3M India Ltd. — AGM Information 2024

Jul 15, 2024

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3M India Limited

WeWork Prestige Central 3[rd] Floor, 36 Infantry Road Bengaluru 560001, India Tel: +91 80 22231414 www.3M.com/in

July 15, 2024

Corporate Relationship Department BSE Limited 1st Floor, New Trading Ring, Rotunda Building P.J. Towers, Dalal Street, Fort Mumbai - 400 001

Scrip Code - 523395

The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra – Kurla Complex Bandra (E), Mumbai – 400 051 Scrip Code – 3MINDIA

Dear Sir,

Sub: Notice of the 37[th] Annual General Meeting (AGM).

Ref: Reg. 30(2) read with Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015.

Please find enclosed herewith a copy of the Notice of the 37[th] Annual General Meeting (AGM) of the Company to be held at 10:30 A.M. IST on Wednesday, the August 07, 2024 through Video Conferencing / Other Audio-Visual Means.

The Notice is being sent to the members of the Company through electronic mode.

The Annual Report 2023-24 is available on the website of the Company at https://www.3mindia.in/3M/en_IN/company-in/about-3m/financial-facts-local/ .

Kindly bring this to the notice of the Members of the Stock Exchange.

Thanking you

For 3M India Limited

PRATAP Digitally signed by PRATAP RUDRA RUDRA BHUVANAGIRI Date: 2024.07.15 BHUVANAGIRI 19:30:10 +05'30' Pratap Rudra Bhuvanagiri Company Secretary & Compliance Officer

Encl: as above

Regd Office : Plot No 48-51 Electronics City, Bangalore 560100 CIN No: L31300KA1987PLC013543

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3M INDIA LIMITED

CIN: L31300KA1987PLC013543

Registered Office: Plot Nos. 48-51, Electronic City, Hosur Road, Bengaluru – 560100 Phone: 080-22231414, Email: investorhelpdesk.in@mmm.com, Website: www.3m.com/in

NOTICE is hereby given that the Thirty Seventh (37[th] ) Annual General Meeting (“AGM/eAGM”) of 3M India Limited will be held at 10.30 am (IST) on Wednesday, August 7, 2024 through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Standalone Financial Statements for the financial year ended March 31, 2024.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the Auditors’ Report thereon and the Board’s Report, be and are hereby received, considered and adopted.”

1. Adoption of Consolidated Financial Statements for the financial year ended March 31, 2024.

2. To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Auditors’ Report thereon, be and are hereby received, considered and adopted.”

1. Declaration of Dividend for the financial year ended March 31, 2024.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT in terms of the recommendation of the Board of Directors of the Company, approval of Members of the Company be and is hereby accorded for declaration and payment of final dividend of 160/- (Rupees One Hundred and Sixty only) and a special dividend of 525/- (Rupees Five Hundred and Twenty Five only), aggregating to 685/- (Rupees Six Hundred and Eighty Five only) per equity share of face value 10/- each, for the financial year ended March 31, 2024, and be payable to all those shareholders whose names appear in the Register of Members as on the record date for payment of the Dividend.”

1. Re-appointment of Mr. Amit Laroya (DIN: 00098933) who retires by rotation, as a Director. To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Amit Laroya (DIN: 00098933) Director, who retires by rotation at this Annual General Meeting, and being eligible, having offered himself for

re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS:

1. Appointment of Mr. Narumanchi Venkata Sivakumar (DIN: 03534101) as a Non-Executive and Independent Director of the Company. To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Narumanchi Venkata Sivakumar (DIN: 03534101), who was appointed as an Additional Director of the Company w.e.f. July 15, 2024 by the Board of Directors, based on recommendations of the Nomination & Remuneration Committee, who holds office up to the date of Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as a Non-Executive and Independent Director of the Company to hold the office for a term of 5 (five) consecutive years i.e. from July 15, 2024 to July 14, 2029, not liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Section 197 read with Schedule V and any other applicable provisions of the Act and the rules made thereunder and applicable provision of SEBI Listing Regulations, Mr. Narumanchi Venkata Sivakumar be paid such fees and remuneration and profit related commission as the Nomination and Remuneration Committee and Board of Directors may approve from time to time and subject to such limits as may be prescribed from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, expedient in order to give effect to this resolution.”

1. Appointment of Mr. Andrew Paul Bennett (DIN: 10681735) as a Non-Executive and NonIndependent Director of the Company.

2. To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Andrew Paul Bennett (DIN: 10681735) who was appointed on July 15, 2024 as an Additional Director and who, in terms of Section

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161 of the Companies Act, 2013 holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company (NonExecutive and Non-Independent), liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, expedient in order to give effect to this resolution.”

7. Approval of Material Related Party Transactions with 3M Company, USA.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any statutory modifications(s) or re-enactments(s) thereof, for the time being in force), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (including any Committee thereof) to enter into Material Related Party Transactions with its Holding Company, 3M Company, USA, being related party as defined under Regulation 2(1)(zb) of the Listing Regulations, for an amount not exceeding in aggregate ` 934 crores (Rupees Nine Hundred and Thirty-Four Crores only) for the period from the 37[th] Annual General Meeting until the 38[th] Annual General Meeting of the Company on such terms as may be mutually agreed for between the Company and 3M Company, USA.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, expedient in order to give effect to this resolution.”

8. Approval for payment of Royalties to 3M Company, USA.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any amendment(s) or modification(s) or re-enactment thereof), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (including any Committee thereof) for the payment of Royalties by 3M India Limited (“the Company”) to 3M Company, USA, being a related party, for an amount not exceeding `94 crores (Rupees

Ninety-Four Crores only), for the period from the 37[th] Annual General Meeting until the 38[th] Annual General Meeting of the Company, on such terms as may be mutually agreed for between the Company and 3M Company, USA.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, expedient in order to give effect to this resolution.”

9. Approval of Material Related Party Transactions with 3M Innovation Singapore Pte Ltd.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modifications(s) or re-enactments(s) thereof, for the time being in force), consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (including any Committee thereof) to enter into Material Related Party Transactions with 3M Innovation Singapore Pte Ltd, being related party as defined under Regulation 2(1)(zb) of the Listing Regulations, for an amount not exceeding in aggregate ` 446 crores (Rupees Four Hundred and Forty-Six Crores only) for the period from the 37[th] Annual General Meeting until the 38[th] Annual General Meeting of the Company, on such terms as may be mutually agreed for between the Company and 3M Innovation Singapore Pte Ltd.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, expedient in order to give effect to this resolution.”

10. Ratification of remuneration payable to Messrs. Rao, Murthy & Associates, Cost Auditors for FY 2024-25.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications or re-enactment thereof), the remuneration payable to Messrs. Rao, Murthy & Associates, Bengaluru (Firm Registration No. 000065), Cost Auditors, appointed by the Board of Directors based on the recommendation of the Audit Committee of the Company to conduct the audit

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of the cost records of the Company for FY 202425 for ` 575,000/- (Rupees Five Lakhs SeventyFive Thousand only) excluding applicable taxes and re-imbursement of out of pocket expenses incurred by them in connection with the audit of cost records, be and is hereby ratified and approved.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds,

matters and things as may be considered necessary, expedient in order to give effect to this resolution.”

By order of the Board

Pratap Rudra Bhuvanagiri

Company Secretary (ACS 22297)

Place: Bengaluru

Date: July 11, 2024 Registered Office: Plot Nos. 48-51, Electronic City, Hosur Road, Bengaluru – 560100

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED.

The following statements set out all material facts relating to Ordinary/Special business proposed to be transacted under Item No. 5 to 10 of the accompanying Notice dated July 11, 2024 and shall be taken as forming part of the Notice.

Item No. 5: Appointment of Mr. Narumanchi Venkata Sivakumar (DIN: 03534101) as a Non-Executive and Independent Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee, the Board at its Meeting held on May 28, 2024 had appointed Mr. Narumanchi Venkata Sivakumar (DIN: 03534101) as an Additional Director of the Company (categorised as Non-Executive and Independent Director), with effect from July 15, 2024 to hold office upto a period of 3 (three) months or the next General Meeting, whichever is earlier, and subject to such approval to hold office for a term of 5 (five) consecutive years, at remuneration as applicable to the Independent Directors of the Company.

Section 149 (10) of the Companies Act, 2013 provides that an Independent Director shall hold office for a term of up to 5 (five) consecutive years on the Board. Further, Section 149 (13) of the Companies Act, 2013 states that the provisions relating to retirement of Directors by rotation shall not apply to the appointment of Independent Directors.

The Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013 from a Member proposing his candidature for the office of Director.

Mr. Narumanchi Venkata Sivakumar is not disqualified from being appointed as a Director in terms of Section 164 of the Act. The Company has received the consent and requisite declarations from Mr. Sivakumar as per the provisions of the Act and SEBI Listing Regulations including the declaration that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. In terms of Regulation

25(8) of SEBI Listing Regulations, he has also confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority.

Mr. Narumanchi Venkata Sivakumar’s appointment for the position of Independent Director of the Company was considered based on the recommendation of the Nomination and Remuneration Committee, based on identified criteria which included attributes such as qualification, expertise, experience, personal and professional standing, independence, time commitments and the skill sets required of the role. Mr. Narumanchi Venkata Sivakumar’s overall profile and the strong skills sets in leadership, governance, corporate finance, mergers and acquisitions, audit and advisory roles were taken into consideration amongst the various factors supporting the recommendation. The appointment process also included personal interviews and interactions to assess suitability for the role and aligning expectations with the Company’s needs. Feedback gathered during these interactions were also taken into consideration in the nomination process, which involved recommendations by the Nomination and Remuneration Committee and subsequent approval by the Board.

In the opinion of the Board, Mr. Narumanchi Venkata Sivakumar fulfills the conditions of appointment as an Independent Director as specified in the Companies Act, 2013, rules made there under and the provisions of Listing Regulations and is Independent of the Management. In the opinion of the Board, he has the integrity, expertise, experience and proficiency required for the role, and his appointment will be in the best interest of the Company.

A brief profile of Mr. Narumanchi Venkata Sivakumar, nature of his expertise in specific functional areas, names of

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companies in which he holds directorships, memberships of the Board’s Committees, shareholding in the Company and relationships between Directors inter-se, as stipulated as per the provisions of SEBI Listing Regulations are set out in the explanatory notes. Copy of the draft letter of appointment setting out the terms and conditions are available for inspection by Members at the Registered Office of the Company and the same has been disclosed in the website of the Company. Accordingly, a Special Resolution seeking appointment of Mr. Narumanchi Venkata Sivakumar as an Independent Director of the Company is included in the Notice at Item No. 5.

None of the Directors or Key Managerial Personnel of the Company and their relatives except Mr. Narumanchi Venkata Sivakumar may be deemed to be concerned or interested, directly or indirectly, in this resolution.

The Board recommends the Special Resolution set forth at Item No. 5 of the Notice, for the approval of the Members of the Company.

Item No. 6: Appointment of Mr. Andrew Paul Bennett (DIN: 10681735) as a Non-Executive and NonIndependent Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee, the Board on July 8 , 2024 appointed Mr. Andrew Paul Bennett (DIN: 10681735), as an Additional Director of the Company (categorised as NonExecutive and Non- Independent Director) with effect from July 15, 2024 and who holds office up to 3 (three) months or up to the next General Meeting, whichever is earlier.

The Company has received a notice in writing pursuant to Section 160 of the Companies Act, 2013 from a Member proposing his candidature for the office of Director.

Mr. Andrew Paul Bennett brings a wealth of international experience, spanning business leadership in the healthcare and automotive businesses. He also has deep experience in driving business transformation and growth initiatives. The Board believes that Mr. Andrew Paul Bennett’s broad experience and skills would be valuable addition to the Board and his appointment will be in the interest of the Company.

As a Non-executive and Non-Independent Director, he is liable to retire by rotation. No sitting fees shall be paid for attending the Meetings of the Board of Directors or Committees thereof.

Accordingly, an Ordinary Resolution seeking appointment of Mr. Andrew Paul Bennett as a Non-Executive and Non-Independent Director of the Company is included in the Notice at Item No. 6.

None of the Directors or Key Managerial Personnel of the Company and their relatives except Mr. Andrew Paul Bennett may be deemed to be concerned or interested, directly or indirectly, in this resolution.

The Board recommends the Ordinary Resolution set forth at Item No. 6, for the approval of the Members of the Company.

Item No. 7, 8 and 9: Approval of Material Related Party Transactions with 3M Company, USA; Payment of royalties to 3M Company, USA and Approval of Material Related Party Transactions with 3M Innovation Singapore Pte Ltd.

The Company is the flagship listed company of 3M Company, USA in India. 3M Company, USA holds 75% equity stake, with the balance of the outstanding equity being held by public shareholders. 3M Company, USA is a diversified technology company with a global presence in the following businesses: Safety and Industrial; Transportation & Electronics; and Consumer. 3M and its group companies (3M Group) are among the leading manufacturers of products for many of the markets they serve. Most 3M products involve expertise in technology, product development, manufacturing, and marketing, and are subject to competition from products manufactured and sold by other technologically oriented companies. The Company manages its operations in four (4) operating business segments: Safety and Industrial; Transportation & Electronics; Health Care; and Consumer. The Company’s four business segments bring together common or related 3M technologies which enhance the development of innovative products and services and provide for efficient sharing of business resources. The Company has 3 (three) Manufacturing Plants and a nationwide sales network in India.

In the ordinary course of its business, the Company enters into transactions for the sale and purchase of goods and raw materials with, for availing / rendering services from/ to, and other commercial transactions with 3M Company, USA, being a related party as defined under Regulation 2(1) (zb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), at arm’s length basis. Among these related-party transactions, there has been an ongoing intellectual property arrangement under which 3M Company, USA has granted the Company access to 3M Group’s synergies, state of art products and technologies, competencies and “3M” and other 3M-owned brands in an increasingly global and competitive business environment.

In the absence of such arrangement and the full performance of the duties and obligations thereunder by the Company, the Company would no longer have access to 3M products or technologies or the use of the “3M” and other 3M-owned brands.

3M Company, USA is a Holding Company (Promoter) of the Company, and together with other members of 3M Group are “related parties” as per the definition under Regulation 2(1) (zb) of the Listing Regulations.

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The details of actual transactions with all Related Parties with the 3M Group entities during past 3 (three) financial years are as under:

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(` in crores)
Actual Value of Actual Value of Actual Value of
Nature of Transaction transaction for transaction for transaction for
FY 2021-22 FY 2022-23 FY 2023-24
INCOME
Income from Contract Research 16.11 14.58 12.50
Sale of Goods 23.89 81.22 89.34
Re-charge of expenses 53.15 38.04 48.80
Total 93.15 133.83 150.64
EXPENDITURE
Purchase of Materials 1,116.91 1,453.74 1392.35
Royalty 44.48 57.45 76.76
Re-charge of expenses 2.37 - -
Corporate Management Fee 103.27 117.71 118.43
Total 1,059.44 1,629.90 1587.54
Grand Total 1,147.16 1,763.73 1738.18
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The proposal for which approval of the Members is being sought vide this notice is specific to the material related party transactions with 3M Company, USA and 3M Innovation Singapore Pte Ltd , in relation to estimated transactions after considering the historical level of such transactions, anticipated business and the business environment. The aforesaid activities have been essential for the Company to carry out its business operations and maximise its growth and performance.

Members may kindly note the following-

• (i) The estimated value of related party transactions with 3M Company, USA and 3M Innovation Singapore Pte Ltd. are as under for a term from 37[th] Annual General Meeting to 38[th] Annual General Meeting:

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(` in crores)
3M Innovation
Nature of Transaction 3M Company, USA
Singapore Pte Ltd
INCOME
Income from Contract Research 19 -
Sale of Goods 4 -
Recharge of Expenses 14 2
Total 37 2
EXPENDITURE
Purchase of materials 886 444
Recharge of expenses paid (expense) 11 -
Total 897 444
Grand Total 934 446
Royalty expenses 94 -
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*Royalty expense is wholly attributed to estimated volume in manufacturing activities. There are no changes in terms of royalty payment previously disclosed to Members, vide the postal ballot notice dated September 29, 2023. 94 crores include approx 6 crores of Royalty for activities attributable to 3M Electro & Communication India Private Limited, a Wholly Owned Subsidiary of the Company, in view of anticipated merger of the subsidiary with the Company during the year. In the event of merger not happening during the period of validity of the aforesaid resolution, the limits shall be not utilised by 3M India Limited. In prior years, royalty paid by subsidiary was disclosed in the consolidated financial statements.

• (ii) Whilst the approval of the Members is being sought for the total value of related party transactions, the value shown against various categories of nature of transactions at Sl. (i) above are indicative and may vary inter se. However, the total value of related party transactions will remain within the overall limit as may be approved by the Members.

• (iii) The Company continues to have related party transactions with several other 3M Group companies and the aggregate estimated value of transactions with such companies for the proposed period is estimated to be ` 1,048 crores (Rupees One Thousand Forty-Eight Crores only), and do not individually cross the materiality threshold as per Regulation 23 of the Listing Regulations with any of the companies in the 3M Group.

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• (iv) The payment of royalty to 3M Company, USA has been carved out as a separate resolution. The intent is to separate the payment of royalty from the other transactions which pertain to ongoing purchase and sale of goods, income from ongoing contract research activities, and cost recharges from ongoing business operations.

• (v) Members may kindly note that in terms of SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2022/40 dated March 30, 2022 and SEBI/HO/CFD/ CMD1/ CIR/P/2022/47 dated April 8, 2022, the approval of Members is sought to the aforesaid material related party transactions for a period commencing from the 37[th] Annual General Meeting to the 38[th] Annual General Meeting of the Company.

• (vi) Information on the Intellectual Property agreement entered by the Company with 3M Company, USA, basis for Royalties and benefits derived by the Company from the Intellectual Property Agreement and Royalty payment:

• 3M Company, USA has granted the Company access to 3M Group’s synergies, state of art products and technologies, competencies and “3M” and other 3M-owned brands which are very critical and essential for the Company to carry out its business operations and maximise its growth and performance in an increasingly global and competitive business environment.

• The Intellectual Property agreement with 3M allows the Company to access and rights to manufacture using the parent company’s licensed technologies, product portfolio and the “3M” brand. The parent company, 3M Company, USA and 3M Group has a broad portfolio of products across multiple technology platforms protected by Intellectual Property Rights. 3M Company, USA owns 51 technology platforms, which cover platforms such as adhesives, abrasives, ceramics, nanotechnology and several more. 3M Company, USA and its affiliates invested about 5.6% of its sales in R&D (2022). The consistent investment in R&D over the years helped produce more than 3,500 patents each year (previous 5-year average) and a steady stream of unique products for customers that are accessible to 3M India. New products have been introduced in all the four business segments.

• The “3M” brand was among the top 100 list of global best brands ranking, by Interbrand in 2022. Further, 3M Company, USA along with its global affiliates, is highly regarded in the business world as well as with stakeholders. The 3M Group has received several global accolades and recognition. To name a few, 3M Company was recognised as:

• i. Among the Top 50 Most Innovative Companies globally, by Boston Consulting Group, in 2023.

• ii. One of the Top 50 World’s Most Admired Companies, by Fortune, in 2023.

• iii. One of the World’s Best Companies of 2023, named by Time.

• iv. The 2023 World’s Most Ethical Companies® Honoree List, by Ethisphere.

• Such global recognition earned over several years, gives the 3M brand a strong value in the marketplace, which the Company benefits from. Access to and use of the “3M” brand has benefited the Company to gain business and customers for its innovative products and deliver business growth.

• As a result of the IP agreement, the Company has significantly increased its manufacturing footprint in India over the past several years.

• Two-thirds of the incremental growth delivered over the last six years was contributed by the increase in manufacturing activities. This increase in manufacturing is dependent on access to 3M Company’s intellectual property, product portfolios and the 3M brand.

• As at March 31, 2014 locally manufactured products contributed 52.9% to total sales. The contribution of locally manufactured products increased to 61.5% of total sales as at March 31, 2024. During the same period, the Company’s profit before tax increased from 3.9% to sales in FY 2013-14 to 18.3% in FY 2023-24. This represents a compounded growth rate in the value of profit before tax by 26.4%.

• Effective April 1, 2023, the Company does not pay any royalties on trading sales and royalties are paid on sales of manufactured products only, on net sales value. This change in royalty arrangement aligned the royalty payment closely with the increase in the mix and sales of locally manufactured products and aligned 3M India with 3M Group’s royalty arrangement across entities/affiliates in the Group. Additionally, this benefits the Company in the medium to longterm to increase the local manufacturing footprint and build sustainable competitive moats in the marketplace.

• The Company is strengthening the Profit Before Tax (PBT) since the Company is able to penetrate better by accessing the technologies of 3M which is clearly seen in PBT growth and topline growth.

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• The aforesaid particulars were more elaborately detailed by the Company in the Postal Ballot Notice dated September 29, 2023 pursuant to which the Company sought Members approval for payment of Royalties of ` 86 crores (for a period of one year, which was approved by the Members on November 4, 2023).

• As per the agreement, the rate of royalty for (a) Manufactured Products and Services is 3.25% of Net Sales (b) Other Software – 17.5% on Net Sales.

• For FY 22-23, the royalty paid was 57.45 crores (1.54 % to sales) and for FY 23-24, the royalty paid was 76.76 crores (1.95 % to sales).

• (vii) Transactions relating to Corporate Management Fee:

• The Company has established an inter-company services agreement with 3M Global Service Center Management Company, USA (3M GSC), aimed at leveraging technical expertise, usage of various IT platforms, market intelligence to drive business growth, sales strategy, product customisation support based on business needs, technical support and product training and familiarisation to end customers, transaction processing in various areas such as sourcing, accounting, IT and wide range of support services, thus benefiting from the operational capabilities and cost efficiencies through economies of scale. These services are competitively provided, optimising cost efficiencies and capitalising on 3M’s expertise in international business management and diverse product portfolios.

• Under the 3M global support services arrangement the Company receives and also renders support services.

• The services received and rendered are in the nature of:

  • Laboratory, Technical assistance and Manufacturing

  • Selling and Marketing

  • Strategic and Managerial

  • Information Technology

  • Routine Administration

  • Foreign Services Employees Expenses and

  • Outsourced Services of Transaction Processing on competitive conditions.

• Basis for Corporate Management Fee:

  • The Company incurs support service charges in the mentioned areas, calculated based on the hours dedicated by employees from other 3M Group companies to 3M India.

• The cost allocation of the common IT platforms (such as ERP, office, HR, security applications etc.), infrastructure and security ecosystem expenses housed globally, incurred by 3M group and being utilised by 3M India are allocated on the basis of sales ratio / utilisation.

• Globally, 3M operates captive shared service centers responsible for handling a spectrum of transactional activities, including Source to Pay, Record to Report, HR, and Customer Service. For 3M India, these essential activities are managed by outsourcing to 3M’s Shared Service Centers. Costs incurred in this process are meticulously allocated to 3M India, based on actual time spent and capacity utilisation.

• On similar lines 3M India also recharges for the services rendered by 3M India to other 3M global entities based on the time spent.

• Therefore, resulting in both recharge of expenses by 3M India to 3M GSC accounted as revenue from Operation (refer note 18 of Consolidated Financial Statements and recharge of expenses by 3M GSC to 3M India, accounted under ‘Other expenses – Corporate Management Fee’ (refer note 25 of Consolidated Financial Statements).

• It is pertinent to note that, while 3M India pays a Corporate Management Fee of 3% of Consolidated revenues from operations for FY 23-24, if the same is adjusted for similar recharge from 3M India to 3M GSC, then the cost of net Corporate Management Fee will be 2.13% of the consolidated revenue from operations. Further, if the cost of transactional process outsourcing (which is 0.5% of sales) is adjusted being a direct cost, the net cost of Corporate Management Fee to revenue from operation will be only 1.63%.

• The Company’s continued arrangement with 3M Global Service Center Management Company, USA includes services like sales strategy development, product customisation, technical support, and transaction processing across multiple areas. By doing so, 3M India benefits from operational efficiencies and cost saving owing to economies of scale. This partnership has allowed 3M India to lower its expenses on the back of total sales, thereby leading to improved profitability.

• The Corporate Management Fee as a percentage to sales has been reducing over the last 3 years, while contributing to the Company’s growth.

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• The above services are availed on a continuous basis and benefit the Company to continue delivering consistent, competitive and profitable growth.

• (viii) It is clarified that the proposal in Item No. 8 pertains only to payment of royalties to 3M Company, USA, and is not for payment of corporate management fee.

• (ix) The Company had obtained the approval of the Members through postal ballot notice dated November 9, 2022 for material related party transactions with 3M Company, USA and 3M Innovation Singapore Pte Ltd effective December 22, 2022 for the period of 1 year. The Company obtained the approval of the Members at the 36[th] Annual General Meeting held on August 25, 2023 for material related

party transactions with 3M Innovation Singapore Pte Ltd for the period of 1 year i.e., upto the ensuing 37[th] Annual General Meeting. Through postal ballot notice dated September 29, 2023, the Company obtained approval of Members for material-related party transactions with 3M Company, USA and payment of Royalties to 3M Company USA, on November 4, 2023 to be valid for a period of 1 year. The approvals conferred by Members aforesaid continue to be in force for the term of such approval.

• (x) Details of the proposed related party transactions between the Company, 3M Company, USA and 3M Innovation Singapore Pte Ltd including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Circular No. SEBI/HO/ CFD/ CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

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Sl.
Description Details Details
No
1. Details of Summary of information provided by the management to the Audit Committee
----- End of picture text -----

1. Details of Summary of information provided by the management to the Audit Committee	1. Details of Summary of information provided by the management to the Audit Committee	1. Details of Summary of information provided by the management to the Audit Committee	1. Details of Summary of information provided by the management to the Audit Committee
	a. Name of the Related Party and its relationship with the Company or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	3M Company USA	3M Innovation Singapore Pte Ltd
	b. Type, material terms, monetary value and particulars of the proposed RPTs.	Transactions in the nature of contract research, sale of goods, purchase of materials, royalty and recharge of expenses for an amount not exceeding in aggregate934 crores<br>(and royalty of94 crores) for a period from the 37thAnnual General Meeting to the 38thAnnual General Meeting of the Company. These transactions are in the ordinary course of business and are on an arm’s length basis.	Transactions in the nature of purchase of materials and recharge of expenses for an amount not exceeding in aggregate ` 446 crores for a period from the 37th Annual General Meeting to the 38thAnnual General Meeting of the Company. These transactions are in the ordinary course of business and are on an arm’s length basis.
	c. Percentage of the Company’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed RPTs	RPTs (other than royalty) 22.29% Royalty 2.24%	10.65%
2	Justifcation for the proposed RPTs.	As set out in the explanatory notes, pursuant to Section 102(1) of the Companies Act, 2013.	As set out in the explanatory notes, pursuant to Section 102(1) of the Companies Act, 2013.
3	Details of proposed RPTs relating to any loans, inter- corporate deposits, advances or investments made or given by the Company or its subsidiary	NA	NA

Annual Report 2023-24 | 51

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----- Start of picture text -----

Sl.
Description Details Details
No
4 Arm’s length pricing and a All the transactions are on arm’s All the transactions are on arm’s
----- End of picture text -----

Sl. No 4	Description Arm’s length pricing and a	Details All the transactions are on arm’s	Details All the transactions are on arm’s
	statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through registered email address of the shareholder	length basis. Valuation report wherever required will be obtained for proposed related party transaction(s) and will be made available to the shareholders on request.	length basis. Valuation report wherever required will be obtained for proposed related party transaction(s) and will be made available to the shareholders on request.
5	Any other information that may be relevant	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013 forming part of this Notice.	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013 forming part of this Notice.

The proposed related party transactions are in the ordinary and normal course of business and on arm’s length basis and play a significant role in the Company’s business operations. Accordingly, the Board, based on the recommendation and approval of the Audit Committee, recommends the Ordinary Resolutions set forth at Item No. 7,8 and 9 for approval of the Members of the Company.

None of the Directors or Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or interested, directly or indirectly, in the resolution set out at Item No. 7, 8 and 9 of the Notice convening the Annual General Meeting.

However, it may be noted that Mr. Ramesh Ramadurai, Ms. Yun Jin and Mr. Amit Laroya represent 3M Company, USA on the Board of the Company.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, no Related Party shall vote to approve the Ordinary Resolutions set forth in this Notice, whether the entity is a Related Party to the particular transaction or not.

Item No. 10: Ratification of remuneration payable to Messrs. Rao, Murthy & Associates, Cost Auditors for FY 2024-25.

The Board of Directors of the Company at its meeting held on May 28, 2024 had on the recommendation of the Audit Committee, approved the re-appointment and remuneration of Messrs. Rao, Murthy & Associates, Cost Accountants, Bengaluru, (Firm Registration No. 000065), to conduct the audit of the cost records of the Company for the financial year ending March 31, 2025 for the products

covered (as per the details below) as per the Companies (Cost Records and Audit) Rules, 2014, on a remuneration of ` 575,000/- (Rupees Four Lakhs Seventy-Five Thousand) plus applicable taxes and out of pocket expenses at actuals.

In terms of the provisions of Section 148(3) of the Act read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. The proposed remuneration to the Cost Auditor will commensurate with the size and complexity of the Business. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors as set out in the resolution for the aforesaid services to be rendered by them.

None of the Directors or Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or interested, directly or indirectly, in this resolution.

The Board recommends the Ordinary Resolution set forth at Item No. 10 of the Notice for the approval of the Members of the Company.

By order of the Board Pratap Rudra Bhuvanagiri Company Secretary (ACS 22297)

Place: Bengaluru Date : July 11, 2024

Registered Office: Plot Nos. 48-51, Electronic City, Hosur Road, Bengaluru – 560100

52 | 3M India Limited

Corporate Overview Statutory Reports Financial Statements

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT/RE-APPOINTMENT PURSUANT TO SECRETARIAL STANDARD-2 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Item No. 4: Re-appointment of Mr. Amit Laroya (DIN: 00098933) who retires by rotation, as a Director.

Information in relation to re-appointment of Mr. Amit Laroya as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards:

Name of the Director	Amit Laroya
Director Identifcation Number	00098933
Category	Non-Executive and Non-Independent Director
Date of Birth	September 29,1964
Nationality	Indian
Qualifcation	Economics Honors graduate from the University of Delhi and MBA in Marketing and Finance from XLRI,India
Brief Profle of the Director	Mr. Amit Laroya was appointed as a Non-Executive and Non-Independent Director of the Company with efect from June 1, 2016. Mr. Amit Laroya was the President and Managing Director of 3M Korea Limited from June 1, 2016 to December 31, 2019. He was the Managing Director of the Company from October 1, 2013 to May 31, 2016. He has been appointed as Senior Vice President – Asia for Transportation and Electronics Business Group with efect from January 1, 2020. Mr. Amit Laroya started his career at Asian Paints and moved to 3M India in 1990 as the Division Head of Trafc, Safety and Security. He has held positions in 3M India as the Country Business Leader in Safety & Graphics, Industrial, Electro and Telecommunication in addition to being the frst Master Black Belt for India region. He has also held positions as the M&A Manager for India region and General Manager of 3M Lanka. His previous assignment as the Managing Director of 3M Indonesia and 3M India Limited made him well suited to understand emerging market needs. He also has good understanding of global corporate strategies at 3M having worked in St Paul, USA, as the Global Director for 3M Strategy & Corporate Development & the Director of International Strategic Planning& M&A.
Date of frst appointment on the Board	June 1, 2016
No. of Board Meeting attended duringfnancialyear 2023-24	7 (Attended all Board meetings held during the year)
Shareholding in 3M India Limited including shareholding as a benefcial owner	Nil
Expertise in specifc functional areas	Marketing, Mergers and Acquisitions, Finance and General Management of Business
Last Remuneration drawn as Non- Executive Director	NA
Details of Remuneration sought to bepaid	NA
List of Directorships held in other companies	Kennametal India Limited
Resignation from the directorship of the listed companies in the past threeyears	Nil
Memberships / Chairmanships of Committees of Boards in Companies (Including 3M India Limited)	3M India Limited – Member of Nomination and Remuneration Committee
Disclosure of relationships between Directors/KMP inter-se	Nil

This Statement may also be regarded as a disclosure under the Listing Regulations.

Annual Report 2023-24 | 53

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Item No. 5: Appointment of Mr. Narumanchi Venkata Sivakumar (DIN: 03534101) as a Non-Executive and Independent Director of the Company.

A brief profile of Mr. Narumanchi Venkata Sivakumar, nature of his expertise in specific functional areas, names of companies in which she holds directorships, memberships of the Board’s Committees, shareholding in the Company and relationships between Directors inter-se, as stipulated under the provisions of the Listing Regulations are exhibited below:

	Name of the Director	Narumanchi Venkata Sivakumar
	Director Identifcation Number	03534101
	Category	Non-Executive and Independent Director
	Date of Birth	February1,1963
	Nationality	Indian
	Qualifcation	Bachelor of Commerce(Honors)and Chartered Accountant
	Brief Profle of the Director	Mr. Narumanchi Venkata Sivakumar is a Chartered Accountant by profession.
		An institution builder and a trusted business adviser, Mr. Sivakumar has been
		with PricewaterhouseCoopers Private Limited for over 22 years assuming
		varied roles within the Advisory Line of Service (2001-2023) serving a diverse
		set of domestic and international clients. Prior to that he was with Lovelock
		and Lewes, Chartered Accountants (1982 - 2001) rendering audit and advisory
		services to varied clients. He retired from PricewaterhouseCoopers Private
		Limited on March 31, 2023.
		In his role as Entrepreneurial and Private Business Leader at
		PricewaterhouseCoopers Private Limited, Mr. Narumanchi Venkata Sivakumar
		has extensively worked with family businesses, advising them on ownership
		issues (governance, succession planning and structuring) and business issues
		(strategy and business transformation, deals and growth, risk and regulation, talent and proftability). He played an active role in the roll out of the PwC
		global thought leadership studies (Family Business Survey and NextGen Survey)
		and also actively engaged with CII-FBN in their annual Family Business and
		NextGen conventions.

As a Global Client Partner on large accounts, Mr. Narumanchi Venkata Sivakumar spearheaded the engagement with the clients at the promoter / board / senior executive level and ensured that advisory services were seamlessly delivered.

		and also actively engaged with CII-FBN in their annual Family Business and NextGen conventions. As a Global Client Partner on large accounts, Mr. Narumanchi Venkata Sivakumar spearheaded the engagement with the clients at the promoter / board / senior executive level and ensured that advisory services were seamlessly delivered.
		With his functional expertise in Mergers and Acquisitions, Mr. Narumanchi
		Venkata Sivakumar led the Deals practice at PricewaterhouseCoopers Private
		Limited for four years overseeing rendering of deals strategy, corporate fnance, valuation and transaction advisory services for clients in India and
		Overseas.
	Date of frst appointment on the Board	July15,2024
	No. of Board Meeting attended during fnancialyear 2023-24	NA
	Shareholding in 3M India Limited including shareholding as a benefcial	Nil
	owner
	Expertise in specifc functional areas	Refer ExplanatoryStatement to Agenda Item No. 5
	Last Remuneration drawn as Non-	NA - since it is proposed to appoint Mr. Sivakumar as Independent Director
	Executive Director	for his frst term on the Company's Board.
	Details of Remuneration sought to be	Sitting fees and Commission as approved by the Board and within the limits of
	paid	the applicable laws
	List of Directorships held in other	Refer note below
	companies
	Resignation from the directorship of	Nil
	the listed companies in the past three
	years
	Memberships / Chairmanships of	Refer Note below
	Committees of Boards in Companies
	(Including3M India Limited)
	Disclosure of relationships between	Nil
	Directors/KMP inter-se

54 | 3M India Limited

Corporate Overview Statutory Reports Financial Statements

Names of companies in which Mr. Narumanchi Venkata Sivakumar holds directorships and membership of Committee of the Board:

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Sl.
No. [Company Name] Committee Chairman /Member
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Sl. **No. **	Company Name	Committee	Chairman /Member
1	TMF Holdings Limited	Audit Committee	Chairman
		Corporate Social ResponsibilityCommittee	Member
		Stakeholders RelationshipCommittee	Member
		Risk Management Committee	Member
		IT StrategyCommittee	Member
2	TMF Business Services Limited (FormerlyTata Motors Finance Limited)	Audit Committee	Member
3	Tata Motors Finance Limited (Formerly Tata Motors Finance Solutions Limited)	Audit Committee	Member
		Corporate Social ResponsibilityCommittee	Member
		Stakeholders RelationshipCommittee	Member
		IT StrategyCommittee	Member
		Risk Management Committee	Member
		LendingCommittee	Member
4	Capital Foods Private Limited	Audit Committee	Chairman
		Nomination & Remuneration Committee	Member
		Corporate Social ResponsibilityCommittee	Member

This Statement may also be regarded as a disclosure under the Listing Regulations.

Agenda Item No. 6: Appointment of Mr. Andrew Paul Bennett (DIN: 10681735) as a Non-Executive and Non-Independent Director of the Company.

Information in relation to re-appointment of Mr. Andrew Paul Bennett as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards:

Name of the Director	Andrew Paul Bennett
Director Identifcation Number	10681735
Category	Non-Executive and Non-Independent Director
Date of Birth	February29,1968
Nationality	United Kingdom
Qualifcation	Bachelor of Economics (Honors) and Postgraduate Certifcate in Education from the Universityof Leeds
Brief Profle of the Director	Mr. Andrew Paul Bennett has extensive senior leadership experience of 3M and its International operations over a career spanning more than 27 years most recently in his role as Senior Vice President Country Governance and Emerging Markets reporting direct to the CFO. Prior to that Mr. Andrew Paul Bennett served as Global Vice President Automotive Aftermarkets and before that was Vice President North Europe. He also has signifcant experience in Business Transformation leading 3Ms implementation of SAP in North Europe and is a certifed Six Sigma Black Belt and Master Black Belt. Mr. Bennett’s career has enabled him to live all over the world with assignments in US, Germany, Switzerland, Japan, Australia and Brazil. He brings a wealth of broad knowledge on 3Ms operations and Global Strategy including leadership roles in IT, Sourcing and Customer Service across its multiple business groups including Healthcare, Safety, Industrial and Automotive.
Date of frst appointment on the Board	July15,2024
No. of Board Meeting attended during fnancialyear 2023-24	NA

Annual Report 2023-24 | 55

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Shareholding in 3M India Limited including shareholdingas a benefcial owner	Nil
Expertise in specifc functional areas	Mergers and Acquisitions, Finance and General Management of Business
Last Remuneration drawn as Non- Executive Director	NA
Details of Remuneration sought to bepaid	NA
List of Directorships held in other companies	Nil
Resignation from the directorship of the listed companies in thepast threeyears	Nil
Memberships / Chairmanships of Committees of Boards in Companies (Including3M India Limited)	Nil
Disclosure of relationships between Directors/KMP inter-se	Nil

NOTES TO E-AGM NOTICE:

1. Pursuant to General Circular nos. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, Circular No. 02/2021 dated January 13, 2021, General Circular No. 02/2022 dated May 5, 2022, General Circular 10/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (MCA) (collectively “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide its Circular No. SEBI/HO/ CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/ HO/ CFD/CMD2/CIR/P/2021/11 dated January 15, 2021,Circular No. SEBI/ HO/ CFD/CMD2/CIR/P/2022/62 on May 13, 2022 and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and Circular SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 issued by the Securities and Exchange Board of India (collectively referred to as ‘SEBI Circulars’) permitted the holding of the Annual General Meeting (‘AGM’) through VC/OAVM, without the physical presence of the Members. In compliance with the provisions of the Companies Act, 2013 (‘the Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Listing Regulations’), MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC/ OAVM which does not require physical presence of Members at a common venue. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the AGM.

2. As per the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Pursuant to the Circulars, the facility to appoint proxy to attend and cast vote for the Members is not available for this AGM. However, the Bodies Corporate are entitled to appoint authorised representatives to attend the AGM through VC/OAVM, participate thereat and cast their votes through e-voting. Since this AGM is being held pursuant to the above MCA Circulars through VC/ OAVM, physical attendance of Members has been dispensed with. The Proxy Form and Attendance Slip are not annexed to this Notice.

3. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. Explanatory Statement pursuant to Section 102 of the Act in respect of Special Business is annexed hereto.

5. The Shares of the Company are mandated by Securities and Exchange Board of India for trading in dematerialised form by all investors. Members holding Shares in physical form are advised to dematerialise their Shares to avoid the risks associated with the physical holding of such Share Certificates.

6. The Registrar and Transfer Agent: KFin Technologies Limited, KFinTech Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serlingampally Mandal, Gachibowli, Hyderabad – 500 032 is handling registry work in respect of Shares held both in physical form and in electronic/ demat form.

7. In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are

56 | 3M India Limited

Corporate Overview Statutory Reports Financial Statements

• registered with the Company/ Depositories. The Company shall send physical copy of the Annual Report for FY 23-24 to those members who request for the same at investorhelpdesk.in@mmm.com and rajeev. kr@kfintech.com mentioning their Folio No./DP ID and Client ID. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website at https:/www.3mindia.in/3M/ en_ IN/ company-in/about-3m/financial- facts-local, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively and NSDL at https:/www.evoting.nsdl.com.

• Members may refer to additional information on Directors recommended for appointment/ re-appointment under the provisions of Listing Regulations.

• Members holding Shares in electronic form are requested to register their e-mail addresses with their respective Depository Participants and Members holding Shares in Physical form are requested to register their e-mail address with the Company’s Registrar and Transfer Agents and participate in the “Green initiative” launched by the Ministry of Corporate Affairs in future. As per rule 3 of the Companies (Management & Administration) Rules, 2014, Registers of Members of all the Companies now should have additional details pertaining to e-mail, PAN/ CIN, UID, Occupation, Status, Nationality. The Company seeks from all the Members of the Company to update their details with their respective Depository Participants in case of Shares held in electronic form and with the Company’s Registrar and Transfer Agents in the case of physical holding immediately.

• Members holding Shares in physical form are requested to notify to the Company’s Registrar and Transfer Agent of any change in their address and update their Bank account details. Members holding Shares in electronic form are requested to notify any change of address and update bank account details to their respective Depository Participants directly.

• Pursuant to Section 72 of the Act, Shareholders holding Shares in physical form may file nomination in the prescribed Form SH- 13 with the Company’s Registrar and Transfer Agent. In respect of Shares held in electronic/ demat form, the nomination form may be filed with the respective Depository Participant.

• Electronic copy of the Notice of the 37[th] Annual General Meeting of the Company inter-alia indicating

the process and manner of e-voting is being sent only to all the Members whose email IDs are registered with the Company/ Depository Participants(s) for communication purposes.

1. e-AGM: The Company has appointed National Securities Depository Limited (NSDL), to provide VC/ OAVM facility for the AGM and the attendant enablers for conducting of the e-AGM.

2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

3. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations (as amended) and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a member using remote e-Voting system as well as voting on the day of the AGM will be provided by NSDL.

4. The Company has appointed Mr. Vijayakrishna K.T, Company Secretary in practice (C.P. No. 980, Membership No. FCS 1788), who in the opinion of the Board is a duly qualified person, as Scrutiniser who will collate the electronic voting process in a fair and transparent manner, provided that the Scrutiniser so appointed may take assistance of a person who is not in employment of the Company and who is wellversed with the electronic voting system.

17. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING e-AGM ARE AS UNDER:

The remote e-voting period begins at 9.00 am (IST) on Sunday, August 4, 2024 and ends at 5.00 pm IST on Tuesday, August 6, 2024 . The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, July 31, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up Equity Share Capital of the Company as on the cut-off date, being Wednesday, July 31, 2024.

Annual Report 2023-24 | 57

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How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
----- End of picture text -----

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected toe-Voting website of NSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

58 | 3M India Limited

Corporate Overview Statutory Reports Financial Statements

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Type of shareholders Login Method
Individual Shareholders holding securities in 1. Users who have opted for CDSL Easi / Easiest facility, can
demat mode with CDSL login through their existing user id and password. Option will
be made available to reach e-Voting page without any further
authentication. The users to login Easi /Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is
in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so that the
user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register
is available at CDSL website www.cdslindia.com and click on
login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system
will authenticate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option
where the evoting is in progress and also able to directly access
the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in You can also login using the login credentials of your demat account
demat mode) login through their depository through your Depository Participant registered with NSDL/CDSL for
participants e-Voting facility. Upon logging in, you will be able to see e-Voting
option. Click on e-Voting option, you will be redirected to NSDL/
CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

	Login type	Helpdesk details
Individual Shareholders holding securities in		Members facing any technical issue in login can contact NSDL
demat mode with NSDL		helpdesk by sending a request atevoting@nsdl.com or call at
		022 - 4886 7000
Individual Shareholders holding securities in		Members facing any technical issue in login can contact CDSL
demat mode with CDSL		helpdesk by sending a request athelpdesk.evoting@cdslindia.com
		or contact at toll free no. 1800 22 55 33

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B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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----- Start of picture text -----

Manner of holding shares i.e. Demat (NSDL
Your User ID is:
or CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 129235 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

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Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser by e-mail to Mr. Vijayakrishna K.T. at vijaykt@vjkt.in with a copy marked to evoting@nsdl.com. Institutional shareholders (other than Individuals, HUF, NRI, etc.,) can also upload their Board Resolution/Power of Attorney/Authority letter etc., by clicking on “Upload Board Resolution/Authority Letter” displayed under ‘e-voting’ tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl. com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call at 02248867000 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the Resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investorhelpdesk.in@mmm.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) to investorhelpdesk.in@mmm.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

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1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “ VC/OAVM link ” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Members questions prior to e-AGM : Shareholders who desire to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investorhelpdesk.in@mmm.com till 5.00 pm (IST) on Friday August 2, 2024 . The same will be replied by the Company suitably at the AGM. Please note that only those Members who continue to hold shares as of cut-off date as on Wednesday, July 31, 2024 will be entitled to this facility. As the AGM is being conducted through VC/OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to express their views/send their queries in advance mentioning their name demat account number/folio number, email id, mobile number at investorhelpdesk.in@mmm.com. Questions/ queries received by the Company till 5.00 pm IST on Monday, August 5, 2024 shall only be considered and responded during the AGM.

6. Speaker Registration for e-AGM : Members who would seek to express their views or ask questions during the AGM may register themselves as a speaker by using the login method explained at note no. 1A i.e, under the sub head “Step 1: Access to

NSDL e-Voting system” till 5.00 pm (IST) on Friday, August 2, 2024. After successful login, Members will be able to register themselves as a speaker shareholder by clicking on the link available against the EVEN of 3M India Limited. Members may also send request for speaker registration to email ID investorhelpdesk. in@mmm.com.

OTHER IMPORTANT GENERAL INSTRUCTIONS:

• (a) The Company urges Members to support 3M’s commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective depository participants and members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, KFin Technologies Limited at einward. ris@kfintech. com to receive copies of the Annual Report 2023-24 in electronic mode. Members may follow the process detailed below for registration of email ID to obtain the Annual Report.

• (b) Members may note that the VC/OAVM Facility, provided by NSDL, has capacity to allow participation of at least 1,000 Members on a first-come first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the 37[th] AGM without any restriction on account of first-come first-served principle.

• (c) Pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations and Secretarial Standards on General Meetings (SS2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide the facility to Members to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Wednesday, July 31, 2024 are entitled to vote on the Resolutions set forth in this Notice. The remote e-voting period will commence at 9.00 am (IST) on Sunday, August 4, 2024 and ends at 5.00 pm IST on Tuesday, August 6, 2024 . It is hereby clarified that it is not mandatory for a Member to vote using the remote e-voting facility and a Member may avail of the facility at his/ her/its discretion, subject to compliance with the instructions prescribed in the notes. The Company has engaged the services of NSDL for facilitating remote e-voting for the Annual General Meeting. The Members desiring to vote through remote e-voting

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mode may refer to the detailed procedure on e-voting provided in the notes.

• (d) Once the vote on the Resolution is cast by the Shareholder, he shall not be allowed to change it subsequently.

• (e) The voting rights of the Shareholders shall be in proportion to their Shares of the Paid-up Equity Share Capital of the Company as on the cut-off date i.e. Wednesday, July 31, 2024.

• (f) The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Wednesday, July 31, 2024, are entitled to vote on the Resolutions set forth in this Notice.

• (g) Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes Member of the Company after the notice is sent through e-mail and holding shares as of the cut- off date i.e. Wednesday, July 31, 2024, may obtain the login ID and password by sending a request at evoting@nsdl.com. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on 022-48867000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Wednesday, July 31, 2024 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.

• (h) A Member may participate in the AGM through VC/ OAVM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

• (i) The Scrutiniser shall, within 2 (two) working days of the conclusion of the e-voting period unblock the votes in the presence of at least two witnesses not in the employment of the Company and submit a Scrutiniser’s Report of the votes cast in favour or against, if any, forthwith to the Chairman or designated Director or Key Managerial Personnel of the Company.

• (j) The Results shall be declared within 2 (two) working days from the date of AGM. The results declared along with the Report of the Scrutiniser shall be placed on the website of the Company https:/www.3mindia.in/3M/ en_IN/company-in/about-3m/financial- facts-local/ and on NSDL immediately after the result is declared by the Chairman (or a person authorised by him). The Company shall, simultaneously, forward the results to the Stock Exchanges where the Shares are listed.

• (k) In case of joint Shareholders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

• (l) Institutional members (i.e., other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc., to the Scrutiniser through e-mail at vijaykt@vjkt.in. File naming convention should be ‘Corporate Name’. The documents should reach the Scrutiniser on or before the close of working hours on Tuesday, August 6, 2024.

Webcast facility:

The Company is pleased to provide the facility of live webcast of the proceedings of AGM. Members who are entitled to participate in the AGM can view the proceeding of AGM at www.evoting.nsdl.com using their secure login credentials. Members are encouraged to use this facility of webcast.

Members who need assistance before or during the AGM, can contact Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.com or call 022-48867000.

Procedure for Inspection of documents:

The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act and all the documents referred to in the accompanying Notice and Explanatory Statements will be available electronically for inspection by the Members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of AGM, i.e. August 7, 2024. Members seeking to inspect such documents can send an email to investorhelpdesk.in@mmm.com.

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