the Acquirer, PAC, Company, Managers to the
Offer and the Registrar to the Offer shall not be liable for any delay/loss in transit resulting in
delayed receipt or non-receipt of the Bid Form along with all requisite documents, by the Seller
Member, due to inaccurate/incomplete particulars/ instructions or any reason whatsoever.
4. I/We understand that this Bid is in accordance with the Delisting Regulations and all other
applicable laws, by way of reverse book building process and that the Acquirer is not bound to
accept the Discovered Price.
5. I/We also understand that the payment of consideration will be done by the Acquirer after due
verification of Bids, documents and signatures and payment of consideration would be made as
per the Stock Exchange Mechanism.
6. I/We hereby confirm that I/we have never sold or parted/dealt with in any manner with the Equity
Shares tendered under the Delisting Offer and that the Equity Shares are free from any lien,
equitable interest, charges & encumbrances, whatsoever.
7. I/We hereby declare that there are no restraints/injunctions, or other orders of any nature which
limits/restricts my/our rights to tender these Equity Shares and I/we are the absolute and only
owner of these Equity Shares and are legally entitled to tender the Equity Shares under the
Delisting Offer.
8. I/We hereby confirm that to participate in the Delisting offer, I/we will be solely responsible for
payment to my/ our Seller Member for any cost, charges and expenses (including brokerage) that
may be levied by the Seller Member on me/ us for tendering the Equity Shares in the Delisting
Offer. The Acquirer, PAC, Company, Stock Broker, Registrar to the Offer or Managers to the
Offer have no responsibility to bear or pay any such additional cost, charges and expenses
(including brokerage).
9. I/We authorize the Acquirer, Manager to the Offer and the Registrar to the Offer to send the
payment of consideration by NECS/RTGS/ NEFT/Direct Credit through the Seller Member.
10. I/We undertake to immediately return the amount received by me/us inadvertently.
11. I/We agree that upon due acceptance by the Acquirer of the Equity Shares tendered by me/us
under the Delisting Offer, I/we would cease to enjoy all right, title, claim and interest whatsoever,
in respect of the Equity Shares.
12. I/We authorize the Acquirer to duly accept the Equity Shares so offered, which they may decide
3
 to accept in consultation with the Manager to the Offer and the Registrar to the Offer and in
terms of the Letter of Offer.
13. I/We further authorize the Registrar to Offer to return to me/us, the Equity Share certificate(s) in
respect of which the Bid is found invalid or is not accepted, specifying the reasons thereof and in
the case of dematerialized Equity Shares, to the extent not accepted will be released to my/ our
depository account at my/our sole risk.
14. I/We hereby undertake to execute any further documents, give assurance and provide assistance,
which may be required in connection of the Delisting Offer and agree to abide by the
decisions taken in accordance with the applicable laws, rules and regulations.
15. I/We acknowledge and confirm that all the particulars/statements given herein are true and correct.

Holder’s details. (Please use BLOCK CAPITALS) (Applicable to all Public Shareholders)
Complete this box with full name, Holder Name PAN No.
signature and address of the holder of First/Sole
the Equity Shares. In case of joint
holdings, full name of all the joint Second
holders must appear in the same order
as appearing in the share
Third
certificate(s)/demat account
Contact details Tel No:
Mobile No:
Email Id:
Address of the First/Sole holder (with
pin code)

Type of investor Individual(s) NRI (non-repatriable)

(Please tick (N) the box to the right of
Hindu Undivided Family NRI (repatriable)
the appropriate category)
Body Corporate FPI
Mutual Fund Insurance Company
Banks/ Financial Other (please
Institution specify)
Date and Place of Incorporation of the
holder (if applicable )
Details of Equity Shares held in physical form (Applicable if Equity Shares are held in PHYSICAL
FORM) Details of original share certificate(s) along with duly filled, signed transfer deed(s),
Sr. No.as enclosed
Folio No. Share Certificate(s) No. Distinctive Nos. No. of Equity
From To Shares
1.
2.
3.
(If the space provided is inadequate please attach a separate continuation Total
sheet)
Bank Account details (Applicable to all Physical Shareholders)
Please fill the following details of the sole shareholder’s bank account (or in the case of joint holders, the first-
named holder’s bank account) and any consideration payable will be paid by electronic transfer carrying the
details of the bank account as per the banking account details and as provided in this Bid Form
Particulars Details
Name of the Sole / First
Holder’s Bank
Branch Address (with pin)
City
Account No.
Savings/Current / Others
(Please Specify)

4
 IFSC Code / MICR/Swift
Code (for electronic
Note: The fund transfer in electronic mode would be done at your risk based on the data provided as
payment)
above by you.

5
 Depository Participant’s details (Applicable to Public Shareholders holding Equity Shares in
DEMATERIALISED FORM)
I/we confirm that I/we hold my/our Equity Shares in dematerialized form. The details of my/our depository account
and my/our depository participant are as follows:
Depository Participant’s Name:
Depository Participant’s Identification Number:
Client ID Number:
Number of Equity Shares
Details of Bid and Equity Shares tendered in pursuant to the Delisting Offer
You should insert the number of Equity Shares you wish to tender and the price per Equity Share at which you are
tendering the same (“Bid Price”) in the space provided below. If your Bid Price is less than the Floor Price i.e. Rs.
428.50 per Equity Share, you will be deemed to have tendered your Equity Shares at Rs. 428.50 per Equity Share.
I/We hereby tender to the Acquirer, the number of Equity Shares at the Bid Price as specified below:
Particular Figures in Numbers Figures in Words
s
Number of Equity Shares

Bid Price per Equity Shares (in Rs.)

Signature

Sole / First Holder Second Holder Third Holder

Note: In case of joint holdings, all holders must sign. In case of bodies corporate the Bid Form is
to be signed by the Authorized Signatory under the stamp of the body corporate and necessary
board resolution authorizing the submission of this Bid Form should be attached.

TEAR ALONG THIS

LINE

- - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - - -

Manager to the Offer Registrar to the Offer

ICICI Centre, H.T. Parekh Marg, Churchgate,
Mumbai – 400020, Maharashtra, India
Tel: +91 22 2288 2460, Fax: +91 22 2282 6580
Email ID: linde.delisting@icicisecurities.com
Contact Person: Mr. Rishi Tiwari / Mr. Anurag Byas
SEBI Registration. No. INM000011179
Link Intime India Private Limited
C-101, 1st Floor, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai 400 083
Telephone: +91 22 4918 6200 Fax: +91 22 4918 6195
Email: lindeindia.offer@linkintime.co.in
Contact Person: Mr. Sumeet Deshpande
SEBI Registration Number: INR000004058

6
 CHECKLIST

Physical Shareholders (Please tick (N)) Demat Shareholders (Please tick (N))
1. Bid Form 1. Bid Form
2. Original Share Certificate
3. Valid Share Transfer Deed along with 2. Other Documents, as
signatory proof applicable
4. Other documents, as applicable

Notes:

1. All documents/remittances sent by/to the Public Shareholders will be at their risk and the Public
Shareholders are advised to adequately safeguard their interests in this regard.
2. Please read these notes along with the entire content of the Public Announcement and the Letter of Offer.
3. In the case of Public Shareholder(s) other than individuals, any documents, such as a copy of a power of
attorney, board resolution, authorization, etc., as applicable and required in respect of
support/verification of this Bid Form shall also be provided; otherwise, the Bid shall be liable for
rejection.
4. Please refer to Section 17.7(a) of the Letter of Offer for details of documents.
5. The number of the Equity Shares tendered under the Delisting Offer should match with the number of
the Equity Shares specified in the share certificate(s) enclosed along with share transfer deed for
Public Shareholders holding Equity Shares in physical form or the Equity Shares held under the
respective client ID number for shareholders holding Equity Shares in dematerialized form. In case of
mismatch, the acceptance or partial acceptance of the Bid will be at the sole discretion of the
Registrar to the Offer / Manager to the Offer
6. In case, the Bid Price is less than the Floor Price of Rs. 428.50, it will be deemed that the Equity
Shares have been tendered at the Floor Price of Rs. 428.50.
7. The consideration shall be paid in the name of sole/first holder.
8. In case, the Bid Form is not complete in all respects, the same may be liable for rejection.
9. For Equity Share held in physical form, before submitting this Bid Form to the Seller Member, you
must execute valid share transfer deed(s) in respect of the Equity Shares intended to be tendered under
the Delisting Offer and attach thereto all the relevant original physical share certificate(s). The share
transfer deed(s) shall be signed by the respective Pubic Shareholder (or in case of joint holdings by all
the joint holders in the same order) in accordance with the specimen signature(s) recorded with the
Company/Registrar to the Offer and shall also be duly witnessed. A copy of any signature proof may
be attached to avoid any inconvenience.
10. In case, the sole/any joint holder has died, but the share certificate(s) are still in the name of the
deceased person(s), please enclose the requisite documents, i.e., copies of death
certificate/will/probate/succession certificate and other relevant papers, as applicable.
11. FOR UNREGISTERED SHAREHOLDERS: Unregistered shareholders should enclose, as
applicable, (a) this Bid Form, duly completed and signed in accordance with the instructions contained
therein, (b) original share certificate(s), (c) original broker contract note, (d) valid share transfer
form(s) as received from the market, duly stamped and executed as the transferee(s) along with blank
transfer form duly signed as transferor(s) and witnessed at the appropriate place. All other requirements
for valid transfer will be preconditions for acceptance.
12. By agreeing to participate in the Delisting Offer the NR and NRI shareholders give the
Company/Acquirer, as the case may be, the authority to make, sign, execute, deliver, acknowledge and
perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary
and undertake to provide assistance to the Company/Acquirer for such regulatory reporting, if
required by the Company/Acquirer.
13. FOR SUBMITTING THE BID FORM BY HAND DELIVERY: Please submit this Bid cum
Acceptance Form together with other necessary documents referred to above by hand delivery to the
Seller Member as registered with the BSE.

7
 TEAR ALONG THIS LINE

- - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - - - -
- - ACKNOWLEDGEMENT SLIP

Received from , a Bid Form for the Equity Shares at Bid Price of Rs. per Equity Share

Demat Shareholder Physical Shareholder

UNIQUE CLIENT CODE UNIQUE CLIENT CODE (UCC)
(UCC)
DP ID No. Folio number
Client ID No. Share certificate no(s).
Number of Equity Shares Number of Equity Shares
Note for Physical Shareholders: Received but not verified share certificate(s) and share transfer deeds

ACKNOWLEDGEMENT
Application No, if any
Date of Receipt
Signature of Official

8
 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Please read this document along with the public announcement published on January 10, 2019
(“Public Announcement”) and the letter of offer dated January 09, 2019 (“Letter of Offer”) issued
by The BOC Group Limited (“Acquirer” or “Promoter”) along with Linde Holdings Netherlands
B.V., acting as the person acting in concert with the Acquirer (“PAC”). You are requested to read
the “Operational Guidelines for Offer to Buy (OTB) Window” issued by BSE Limited in relation to
stock exchange trade mechanism introduced by SEBI pursuant to its circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, and circular CFD/DCR2/CIR/P/2016/131
dated December 09, 2016 issued by SEBI (“SEBI Circulars”). The terms and conditions of the
Public Announcement and the Letter of Offer are deemed to have been incorporated in and form
part of this document. If there is any conflict between the provisions of this Bid Form and the
Public Announcement / Letter of Offer, the provisions of the Public Announcement / Letter of
Offer shall prevail. Unless the context otherwise requires, capitalized expressions in this Bid Form
have the same meanings as defined in the Letter of Offer.

Note: The Public Shareholders should note that this form should not be sent to the Manager to the
Offer or the Registrar to the Offer or to the Acquirer or to the Company or the BSE or the NSE.
The Public Shareholders should further note that they should have a trading account with their
Seller Member as the Bids can be entered in reverse book building window of the BSE, only
through their respective Seller Member. The Seller Member would issue contract note and pay the
consideration to the respective Public Shareholder whose Equity Shares are accepted under the
Delisting Offer. Please note that submission of Bid Revision/Withdrawal Form and TRS is not
mandatorily required in case of Equity Shares held in dematerialized form.

BID REVISION / WITHDRAWAL FORM

In respect of equity shares of face value of Rs. 10 each of LINDE INDIA LIMITED
(“Equity Shares”)

Pursuant to the Delisting Offer by the Acquirer along with the PAC

Bid Opening Date
Last Date for Revision
(upwards) or Withdrawal
Bid Closing Date
Floor Price (per share)
DELISTING
Tuesday January 15, 2019
OFFER* Normal trading hours of
secondary market
Friday January 18, 2019 Normal trading hours of
secondary market
Monday January 21, 2019 Normal trading hours of
secondary market
Rs. 428.50 (Rupees Four Hundred, Twenty Eight and Fifty Paise)

Discovered Price
Exit Price
*The dates are subject to, among other things, the Acquirer obtaining the necessary approvals, if any,
prior to the Bid Opening Date
The price at which the shareholding of the Promoter and promoter group
reaches 90% of the total Equity Shares outstanding pursuant to reverse
book building process conducted in the manner specified in Schedule II of
Delisting Regulations which shall not be lower than the Floor Price
The Discovered Price that is accepted by the Acquirer for the Delisting
Offer or a higher price that is offered by the Acquirer for the Delisting
Offer at its discretion or determined in accordance with Section 1.15 of
the Letter of Offer.

9
This page is intentionally left blank.

10
 BID REVISION / WITHDRAWAL FORM

In respect of the Equity Shares

Pursuant to the Delisting Offer by the Acquirer along with the PAC

(To be filled in by the Seller Member(s))

Bid Centre Application Number Date

Dear Sir(s),

Sub: Delisting Offer to acquire the Offer Shares by the Acquirer in accordance with the Delisting
Regulations.

I/We hereby revoke any offer made in any Bid Form submitted prior to the date of this Bid
Revision/Withdrawal Form in respect of the Equity Shares of the Company. I/We hereby make a new
offer to tender the number of Equity Shares set out or deemed to be set out herein and on and subject to the
terms and conditions, as applicable.

Holder’s details. (Please use BLOCK CAPITALS) (Applicable to all Public Shareholders)
Complete this box with full name, Holder Name PAN No.
signature and address of the holder of the First/Sol
Equity Shares. In case of joint holdings, e
full name of all the joint holders must Second
appear in the same order as appearing in
the share certificate(s)/demat account
Third

Contact details Tel No:

Mobile No:
Email Id:
Address of the First/Sole holder (with pin
code)

Type of investor Individual(s) NRI (non-repatriable)

(Please tick (N) the box to the right of the
Hindu Undivided NRI (repatriable)
appropriate category)
Family
Body Corporate FPI
Mutual Fund Insurance Company
Banks/ Financial Other (please
specify)
Institution
Date and Place of Incorporation of the
holder (if applicable )

TO BE FILLED IN ONLY IF THE NUMBER OF EQUITY SHARES HAVE BEEN

INCREASED AS COMPARED TO THE NUMBER OF EQUITY SHARES TENDERED IN
THE PREVIOUS BID FOR SHAREHOLDERS HOLDING OFFER SHARES IN PHYSICAL
FORM

11
Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed.
The details are applicable only for additional Equity Shares tendered with a view to increase the
number of Equity Shares tendered.

Sr. No. Folio No. Share Certificate(s) No. Distinctive Nos. No. of
From To Equity
1. Shares
2.
3.
(If the space provided is inadequate please attach a separate continuation Total
sheet)
Following Details are applicable only for additional Equity Shares tendered with a view to increase the
number of Equity Shares
Depository Participant’s Name:
Depository Participant’s Identification Number:
Client ID Number:
Number of Equity Shares
Details of previous Bid and Equity Shares tendered pursuant to the Delisting Offer
Please fill the following details of the sole shareholder’s bank account (or, in the case of joint holders,
the first- named holder’s bank account) and any consideration payable will be paid by electronic transfer
carrying the details of the bank account as per the banking account details and as provided in this Bid
Form
Particulars Figure in Figure in Words
Numbers
Application No. (Please ensure that you
have submitted a copy of the
acknowledgement of the original Bid Form
along with this Bid Revision / Withdrawal
Number
Form) of Equity Shares tendered in the
last Bid Form or bid Revision / Withdrawal
Bid Price per Equity Share (in Rs.)
Form

Details of Bid Revision / Withdrawal

Details of Revised Bid and Equity Shares tendered pursuant to the Delisting Offer
Particulars Figures in Figures in
Numbers Words
Number of Equity
Bid Price Per Equity
Shares
Share (in Rs.)
I hereby confirm that I/We would like to withdraw the earlier Bid made by me/us as detailed above and
would like to treat the bid as null and void.
Please tick (N) as appropriate Yes No

Signature

Sole / First Holder Second Holder Third Holder

12
 CHECKLIST

Physical Shareholders (Please tick (N)) Demat Shareholders (Please tick (N))

1. BID REVISION/WITHDRAWAL 1. BID REVISION/WITHDRAWAL

FORM FORM
2. COPY OF SELLER MEMBER COPY OF SELLER MEMBER
ACKNOWLEDGMENT SLIP OF 2. ACKNOWLEDGMENT SLIP OF
ORIGINAL BID ORIGINAL BID
3. OTHER DOCUMENTS, AS 3. OTHER DOCUMENTS, AS
APPLICABLE APPLICABLE

Note:

1. All documents/remittances sent by / to the Public shareholders will be at their risk and Public
Shareholders are advised to adequately safeguard their interests in this regard.
2. The Public shareholders may withdraw or revise their Bids upwards not later than one day before the
closure of the Bid Closing Date. Downward revision of Bids shall not be permitted.
3. You must submit this Bid Revision/Withdrawal Form to the same Seller Member through whom your
original Bid Form was submitted. Please ensure that you enclose a copy of the acknowledgement slip
relating to your previous Bid.
4. Please refer to Section 17.7(a) of the Letter of Offer for details of documents.
5. Please note that all the information, terms and conditions contained in the original Bid Form shall
remain valid, except which has been revised under Bid Revision / Withdrawal Form
6. In case you wish to tender additional dematerialized Equity Shares, please ensure that you have
instructed your Seller Member to transfer your additional Equity Share. In case you wish to tender
additional physical Equity Shares, please ensure that you attach the additional share certificates and
the transfer deed along with the Bid Revision/Withdrawal Form. The number of Equity Shares
tendered under the Bid Withdrawal/Revision form should match with the number of Equity Shares
specified in the share certificate(s) and transfer deed enclosed.
7. In case of Public Shareholder(s) other than individuals, a copy of a power of attorney, board resolution,
authorization, etc. (as applicable) and required in respect of support/verification of this Bid
Revision/Withdrawal Form, shall also be provided, otherwise, the same shall be liable for rejection.
8. The consideration shall be paid in the name of sole/first holder.
9. In case the Bid Revision/Withdrawal Form are not complete in all respects, the same may be liable for
rejection.
10. By agreeing to participate in the Delisting Offer the NR and NRI shareholders give the
Company/Acquirer, as the case may be, authority to make, sign, execute, deliver, acknowledge and
perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary
and undertake to provide assistance to the Company/Acquirer for such regulatory reporting, if
required by the Company.
11. FOR SUBMITTING THE BID REVISION / WITHDRAWAL FORM BY HAND DELIVERY:
Please submit this Bid Revision / Withdrawal Form together with other necessary documents referred
to above by hand delivery to the same seller member to whom the original Bid Form was submitted.

13
 TEAR ALONG THIS LINE

- - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - -

Manager to the Offer Registrar to the Offer

ICICI Centre, H.T. Parekh Marg, Churchgate,
Mumbai – 400020, Maharashtra, India
Tel: +91 22 2288 2460, Fax: +91 22 2282 6580
Email ID: linde.delisting@icicisecurities.com
Contact Person: Mr. Rishi Tiwari / Mr. Anurag Byas
SEBI Registration. No. INM000011179
Link Intime India Private Limited
C-101, 1st Floor, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai 400 083
Telephone: +91 22 4918 6200 Fax: +91 22 4918 6195
Email: lindeindia.offer@linkintime.co.in
Contact Person: Mr. Sumeet Deshpande
SEBI Registration Number: INR000004058

14
 TEAR ALONG THIS
LINE

- - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - - - - - -- - - - - - - -- - - - - - - - -
ACKNOWLEDGEMENT SLIP

Received from Bid Revision/Withdrawal Form at Bid Price of Rs. per Equity Share

Demat Shareholder Physical Shareholder

UNIQUE CLIENT CODE (UCC) UNIQUE CLIENT CODE (UCC)
DP ID No. Folio number
Client ID No. Share certificate no(s).
Number of Equity Shares Number of Equity Shares

Note for Physical Shareholders: Received but not verified share certificate(s) and share transfer deeds
ACKNOWLEDGEMENT
Application No, if any
Date of Receipt
Signature of Official

15
This page is intentionally left blank.

Orient Press Ltd. Tel.: 40285888