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3M India Ltd. — Proxy Solicitation & Information Statement 2026
Feb 24, 2026
61423_rns_2026-02-24_680364c0-6d32-48bf-bd28-7993812608c5.pdf
Proxy Solicitation & Information Statement
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3M India Limited
5[th] Floor Marksquare 61, St Marks Road Bengaluru 560001, India Tel: +91 80 22231414 www.3M.com/in
Corporate Relationship Department BSE Limited 1st Floor, New Trading Ring, Rotunda Building P.J. Towers, Dalal Street, Fort Mumbai - 400 001 Scrip Code - 523395
February 24, 2026
The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra – Kurla Complex Bandra (E), Mumbai – 400 051 Scrip Code – 3MINDIA
Dear Sirs,
Sub: Intimation under Regulation 30 of the SEBI (LODR) Regulations. 2015 - Postal Ballot Notice.
This is to inform you that the Postal Ballot Notice dated February 12, 2026 is being sent to all the Members of the Company whose names appear in the Register of Members/list of Beneficial Owners as on Friday, February 13, 2026, being the cut-off date for sending Postal Ballot Notice to the Members who are entitled for e-voting. Enclosed herewith is the copy of the Postal Ballot Notice for your information and records.
Kindly note the calendar of main events for the Postal Ballot as under:
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Cutoff date/Benpos date for sending Notice to Members: February 13, 2026 (Friday).
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E-voting period starts on: February 25, 2026 (Wednesday).
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E-voting period ends on: March 26, 2026 (Thursday).
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Scrutinizer’s Report and date of declaration of results of the Postal Ballot: on or before March 28, 2026 (Saturday) .
Kindly bring this to the notice of the members of the Exchange.
Thanking you
Yours faithfully
For 3M India Limited
Digitally signed by PRATAP PRATAP RUDRA RUDRA BHUVANAGIRI BHUVANAGIRI Date: 2026.02.24 19:40:38 +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 Email: [email protected]
Notice
3M INDIA LIMITED
CIN: L31300KA1987PLC013543 Registered Office: Plot Nos. 48-51, Electronic City, Hosur Road, Bengaluru – 560100 Corporate Office: 5[th] Floor, Marksquare, 61, St Marks Road, Bengaluru – 560001 Phone: 080-22231414, Email: [email protected], Website: www.3mindia.in
POSTAL BALLOT NOTICE
Dear Members,
Notice is hereby given that the resolutions set out below are proposed to be passed by the Members of 3M India Limited ( “the Company” ) by means of Postal Ballot, only by way of remote e-voting process ( “e-voting” ), pursuant to Section 110 of the Companies Act, 2013 ( “the Act” ), Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “the Rules” ) and other applicable provisions of the Act and the Rules, General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025, and other Circulars issued by the Ministry of Corporate Affairs ( “MCA Circulars” ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), Secretarial Standard on General Meetings ( “SS-2” ) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time). This Notice is accordingly being sent through email to all the Members who have registered their email addresses with the Company or with depository / depository participants and the physical Notice (along with postal ballot forms) and pre-paid business envelope will not be sent to the Members. The communication of assent / dissent of the Members will take place only through the remote e-voting system.
The proposed resolutions and explanatory statement pertaining to the said resolutions setting out all material facts concerning thereto as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars are appended below seeking consent of the Members of the Company through Postal Ballot/ e-voting.
The Company has engaged the services of KFin Technologies Limited ( “KFin” ) for facilitating e-voting in order to enable the Members to cast their votes electronically. You are requested to carefully read the instructions in this Postal Ballot Notice and record your assent ( FOR ) or dissent ( AGAINST ) through the remote e-voting process not later than 5:00 P.M. IST on March 26, 2026, failing which it will be strictly considered that no reply has been received from the Member.
The Company has, in compliance with Rule 22(5) of the Rules, appointed Mr. Vijayakrishna K. T, Company Secretary in Practice (C.P. No. 980, Membership No. FCS 1788) as ‘Scrutinizer’ to scrutinize the Postal Ballot process in a fair and transparent manner. Mr. Vijayakrishna K. T has consented to act as the Scrutinizer for this Postal Ballot process. After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairperson of the Company, or a person authorised by the Chairperson. The result of the Postal Ballot will be announced within 2 (two) working days. The result of the Postal Ballot will be announced on or before March 28, 2026 and will be displayed at the Company’s website https:// www.3mindia.in/3M/en_IN/company-in/about-3m/financial-facts-local/, besides communicating to the stock exchanges and depositories. The Company will also display the results of the Postal Ballot at its Registered Office. The last date for receipt of votes vide e-voting i.e March 26, 2026 shall be deemed to be the date of passing of the resolution, if passed by requisite majority in accordance with SS-2 on General Meetings.
The resolutions proposed to be passed through Postal Ballot through e-voting together with the Explanatory Statement setting out the material facts are as follows:
SPECIAL BUSINESS:
Item No. 1: Appointment of Mr. Dwarakanath Ranganath Mavinakere (DIN: 07565125) 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. Dwarakanath Ranganath Mavinakere (DIN: 07565125), who was appointed as an Additional Director of the Company w.e.f. February 2, 2026 by the Board of Directors, based on recommendations of the Nomination & Remuneration Committee, and who holds office for a period of three months from the date of his appointment by the Board or the date of the next General Meeting, whichever is earlier, in terms of Section 161 (1) 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 February 2, 2026 to February 1, 2031, not liable to retire by rotation.
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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. Dwarakanath Ranganath Mavinakere 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.”
Item No. 2: Appointment of Mr. Aseem Kuldip Joshi (DIN: 07504624) as a Director of the Company.
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“ RESOLVED THAT Mr. Aseem Kuldip Joshi (DIN: 07504624), who was appointed as an Additional Director of the Company with effect from April 1, 2026 and whose appointment has been recommended by the Nomination and Remuneration Committee and approved by the Board of Directors at their Meetings held on February 12, 2026, for consideration by the Members under Section 161(1) of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or amendments or re-enactments thereof) and the Articles of Association of the Company and who holds office for a period of three months from the date of his appointment by the Board or the date of the next General Meeting, whichever is earlier, be and is hereby appointed as a Director of the Company, not 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.”
Item No. 3: Appointment of Mr. Aseem Kuldip Joshi (DIN: 07504624) as Managing Director of the Company and payment of remuneration.
To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:
“ RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment(s), statutory modification(s) or re-enactment(s) thereof, and subject to the requisite approval of the Central Government, as may be necessary, approval of the Members of the Company be and is hereby accorded for the appointment of Mr. Aseem Kuldip Joshi (DIN: 07504624) as a Managing Director of the Company, for a period of 5 (five) years from April 1, 2026 to March 31, 2031, not liable to retire by rotation, on such terms and conditions including remuneration as set out in the Explanatory Statement pursuant to Section 102(1) of the Act, annexed to this Postal Ballot Notice.
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee(s) constituted or to be constituted by the Board to exercise the powers conferred on the Board by this Resolution) shall, in accordance with the statutory limits / approvals as may be applicable under the Companies Act 2013, be at full liberty to modify / amend the terms and conditions of the said appointment and remuneration, from time to time, as it may deem fit and to take such steps and do and perform all such acts, deeds, matters and things as may be considered necessary, proper or expedient to give effect to this resolution.”
Item No. 4 : 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, the details of which are provided in the Explanatory Statement to this Postal Ballot Notice, 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 ` 576 crores (Rupees Five Hundred Seventy Six Crores) for the Financial Year 2026-27 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.”
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Item No. 5: Approval for payment of Royalty to 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 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 Royalty by the Company to 3M Company, USA, being a related party, for an amount not exceeding ` 110 crores (Rupees One Hundred and Ten Crores), for the Financial Year 2026-27, 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.”
Item No. 6: 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 modification(s) or re-enactment(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, the details of which are provided in the Explanatory Statement to this Postal Ballot Notice, 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 ` 623 crores (Rupees Six Hundred and Twenty Three Crores) for the Financial Year 2026-27, 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.”
Registered Office: Plot Nos. 48-51, Electronic City, Hosur Road, Bengaluru – 560100 Place: Bengaluru Date: February 12, 2026
By order of the Board For 3M India Limited
Pratap Rudra Bhuvanagiri Company Secretary (A22297)
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EXPLANATORY STATEMENT
(Pursuant to Sections 102(1) and 110 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Amended)
The following Explanatory Statement is furnished in respect of Special Business of the Postal Ballot Notice:
Item No.1:
Based on the recommendations of the Nomination and Remuneration Committee, the Board at its Meeting held on November 3, 2025 appointed Mr. Dwarakanath Ranganath Mavinakere (DIN: 07565125) (“MD Ranganath”) as an Additional Director of the Company (categorised as Non-Executive and Independent Director), with effect from February 2, 2026 to hold office for 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. Mr. MD Ranganath has over 34 years of leadership experience across global IT services and financial services. He is Chairman of Catamaran Ventures, which manages assets spanning private equity, public markets and fixed income.
He served as Chief Financial Officer of Infosys Ltd (NYSE: INFY) until November 2018. During his two-decade long tenure at Infosys, he played an integral part in the company’s growth and transformation, leading diverse functions including Strategy, Finance, M&A, Consulting, Risk Management and Corporate Planning. He worked closely with the Board of Infosys and its Committees in formulating and executing its strategic priorities. As CFO, he played a key role in formulating and executing the industry leading capital allocation policy of Infosys that significantly enhanced shareholder returns. He was twice recognized as Best CFO Asia Technology Sector by Institutional Investor magazine (2017, 2018), based on votes from global buy-side and sell-side professionals. Prior to Infosys, Mr. MD Ranganath worked at ICICI Ltd and executed leadership responsibilities in corporate credit, treasury, equity portfolio management and corporate planning. Mr. MD Ranganath is an independent director on the boards of HDFC Bank, HDFC Pension Fund Management Ltd, Women’s World Banking and is a member of governing board IIM, Bangalore. He chairs the Audit Committee of HDFC Bank. He is also a member of CII Corporate Governance Council and GIFT City Advisory Committee on Funds Management.
Mr. MD Ranganath 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. MD Ranganath 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 SEBI or any other authority.
Mr. MD Ranganath’s appointment for the position of Independent Director of the Company was considered 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. MD Ranganath’s overall profile and the strong skills sets in strategy and execution, technology and IT, corporate governance, risk management, and finance were taken into consideration amongst the various factors supporting the recommendation. The appointment process also included personal interviews / 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. MD Ranganath fulfills the conditions of appointment as an Independent Director as specified in the Companies Act, 2013, rules made thereunder 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.
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.
Copy of the draft letter of appointment setting out the terms and conditions is 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. MD Ranganath as an Independent Director of the Company is included in this Postal Ballot Notice at Item No. 1.
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None of the Directors or Key Managerial Personnel of the Company and their relatives except Mr. MD Ranganath 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. 1 of the Notice, for the approval of the Members of the Company.
Information Pertaining to Directors seeking appointment as mentioned under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards:
| Name of the Director | Dwarakanath Ranganath Mavinakere |
|---|---|
| Director Identifcation Number | 07565125 |
| Category | Non-Executive and Independent Director |
| Nationality | Indian |
| Date of Birth and Age | January11,1962(64years) |
| Date of frst appointment on the Board | February2,2026 |
| Qualifcations | PGDM, Indian Institute of Management,Ahmedabad MTech, Indian Institute of Technology, Madras, B.E.,Universityof Mysore,Member - CPA Australia |
| Brief Profle includingexpertise and experience | Refer ExplanatoryNotes |
| No. of Board Meetings attended | Attended 1 (one) Meeting of the Board of Directors held on February 12,2026 |
| Shareholding in 3M India Limited including shareholdingas a benefcial owner |
Nil |
| Directorships held in other Public Limited Companies |
• HDFC Bank Limited • HDFC Pension Fund Management Limited |
| Resignation from the directorship of the listed companies in thepast threeyears |
Nil |
| Memberships / Chairmanships of Committees of Boards in other companies |
• HDFC Bank Limited - Audit Committee (Chairperson), Nomination and Remuneration Committee (Member) and Risk Management Committee (Member) • HDFC Pension Fund Management Limited - Audit Committee (Member) |
| Remuneration last drawn | NA - since it is proposed to appoint Mr. MD Ranganath as Independent Director for his frst term on the Company's Board. |
| Remuneration sought to be paid | Sitting fees and Commission as approved by the Board and within the limits of the applicable laws. |
| Disclosure of relationships between Directors/ KMP inter-se |
Not related to any of the Directors/KMP of the Company |
Item No. 2 & 3:
Based on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on February 12, 2026 approved the appointment of Mr. Aseem Kuldip Joshi (DIN: 07504624) as an Additional Director with effect from April 1, 2026, to hold office for a period of 3 (three) months or the next General Meeting, whichever is earlier. The Board had further approved his appointment as a Managing Director (categorised as Executive Director) for the period of 5 (five) years i.e. from April 1, 2026 to March 31, 2031, subject to the approval of the Members of the Company and Central Government, as applicable.
Mr. Aseem Kuldip Joshi was appointed as President and Managing Director (Designate) of the Company effective October 13, 2025. He brings over 26 years of experience across engineering, consulting, business development and leadership roles in organisations such as IBM, McKinsey, Eaton and Honeywell and most recently served as CEO, India Business, at GMM Pfaudler Ltd (2021–2025). He holds a bachelor’s degree in Mechanical Engineering from the University of Pune, an MS in Industrial and Systems Engineering from Virginia Tech, USA, and an MBA from INSEAD, Fontainebleau, France.
Mr. Aseem Kuldip Joshi has given his consent to act as a Managing Director of the Company and has confirmed that he is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any such regulatory authority(ies)
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and he is not disqualified from being appointed as a Director in terms of Section 164 of the Act and satisfies the conditions set out in Part 1 of Schedule V and Section 196 (3) of the Act for his appointment as Managing Director.
Given Mr. Aseem Kuldip Joshi’s extensive and diverse experience, as well as his knowledge and expertise relevant to the Company, the Board of Directors believe that his services are essential for the smooth and efficient functioning of the Company. In the opinion of the Board, his appointment is in the best interest of the Company.
The approval of the Members is being sought for the appointment and for the terms and conditions for the appointment of Mr. Aseem Kuldip Joshi as a Managing Director of the Company and the remuneration payable to him. The terms and conditions fixed by the Board of Directors at its Meeting held on February 12, 2026 are keeping in line with the remuneration that is necessary to encourage good professional managers with a sound career record to important positions as that of a Managing Director.
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.
A copy of the letter of appointment as Managing Director setting out the terms and conditions of his appointment is available for inspection by the Members at the Registered Office of the Company till last date for voting.
The main terms of appointment and remuneration as contained in the agreement are given below:
Period of Appointment: 5 years from April 1, 2026 to March 31, 2031 (both days inclusive).
Salary including allowances and Incentives (excluding perquisites): Not exceeding ` 45 lakhs per month, subject to such modifications / revisions as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, from time to time, and at anytime not exceeding the limits set out in the Companies Act, 2013.
Perquisites: In addition to the Salary including allowances and incentives mentioned above, he shall be entitled to all the perquisites in accordance with the rules of the Company as applicable to senior managers, which shall be taxed as per the Income Tax Act, 1961, wherever applicable and in the absence of any provisions in the said Act, shall be valued at actuals, including perquisites as mentioned below -
Personal Accident Insurance: In accordance with the rules of the Company as applicable to the senior managers.
Club Fees: In accordance with the rules of the Company as applicable to the senior managers.
Provident Fund: Contribution to Provident Fund in accordance with the rules of the Company as applicable to the senior managers, to the extent such contributions, either singly or put together are not taxable under the Income Tax Act, 1961.
Gratuity: In accordance with the rules of the Company as applicable to the senior managers.
Minimum Remuneration: Where in any financial year during the currency of the tenure of Mr. Aseem Kuldip Joshi, the Company incurs a loss or its profits are inadequate, the Company subject to the approval of Central Government, if any, and in compliance with applicable provisions of the Companies Act, 2013 pay the remuneration as stated above.
The Contract of service of Mr. Aseem Kuldip Joshi is terminable with a notice period of 90 days on either side. No sitting fees shall be paid for attending the meetings of the Board of Directors or Committees thereof.
Mr. Aseem Kuldip Joshi shall be eligible for Restricted Stock Units, Stock Appreciation Unit Plans, Stock Options, Performance Shares, or other equity-linked benefits granted from time to time by the Parent Company, 3M Company USA. While such grants are at the discretion of the Parent Company, any payout will be subject to review by the Company’s Nomination and Remuneration Committee and approval by the Board of Directors, ensuring appropriate governance oversight.
The Board of Directors recommend the Ordinary Resolutions as set out at Item No.2 and 3 of this Postal Ballot Notice for approval by the Members of the Company.
None of the Directors and/or Key Managerial Personnel or their relatives, except Mr. Aseem Kuldip Joshi, may be deemed to be concerned or interested, directly or indirectly, in the proposed resolutions.
Information Pertaining to Directors seeking appointment as mentioned under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards:
| Name of the Director | Aseem KuldipJoshi |
|---|---|
| Director Identifcation Number | 07504624 |
| Category | ManagingDirector |
| Nationality | USA |
| Date of Birth and Age | October 21, 1976 (49years) |
| Date of frst appointment on the Board | April 1,2026 |
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| Qualifcations | Bachelor’s degree in Mechanical Engineering from the University of Pune, India, an MS in Industrial and Systems Engineering from Virginia Tech, USA, and an MBA from INSEAD,Fontainebleau,France |
|---|---|
| Brief Profle includingexpertise and experience | Refer ExplanatoryNotes |
| No. of Board Meetings attended | NA |
| Shareholding in 3M India Limited including shareholdingas a benefcial owner |
Nil |
| Directorships held in other Public Limited Companies | Nil |
| Resignation from the directorship of the listed companies in thepast threeyears |
Nil |
| Memberships / Chairmanships of Committees of Boards in other companies |
Nil |
| Remuneration last drawn | `1.93 Crores (From October 13,2025 to Jan 31,2026) |
| Remuneration sought to be paid | Not exceeding`45 lakhs per month and at any time not exceedingthe limits set bythe Companies Act,2013. |
| Disclosure of relationships between Directors/KMP inter-se |
Not related to any of the Directors/KMP of the Company |
Item No. 4, 5 and 6:
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 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.
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 recall that at the 37[th] Annual General Meeting (“AGM”) in 2024, approval was granted for material related party transactions with 3M Company, USA and 3M Innovation Singapore Pte Ltd up to the 38[th] AGM in August 2025. Thereafter, at the AGM held on August 26, 2025, only the transactions with 3M Company, USA were considered Material and were proposed for approval and approved by the members. For FY 2026–27, transactions with 3M Innovation Singapore Pte.Ltd.are estimated to be Material and will therefore require prior approval from the Members, and accordingly, this Postal Ballot Notice seeks such approval in advance. To align future approvals and simplify review and reporting, approval is also being sought for Material Related Party Transactions for FY 2026-27 with 3M Company, USA, through this Postal Ballot Notice. All earlier AGM approvals remain valid for their respective approved periods.
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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.
SEBI vide its Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, (‘Circular’) has mandated listed companies to follow Industry Standards on ‘Minimum Information to be provided to the Audit Committee and Members for approval of Related Party Transactions’ (‘RPTs’) (‘ISF Note’). The ISF Note prescribes information to be provided for review by the Audit Committee and Members for approval of material RPTs.
The Management of the Company has provided the Audit Committee with the relevant details as required under the ISF Note and after considering the same, the Audit Committee has granted approval for entering into RPTs with 3M Company, USA and 3M Innovation Singapore Pte Ltd, to be entered during FY 2026-27 upto the aggregate values as set out in the proposal below. The Audit Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business of the Company.
The Members may note that in terms of the provisions of the Listing Regulations, the related parties as defined thereunder whether such related party(ies) is a party to the aforesaid transactions or not, shall not vote to approve resolutions under Item No. 4,5 & 6 of this Postal Ballot Notice.
None of the Directors or the Key Managerial Personnel of the Company or their relatives may be deemed to be concerned or interested, directly or indirectly, in the resolutions set out at Items No. 4, 5 and 6 of this Postal Ballot Notice. It may be noted that the Non-Executive Directors - Ms. Kong Sau Wei Elizabeth and Ms. Jung Hyun Kim are employees of the 3M Group.
Minimum information of the proposed RPT with 3M Company, USA
==> picture [498 x 280] intentionally omitted <==
----- Start of picture text -----
S.No. Description as per ISF Notes Information provided by the management
A(1). Basic details of the related party
1. Name of the related party 3M Company
2. Country of incorporation of the related party USA
3. Nature of business of the related party Diversified technology company with a global
presence in Safety and Industrial, Transportation
& Electronics and Consumer segments
A(2). Relationship and ownership of the related party
1. Relationship between the listed entity/subsidiary (in case of 3M Company, USA is the Promoter of 3M India
transaction involving the subsidiary) and the related party- Limited.
including nature of its concern (financial or otherwise) and the
following:
• Shareholding of the listed entity/ subsidiary (in case of
transaction involving the subsidiary), whether direct or Nil
indirect, in the related party.
• Where the related party is a partnership firm or a sole
proprietorship concern or a body corporate without share
capital, then capital contribution, if any, made by the No
listed entity/ subsidiary (in case of transaction involving the
subsidiary).
• Shareholding of the related party, whether direct or 3M Company,USA holds 8,448,802 equity
indirect, in the listed entity/ subsidiary (in case of shares representing 75% of the shareholding in
transaction involving the subsidiary). 3M India Limited.
----- End of picture text -----
| A(3). Details ofprevious transactions with the relatedparty | A(3). Details ofprevious transactions with the relatedparty | ||||
|---|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last fnancial |
**S.No. ** | Nature of Transactions | FY 2024-25 (`Crores) |
|
| year. | 1 | Sale ofproducts | 9 | ||
| Explanation: Details need to be disclosed separately for listed | 2 | Income from contract | 22 | ||
| entity and its subsidiary. | research | ||||
| 3 | Income from management | 9 | |||
| support services | |||||
| 4 | Royalty | 75 | |||
| 5 | Purchase ofgoods | 461 | |||
| Total | 576 |
8
Notice
|2.|Total amount of all the transactions undertaken by the listed
entity or subsidiary with the related party in the current fnancial
year up to the quarter immediately preceding the quarter in
which the approval is sought.|366 Crores<br>(April 1, 2025 to December 31, 2025)|366 Crores
(April 1, 2025 to December 31, 2025)|
|---|---|---|---|
|3.|Any default, if any, made by a related party concerning any
obligation undertaken by it under a transaction or arrangement
entered into with the listed entity or its subsidiary during the last
fnancialyear.|None||
|A(4). Amount of theproposed transaction(s)||||
|1.|Amount of the proposed transactions being placed for approval
in the meetingof the Audit Committee/shareholders.|Not exceeding in aggregate686 Crores<br>(April 1,2026 to March 31,2027)||
|2.|Whether the proposed transactions taken together with the<br>transactions undertaken with the related party during the<br>current fnancial year would render the proposed transaction<br>a material RPT?|Transactions proposed to be undertaken for the<br>FY 2026-27 i.e. from April 1, 2026 to March<br>31,2027 is expected to be Material RPT.||
|3.|Value of the proposed transactions as a percentage of the<br>listed entity’s annual consolidated turnover for the immediately<br>precedingfnancialyear.|15.43 %<br>(FY 2024-25)||
|4.|Value of the proposed transactions as a percentage of subsidiary’s<br>annual standalone turnover for the immediately preceding<br>fnancial year (in case of a transaction involving the subsidiary,<br>and where the listed entityis not apartyto the transaction).|NA||
|5.|Value of the proposed transactions as a percentage of the related<br>party’s annual consolidated turnover (if consolidated turnover is<br>not available, calculation to be made on standalone turnover of<br>related party) for the immediately preceding fnancial year, if<br>available.|0.31%||
|6.|Financial performance of the related party for the immediately<br>preceding fnancial year:<br>_Explanations:_<br>_The above information is to be given on standalone basis. If_<br>_standalone is not available, provide on consolidated basis._|Particulars<br>Turnover|FY: Jan to Dec 2025<br>(Consolidated) *<br>(Crores)|
||||223,908|
|||Proft After Tax|29,169|
|||Net worth|42,604|
|*USD to INR conversion based on the rates as at December 31, 2025||||
|A(5). Basic details of theproposed transaction||||
|1.|Specifc type of the proposed transaction (e.g. sale of goods/
services, purchase of goods/services, giving loan, borrowing
etc.)|Sale of Goods and Services, Purchase of
Goods, Recharge of Expenses, Purchase of
Capital Goods and Royalty.||
|2.|Details of each type of theproposed transaction|Refer table in the following page||
|3.|Tenure of the proposed transaction (tenure in number of years
or months to be specifed)|1 year
(April 1,2026 to March 31,2027)||
|4.|Whether omnibus approval is beingsought?|Yes||
|5.|Value of the proposed transaction during a fnancial year.
If the proposed transaction will be executed over more than one
fnancialyear, provide estimated break-upfnancialyear-wise.|Refer table in the following page||
|6.|Justifcation as to why the RPTs proposed to be entered into are
in the interest of the listed entity.|Refer Note 1 at page no. 14||
|7.|Details of the promoter(s)/ director(s) / key managerial
personnel of the listed entity who have interest in the
transaction, whether directly or indirectly.
Explanation: Indirect interest shall mean interest held through
any person over which an individual has control.
a.
Name of the director / KMP
b. Shareholding of the director / KMP, whether direct or
indirect,in the relatedparty|3M Company, USA is the Promoter of 3M India
Limited.
Non-Executive Directors on the Board of
3M India Limited viz., Ms. Kong Sau Wei
Elizabeth and Ms. Jung Hyun Kim are
employees of the 3M Group.||
|8.|A copy of the valuation or other external party report, if any,
shall beplaced before the Audit Committee.|NA||
|9.|Other information relevant for decision making.|None||
9
Notice
(` Crores)
==> picture [498 x 52] intentionally omitted <==
----- Start of picture text -----
Disclosure with respect to point A(5) 1, 2 & 5 above
Purchase
Specific type of Sale of Sale of Purchase Recharge of Recharge of
of capital Royalty
transaction Goods Services of Goods Expenses out Expenses in
Goods
----- End of picture text -----
| Disclosure with respect topoint A(5) 1, 2 & 5 above | Disclosure with respect topoint A(5) 1, 2 & 5 above | Disclosure with respect topoint A(5) 1, 2 & 5 above | Disclosure with respect topoint A(5) 1, 2 & 5 above | Disclosure with respect topoint A(5) 1, 2 & 5 above | Disclosure with respect topoint A(5) 1, 2 & 5 above | Disclosure with respect topoint A(5) 1, 2 & 5 above | Disclosure with respect topoint A(5) 1, 2 & 5 above |
|---|---|---|---|---|---|---|---|
| Specifc type of transaction |
Sale of Goods |
Sale of Services |
Purchase of Goods |
Recharge of Expenses out |
Recharge of Expenses in |
Purchase of capital Goods |
Royalty |
| Details of each transaction |
Sale of goods to 3M Company, USA, basis purchase orders |
Income from contract research |
Purchase of goods from 3M Company, USA, basis purchase Orders |
Management Support services income |
Reimburse- ment of expenses |
Purchase of Capital goods from 3M Company, USA basis purchase orders |
3.25% on sale of manufactured goods as per Intellectual Property agreement with 3M Company, USA |
| Value of the proposed transaction during a fnancialyear |
8 | 32 | 506 | 15 | 10 | 5 | 110 |
Note: The approval is being sought for proposed transactions during the financial year - April 1, 2026 to March 31, 2027. The values shown against various categories of the nature of transactions are indicative and may vary inter se. The approval of Members is being sought for the total value of related party transactions specified in the resolution with 3M Company, USA, and transactions will remain within such overall values proposed for approval of the Members. For payment of Royalties for FY 26-27, approval of Members is being sought at Item No. 5 of this Postal Ballot Notice.
B(1). Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| **S.No. ** | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
The materials and components used in the Company’s product portfolio are highly specialised, proprietary, or manufactured only in designated global facilities within the 3M group. Certain products manufactured or sold by 3M India are defned in product specifcations in a way that requires the use of standard materials sourced exclusively from 3M group companies and these materials cannot be procured from external parties. By sourcing directly from its parent or group entities, 3M India ensures access to standardised quality requirements, consistent compliance frameworks and technical know-how that is not available from external suppliers. This further supports integrated global supply-chain planning, enabling timely delivery, seamless coordination and strong alignment with 3M’s worldwide manufacturing and R&D ecosystem. Additionally, sourcing within the 3M group safeguards technical confdentiality, protects proprietary manufacturing processes, and ensures competitive and consistent pricing. The specialised nature of these materials and the concentration of technical capability within designated 3M facilities mean that external suppliers cannot replicate the required specifcations or provide equivalent products. As purchase orders can be issued as needed within this established global framework, the procurement model remains fexible while still benefting from operational alignment and commercial efciency. In view of these factors, seeking external competitive bids is generally not feasible for such materials or fnishedgoods. |
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Notice
==> picture [499 x 38] intentionally omitted <==
----- Start of picture text -----
S.No. Particulars of the information Information provided by the management
2. Basis of determination of price. 3M India procures semi-finished goods from 3M Global
manufacturing locations via 3M affiliate entities. 3M Group
----- End of picture text -----
| S.No. 2. |
Particulars of the information Basis of determination of price. |
Information provided by the management 3M India procures semi-fnished goods from 3M Global manufacturing locations via 3M afliate entities. 3M Group |
|---|---|---|
| has a centralized process for calculating transfer prices called Central Pricing of Inter-Company (CPIC). CPIC is used to determine prices of all goods between intercompany selling and purchasing entities. CPIC uses a combination of information from source of supply and buying entities purchasing from the source of supply to establish contract prices which are determined using a mark-up over the transfer cost (TC), intending to achieve a return which complies with the arm’s length principle. The pricing of fnished goods is based on the principle of arm’s length, relying on the OECD Transfer Pricing Guidelines, and other applicable transfer pricing rules and guidelines to each local country in which 3M operates. |
||
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following: a. Amount of Trade advance b. Amount of Trade advance c. Whether same is self-liquidating? |
NA |
B (7). Disclosure only in case of transactions relating to payment of royalty
| **S.No. ** | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Purpose for which royalty is proposed to be paid to the related party during in the current fnancial years. Note: For companies with a composite license agreement that includes a bundle of intellectual property rights (IPRs) such as brands, patents, technology and know-how, state the key components of such agreements and the reasons royalty attributable to those key components could not be furnished separately. a. For use of brand name / trademark b. For transfer of technology know-how c. For professional fee, corporate management fee or any other fee d. Any other use (specify) |
The Intellectual Property agreement with 3M Company USA allows the Company access and rights to manufacture products using the parent company’s proprietary technologies 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 49 technology platforms, which cover platforms such as adhesives, abrasives, ceramics, nanotechnology and several more. 3M Company, USA and its afliates invested about USD 1.1 Billion in Research and Development in 2024. The consistent investment in R&D over the years helped produce 135,077 patents in the company’s history, and a steady stream of unique products for customers that are accessible to 3M India.The agreement is a composite arrangement that covers patents, trademarks, design rights, domain names, copyrights, proprietary information, and other intellectual property that protect 3M products. The royalty rate is a blended rate representing an average across all of these forms of IP that is calculated based on net sales value and accordingly the Company cannot calculate or provide a breakup of royalty attributable to individual forms of intellectualproperty. |
11
Notice
==> picture [498 x 27] intentionally omitted <==
----- Start of picture text -----
S.No. Particulars of the information Information provided by the management
2. (a). The listed entity may confirm whether the parent As per the agreement, the Company pays 3.25% on the sale
----- End of picture text -----
| S.No. 2. |
Particulars of the information (a). The listed entity may confrm whether the parent |
Information provided by the management As per the agreement, the Company pays 3.25% on the sale |
|---|---|---|
| company charges royalty at a uniform rate from all group companies in other jurisdiction. (b). If No, furnish information below. If royalty is paid to the parent company, disclose royalty received by the parent company from group entities in other jurisdiction: • Minimum rate of royalty charged along with corresponding absolute amount • Maximum rate of royalty charged along with corresponding absolute amount Note: The disclosure shall be made on a gross basis (Cost to the Company), including taxes paid on behalf of the recipient of royalty. |
of Manufactured goods. The Parent Company charges a royalty rate of 7% for most group companies on their sale of products manufactured in their country. The royalty rate paid on sale of manufactured products by 3M India is at the lower end of the range. |
|
| 3. | Sunset Clause for Royalty payment,if any. | Nil |
(C). Additional Disclosure only in case of transactions relating to payment of royalty
|1.|Gross amount of royalty paid by the listed entity or
subsidiary to the related party during each of the
last three fnancial years|Consolidated
(Crores)|Consolidated<br>( Crores)|Consolidated
(` Crores)|
|---|---|---|---|---|
|||FY 2022-23|FY 2023-24|FY 2024-25|
|||60.92|81.43|75.48|
|2.|Purpose for which royalty is proposed to be paid
to the related party during the last three fnancial
years.
Explanation: For companies with a composite
license agreement that includes a bundle of
intellectual property rights (IPRs) such as brands,
patents, technology and know-how, state the key
components of such agreements and the reasons
royalty attributable to those key components could
not be furnished separately.|Refer Sl. No. B (7) 1|||
||a.
Foruse ofbrandname/trademark||||
||b.Fortransferoftechnologyknow-how||||
||c. For professional fee, corporate management
fee orany other fee|NA|||
||d.Any otheruse–(specify)
|NA|||
|3.|Royalty paid in last 3 FYs as % of Net Profts of
previousFYs|FY 2022-23|FY 2023-24|FY 2024-25|
|||13.51%|13.96%|15.86%*|
* FY 2024-25 PAT impacted by exceptional tax expenses towards Vivad se Vishwas Scheme amounting to _98.91 Crores. The PAT excluding the exceptional tax item will be_ 574.98 Crores which will result to 13.13% as Royalty paid % to Net Profit.
- Percentage or Rate at which royalty has increased in the past 3 years, if any, vis-à-vis rate at which the turnover and profits after tax have increased during the same period.
||Consolidated
(Crores)|Consolidated<br>( Crores)|Consolidated
(` Crores)|
|---|---|---|---|
|Particulars|FY 2022-23|FY 2023-24|FY 2024-25|
|RoyaltyExpenses|60.92|81.43|75.48|
|% Change of royalty|27.64%|33.67%|-7.30%|
|Turnover|3,959|4,189|4,446|
|% Change ofturnover
|18.69%|5.81%|6.12%|
|Proft aftertax(PAT)|451.02|583.42|476.07**|
|% Change of PAT|65.83%|29.36%|-18.40%|
**FY 2024-25 PAT impacted by exceptional tax expenses towards Vivad se Vishwas Scheme amounting to _98.91 Crores. The PAT excluding the exceptional tax item will be_ 574.98 Crores which will result to -1.45% as change in PAT compared to FY 2023-24.
12
Notice
| 5. | Peer Comparison: Listed entity or its subsidiary paying royalty for any purpose shall also disclose whether any relevant Industry Peer pays royalties for the same purpose, which is disclosed in its audited annual fnancial statements for the relevant period: |
3M India operates as a technology-driven, innovation-centric enterprise with a diversifed portfolio spanning Safety and Industrial; Transportation & Electronics; and Consumer. Its strategic orientation, global integration and product ecosystem distinguish it signifcantly from Indian counterparts, which typically difer in scale, business model and industry focus. While there may be limited overlap in certain industrial segments, these entities are not directly comparable in terms of business nature or strategic positioning. Accordingly, the Company is unable to provide a meaningful peercomparison. |
3M India operates as a technology-driven, innovation-centric enterprise with a diversifed portfolio spanning Safety and Industrial; Transportation & Electronics; and Consumer. Its strategic orientation, global integration and product ecosystem distinguish it signifcantly from Indian counterparts, which typically difer in scale, business model and industry focus. While there may be limited overlap in certain industrial segments, these entities are not directly comparable in terms of business nature or strategic positioning. Accordingly, the Company is unable to provide a meaningful peercomparison. |
3M India operates as a technology-driven, innovation-centric enterprise with a diversifed portfolio spanning Safety and Industrial; Transportation & Electronics; and Consumer. Its strategic orientation, global integration and product ecosystem distinguish it signifcantly from Indian counterparts, which typically difer in scale, business model and industry focus. While there may be limited overlap in certain industrial segments, these entities are not directly comparable in terms of business nature or strategic positioning. Accordingly, the Company is unable to provide a meaningful peercomparison. |
|---|---|---|---|---|
| ListedEntity/Subsidiary | Peer 1 | Peer 2 | Peer3 | |
| Royalty paymentover last3 years |
||||
| Royalty paid as a % of netprofts over thelast3 years | ||||
| Annualgrowth rate of Turnoverover last3 years |
(D). Other Details:
| 1. | Information as placed before the Audit Committee in the format as specifed in the RPT Industry Standards, to the extent applicable |
Refer above table of minimum information placed before the Audit Committee for approval of RPTs |
|---|---|---|
| 2. | Justifcation as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT |
For justifcation as to why the proposed transaction is in the interest of the listed entity and basis for determination of price refer the appropriate notes including Sl. No B(1)2 and Note No. 1 at page no.14. Terms and conditions for transaction in ordinary course of business and at arm’s length: • Incoterms – FOB • Payment Terms – 45 days • Indirect Taxes as applicable • Currency – USD • Standard terms and conditions consistent across all 3M Groupcompanies. |
| 3. | Disclosure of the fact that the Audit Committee has reviewed the certifcates provided by the CEO / Managing Director / Whole Time Director / Manager and CFO of the listed entity as required under the RPT IndustryStandards |
The Audit Committee has reviewed the said Certifcates, as required under the RPT Industry Standards. |
| 4. | Disclosure that the material RPT or any material modifcation thereto has been approved by the Audit Committee and the Board of Directors recommends the proposed transaction to the Members |
The proposal for Material Related Party transactions have been approved by the Audit Committee, and the Board of Directors recommend the proposed transactions to the Members for approval. |
| 5. | Web-link and QR Code, through which Members can access the valuation report or other reports of external party, if any, considered byAudit Committee while approvingthe RPT |
NA |
| 6. | Afrmation that the Audit Committee and Board of Directors, while providing information to the Members, have redacted the commercial secrets and such other information that would afect competitive position of listed entity and in its assessment, the redacted disclosures still provide all the necessary information to the Members for informed decision making |
All such information as is necessary for Members to make informed decisions has been provided in this Notice. |
| 7. | Anyother information that maybe relevant | - |
13
Notice
Note 1:
Justification:
- i. Income from contract research services:
The Company has entered into contract research agreement with 3M Company, USA for carrying out contract research activities. The Company’s research and development employees support research projects for the global 3M Group from time to time, based on need and availability of related domain expertise in the Company. The Company is compensated for related costs in connection with the provision of these services with a mark-up of 10%.
ii. Purchase and Sale of goods:
‘3M’ is a globally recognised brand, and the Company derives significant brand equity from the use of the 3M trade name. Group companies worldwide adhere to uniform quality standards, and transactions with the Parent Company, 3M Company, USA, help ensure consistency in product quality across markets. This provides assurance to customers in India and internationally regarding the reliability and performance of the Company’s offerings. Procurement from the Parent Company benefits from established relationships, advanced technological capabilities, and a deep understanding of the Company’s operational requirements, enabling efficient and cost-effective solutions. These transactions also provide access to specialised expertise, global industry knowledge and proprietary technologies, fostering operational synergies and strengthening overall business performance.Further, the Company permits its parent company to procure products manufactured by 3M India, helping optimise capacity and expand export opportunities within the broader 3M organisation.
iii. Recharge of Expenses In and Out:
Cost recharge in pertains to expected reimbursement of employee cost of foreign state employees possessing domain expertise, deputed to the Company from 3M Company USA, on cost to cost basis. Cost recharge out represents recharge of certain services provided by employees of the company to other affiliate entities of the 3M Group under the agreement with markup in line with transfer pricing principles.
iv. Purchase of Capital goods:
These purchases related to expected purchase of capital equipment to be used in manufacturing process, which carries 3M Intellectual Property protected specifications, design and manufacturing process.
v. Royalty Payments:
-
i. 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 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.
-
ii. The Intellectual Property agreement with 3M allows the Company access and rights to manufacture using the Parent Company’s licensed technologies, product portfolio and the 3M brand. 3M Company, USA and 3M Group have a broad portfolio of products across multiple technology platforms protected by Intellectual Property Rights. The Parent Company owns 49 technology platforms, which cover platforms such as adhesives, abrasives, ceramics, nanotechnology and several more. The Parent Company and its affiliates invested about USD 1.1 Billion in Research and Development in 2024. The consistent investment in R&D over the years helped produce 135,077 patents in the company’s history, and a steady stream of unique products for customers that are accessible to 3M India.
-
iii. Based on extensive longitudinal study on how brands drive revenue and create value, 3M was ranked among the top 100 global brands by Interbrand in 2025. 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 recognitions. To name a few, 3M Company was recognised amongst:
-
50 Most Innovative Companies, by Boston Consulting Group.
-
Top 100 Global Innovators 2023 by Clarivate.
-
Brands That Matter 2023 by Fast Company.
-
World’s Most Trustworthy Companies 2023 by Newsweek.
-
Top 100 Global Leaders in Sustainable Innovation 2023, by LexisNexis.
The global recognition of the 3M brand, built over several years, has created strong marketplace value that the Company continues to benefit from. Leveraging the brand’s credibility and reputation has enabled the Company to attract customers, drive business growth, and successfully commercialise its innovative products.
14
Notice
-
iv. As a result of access to the use of the 3M brand, the Company has significantly increased its manufacturing footprint in India over the past several years. In fact, 63% of the incremental growth delivered over the last six years can be attributed to an increase in manufacturing activities.
-
v. As at March 31, 2014, locally manufactured products contributed 52.9% of total sales. The contribution of locally manufactured products increased to 59.4% of total sales as at March 31, 2025. During the same period, the Company’s profit before tax increased from 3.9% of sales in FY 13-14 to 17.4% of sales in FY 24-25. This represents a compounded growth rate in the value of profit before tax by 24.56%.
The Company has successfully enhanced its Profit Before Tax (PBT), driven by improved market penetration enabled through access to advanced technologies from its parent company. This strategic advantage is clearly reflected in both PBT and topline growth.
-
vi. Effective April 1, 2023, 3M India 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 goods. Additionally, this benefits 3M India in the medium to long-term to increase the local manufacturing footprint and build sustainable competitive moats in the marketplace.
-
vii. Payment of Royalty to the Parent Company is proposed at 3.25% on sale of manufactured products, consistent with previous approvals. There has been no change in the royalty rate payable compared to the previous year. The current approval sought is for ` 110 Crores for FY 26-27, covering royalties for these products and services. No other Royalty payments are made to any other Related Parties.
-
viii. The Company has been consistently paying Dividends for the last 4 financial years.
Minimum information of the proposed RPT with 3M Innovation Singapore Pte Ltd.
==> picture [498 x 16] intentionally omitted <==
----- Start of picture text -----
S. No. Description as per ISF Notes Information provided by the management
----- End of picture text -----
| S. No. Description as per ISF Notes Information provided by the management |
S. No. Description as per ISF Notes Information provided by the management |
S. No. Description as per ISF Notes Information provided by the management |
|---|---|---|
| A(1). Basic details of the relatedparty | ||
| 1. | Name of the relatedparty | 3M Innovation Singapore Pte Ltd. |
| 2. | Countryof incorporation of the relatedparty | Singapore |
| 3. | Nature of business of the related party | Diversifed technology company with a global presence in Safety and Industrial, Transportation & Electronics and Consumer segments. |
| 2. Countryof incorporation of the relatedparty Singapore 3. Nature of business of the related party Diversifed technology company with a global presence in Safety and Industrial, Transportation & Electronics and Consumer segments. |
2. Countryof incorporation of the relatedparty Singapore 3. Nature of business of the related party Diversifed technology company with a global presence in Safety and Industrial, Transportation & Electronics and Consumer segments. |
2. Countryof incorporation of the relatedparty Singapore 3. Nature of business of the related party Diversifed technology company with a global presence in Safety and Industrial, Transportation & Electronics and Consumer segments. |
|---|---|---|
| A(2). Relationshipand ownershipof the relatedparty | ||
| 1. | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party- including nature of its concern(fnancial or otherwise)and the following: |
3M Innovation Singapore Pte Ltd is a fellow subsidiary |
| • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the relatedparty. |
Nil | |
| • Where the related party is a partnership frm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
No | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
3M Innovation Singapore Pte Ltd does not hold any equity shares directly in 3M India Limited. However, it is part of the 3M Group, and 3M Company, USA directly holds 75% of the equity shares in 3M India Limited. |
15
Notice
| A(3). Details ofprevious transactions with the relatedparty | A(3). Details ofprevious transactions with the relatedparty | ||||
|---|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last fnancial year. Explanation: Details need to be disclosed separately for listed entity and its subsidiary. |
S.No. 1 |
Nature of Transactions Purchase ofgoods |
FY 2024-25 (`Crores) |
|
| 258 | |||||
| Total | 258 | ||||
| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current fnancial year up to the quarter immediately preceding the quarter in which the approval is sought. |
`179 Crores (April 1, 2025 to December 31, 2025) |
|||
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entityor its subsidiaryduringthe last fnancialyear. |
None |
|||
| A(4). Amount of the proposed transaction(s) | |||||
| 1. | Amount of the proposed transactions being placed for approval in the meetingof the Audit Committee/shareholders. |
Not exceeding in aggregate`623 crores (April 1,2026 to March 31,2027) |
|||
| 2. | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current fnancial year would render the proposed transaction a material RPT? |
Transactions proposed to be undertaken for the FY 2026-27 i.e. from April 1, 2026 to March 31, 2027 is expected to be Material RPT. |
|||
| 3. | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfnancialyear. |
14.01 % (FY 2024-25) |
|||
| 4. | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding fnancial year (in case of a transaction involving the subsidiary, and where the listed entityis not apartyto the transaction). |
NA | |||
| 5. | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately precedingfnancialyear,if available. |
2.67% | |||
| 6. | Financial performance of the related party for the immediately preceding fnancial year: Explanations: The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. |
Particulars | FY: Jan to Dec 2024 (`Crores)* |
||
| Turnover | 23,303 | ||||
| Proft After Tax | 7,616 | ||||
| Net worth | 9,404 |
*USD to INR conversion based on the rates as at December 31, 2025
| *USD to INR conversion based on the rates as at December 31, 2025 | *USD to INR conversion based on the rates as at December 31, 2025 | *USD to INR conversion based on the rates as at December 31, 2025 |
|---|---|---|
| A(5). Basic details of theproposed transaction | ||
| 1. | Specifc type of the proposed transaction (e.g. sale of goods/services, purchase of goods/ services, givingloan,borrowingetc.) |
Purchase of goods, Sale of goods and Recharge of Expenses |
| 2. | Details of each type of the proposed transaction |
Refer table in the following page |
| 3. | Tenure of the proposed transaction (tenure in number ofyears or months to be specifed) |
1 year (April 1,2026 to March 31,2027) |
| 4. | Whether omnibus approval is beingsought? | Yes |
| 5. | Value of the proposed transaction during a fnancial year. If the proposed transaction will be executed over more than one fnancial year, provide estimated break-upfnancialyear-wise. |
Refer table in the following page |
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Notice
| 6. | Justifcation as to why the RPTs proposed to be entered into are in the interest of the listed entity. |
Purchase and Sale of Goods: 3M is a globally recognised brand, and the Company derives signifcant brand equity from the use of the 3M trade name. Group companies worldwide adhere to uniform quality standards, and transactions with 3M Innovation Singapore Pte Ltd (3M Group entity), help ensure consistency in product quality across markets. This provides assurance to customers in India and internationally regarding the reliability and performance of the Company’s oferings. Procurement from the 3M Innovation Singapore Pte Ltd (Part of 3M Group) benefts from established relationships, advanced technological capabilities, and a deep understanding of the Company’s operational requirements,enabling efcient and cost-efective solutions. These transactions also provide access to specialised expertise, global industry knowledge, and proprietary technologies, fostering operational synergies and strengthening overall business performance. Further, the Company permits 3M Innovation Singapore Pte Ltd to procure products manufactured by 3M India, helping optimise capacity and expand export opportunities within the broader 3M organisation. Recharge of Expenses In and Out: Cost recharge in pertains to expected reimbursement of employee cost of foreign state employees possessing domain expertise, deputed to the Company from 3M Innovation Singapore Pte Ltd, on cost to cost basis. Cost recharge out represents recharge of certain services provided by employees of the Company to other afliate entities of the 3M Group, and in this case 3M Innovation Singapore Pte Ltd, under the agreement with markup in line with transferpricing principles. |
|---|---|---|
| 7. | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. a. Name of the director / KMP b. Shareholding of the director / KMP, whether direct or indirect,in the relatedparty |
3M Company, USA is the Promoter of 3M India Limited and 3M Innovation Singapore Pte Ltd is fellow subsidiary. Non-Executive Directors on the Board of 3M India Limited viz., Ms. Kong Sau Wei Elizabeth and Ms. Jung Hyun Kim are employees of the 3M Group. |
| 8. | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
NA |
| 9. | Other information relevant for decision making. |
None |
|Disclosure with regard to A(5) 1, 2 & 5 above
(Crores)|**Disclosure with regard to A(5) 1, 2 & 5 above**<br>(Crores)|Disclosure with regard to A(5) 1, 2 & 5 above
(Crores)|**Disclosure with regard to A(5) 1, 2 & 5 above**<br>(Crores)|Disclosure with regard to A(5) 1, 2 & 5 above
(`Crores)|
|---|---|---|---|---|
|Specifc type of
transaction|Purchase of goods|Recharge of
Expenses out|Recharge of
Expenses in|Sale of Products|
|Details of each transaction|Purchase of goods
from 3M Innovation
Singapore Pte Ltd,
basis Purchase Orders|Reimbursement of
expenses|Reimbursement of
expenses|Sale of Products|
|Value of the proposed
transaction during a
fnancialyear|618|1|3|1|
Note: The approval is being sought for proposed transactions during the financial year - April 1, 2026 to March 31, 2027. Values shown against various categories of the nature of transactions are indicative and may vary inter se. The approval of Members is being sought for the total value of related party transactions specified in the resolution with 3M Innovation Singapore Pte Ltd and transactions will remain within such overall values proposed for approval of the Members.
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Notice
B(1). Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
==> picture [497 x 17] intentionally omitted <==
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S.No. Particulars of the information Information provided by the management
----- End of picture text -----
| **S.No. ** | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. |
The materials and components used in the Company’s product portfolio are highly specialised, proprietary, or manufactured only in designated global facilities within the 3M group. Certain products manufactured or sold by 3M India are defned in product specifcations in a way that requires the use of standard materials sourced exclusively from 3M group companies, and these materials cannot be procured from external parties. By sourcing directly from its parent or group entities, 3M India ensures access to standardised quality requirements, consistent compliance frameworks, and technical know-how that is not available from external suppliers. This approach further supports integrated global supply-chain planning, enabling timely delivery, seamless coordination, and strong alignment with 3M’s worldwide manufacturing and R&D ecosystem. Additionally, sourcing within the 3M group safeguards technical confdentiality, protects proprietary manufacturing processes, and ensures competitive and consistent pricing. The specialised nature of these materials and the concentration of technical capability within designated 3M facilities mean that external suppliers cannot replicate the required specifcations or provide equivalent products. As purchase orders can be issued as needed within this established global framework, the procurement model remains fexible while still benefting from operational alignment and commercial efciency. In view of these factors, seeking external competitive bids is generally not feasible for such materials or fnishedgoods. |
| 2. | Basis of determination of price. | 3M India procures semi-fnished goods from 3M Global manufacturing locations via 3M afliate entities. 3M Group has a centralized process for calculating transfer prices called Central Pricing of Inter-Company (CPIC). CPIC is used to determine prices of all goods between intercompany selling and purchasing entities. CPIC uses a combination of information from source of supply and buying entities purchasing from the source of supply to establish contract prices which are determined using a mark-up over the transfer cost (TC), intending to achieve a return which complies with the arm’s length principle. The pricing of fnished goods is based on the principle of arm’s length, relying on the OECD Transfer Pricing Guidelines, and other applicable transfer pricing rules and guidelines to each local countryin which 3M operates. |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following: a. Amount of Trade advance b. Amount of Trade advance c. Whether same is self-liquidating? |
NA |
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Notice
(C). Other Details
| 1. | Information as placed before the Audit Committee in the format as specifed in the RPT Industry Standards, to the extent applicable |
Refer above table of minimum information as placed before the Audit Committee for approval of RPTs |
|---|---|---|
| 2. | Justifcation as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT |
For justifcation as to why the proposed transaction is in the interest of the listed entity and basis for determination of price refer the appropriate notes including Sl. B (1) 2 Terms and conditions for transaction in ordinary course of business and at arm’s length: • Incoterms – FOB • Payment Terms – 45 days • Indirect Taxes as applicable • Currency – USD • Standard terms and conditions consistent across all 3M Groupcompanies. |
| 3. | Disclosure of the fact that the Audit Committee has reviewed the certifcates provided by the CEO / Managing Director / Whole Time Director / Manager and CFO of the listed entity as required under the RPT IndustryStandards |
The Audit Committee has reviewed the said Certifcates, as required under the RPT Industry Standards. |
| 4. | Disclosure that the material RPT or any material modifcation thereto has been approved by the Audit Committee and the Board of Directors recommends the proposed transaction to the Members |
The proposal for Material Related Party transactions have been approved by the Audit Committee, and the Board of Directors recommend the proposed transactions to the Members for approval. |
| 5. | Web-link and QR Code, through which Members can access the valuation report or other reports of external party, if any, considered byAudit Committee while approvingthe RPT |
NA |
| 6. | Afrmation that the Audit Committee and Board of Directors, while providing information to the Members, have redacted the commercial secrets and such other information that would afect competitive position of listed entity and in its assessment, the redacted disclosures still provide all the necessary information to the Members for informed decision making |
All such information as is necessary for Members to make informed decisions has been provided in this Notice. |
| 7. | Anyother information that maybe relevant | - |
Additional Information to Members:
It is clarified that the proposal in Item No. 5 of this Postal Ballot Notice is exclusively for the payment of royalty to 3M Company, USA, and does not cover the corporate management fee. The Corporate Management Fee is paid to 3M Global Service Center Management Company, USA (“3M GSCMC”), and the combined value of all related party transactions with 3M GSCMC does not exceed the materiality threshold. Therefore, the proposals for approval of Members in this Postal Ballot Notice do not include the Corporate Management Fee.
Details in relation to Corporate Management Fee is provided as under :
-
(i) The Company has established an intercompany services agreement with 3M GSCMC, 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
-
(ii) Under the 3M global support services arrangement the Company receives and also renders support services.
-
(iii) 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.
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Notice
-
(iv) 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.
-
(v) 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 GSCMC accounted as revenue from operations.
-
(vi) The Company’s continued arrangement with 3M GSCMC, USA includes services like sales strategy development, product application engineering, 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.
-
(vii) The above services are availed on a continuous basis and benefit the Company to continue delivering consistent, competitive and profitable growth.
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Notice
Notes to Postal Ballot Notice:
-
A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.
-
In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members / List of Beneficial Owners as on February 13, 2026 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. For Members who have not registered their e-mail IDs, please follow the instructions given below.
-
This Postal Ballot Notice 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, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin Technologies Limited (“KFin”) at https://evoting.kfintech.com.
-
Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a Member after the Cut-Off Date should treat this notice for information purpose only. Once the vote on the resolutions is casted by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.
-
Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
-
Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-voting facility provided by Listed Entities, dated December 9, 2020, SS-2, and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The Company has engaged the services of KFin as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.
7. The e-voting period commences at 9:00 a.m. (IST) on February 25, 2026 and ends at 5:00 p.m. (IST) on March 26, 2026. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.
-
The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., March 26, 2026.
-
The Company hereby request all its Members to register their email address, if not yet registered, to promote green initiative and to enable the Company to communicate with members electronically.
-
SEBI, vide its various circulars mandated that any service request from security holders (holding securities in physical form), shall be entertained only upon updation of KYC details such as PAN, Nomination, Contact number / E-mail id, Bank Account details and signature etc.
A. PROCESS FOR REGISTRATION OF E-MAIL ID Members may kindly note the same.
The Notice is being sent by electronic mode only to those Members whose e-mail addresses are registered with the Company / Depositories. Members are requested to register / update their e-mail addresses by following the below steps to receive all future communications from the Company electronically;
- i. Members holding equity shares in physical mode – Request in ISR-1 along with self-attested copy of PAN Card and self-attested copy of any of the following document (e.g. Driving license, Passport, Bank statement, Aadhar) by e-mailing at [email protected] or to the Company at [email protected].
ISR-1 Form can be obtained by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx The ISR Form(s) and the supporting documents can be provided by anyone of the following modes:
-
a. Through ‘In Person Verification’ (IPV): the authorised person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or
-
b. Through hard copies which are self-attested, which can be shared on the address below; or
-
Name : KFin Technologies Limited
Unit : 3M India Limited
Address Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad-500032, Telangana, India.
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Notice
- c. Through electronic mode with e-sign by following the link : https://ris.kfintech.com/ clientservices/isc/ default. aspx#
Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html
- ii. Members holding equity shares in dematerialised Mode- Register/update their e-mail addresses with respective Depository Participant (DP).
B. PROCESS FOR REGISTRATION OF KYC
-
i. For the purpose of updation of KYC details against your folio, you are requested to send the details to our RTA, M/s. KFin Technologies Limited (Unit: 3M India Limited), Selenium Tower-B”, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032, Telangana.
-
a. Through hard copies which should be self -attested and dated. OR
-
b. Through electronic mode, provided that they are sent through E-mail id of the holder registered with RTA and all documents should be electronically/digitally signed by the Shareholder and in case of joint holders, by first joint holder. OR
-
c. Through web- portal of our RTA, KFin Technologies Limited - https://ris.kfintech.com
Investors can download the following forms & SEBI Circulars, which are also uploaded on the website of the company and on the website of Kfin Technologies Limited; https://ris.kfintech.com/clientservices/isc/isrforms.aspx
-
Form ISR-1 duly filled in along with self-attested supporting documents for updation of KYC details.
-
Form ISR-2 duly filled in for banker attestation of signature along with Original cancelled cheque with your name(s) printed thereon or self-attested copy of bank passbook/ statement.
-
Form SH-13 for updation of Nomination for the aforesaid folio OR ISR-3 for “Opt-out of the Nomination”.
-
ii. Members holding shares in dematerialised mode, who have not registered/updated their aforesaid details are requested to register/update the same with their respective depository participants (‘DPs’).
General information and instructions relating to e-voting.
-
i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFin, on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.
-
ii. E-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
-
iii. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
-
iv. The remote e-Voting facility will be available during the following period:
| Commencement of e-voting | End of e-voting |
|---|---|
| February 25,2026 | March 26,2026 |
| (9:00 a.m. IST) | (5:00p.m. IST) |
-
v. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.
-
vi. Any person holding shares in physical form as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already registered with KFin for remote e-Voting then he / she can use his / her existing User ID and password for casting the vote.
-
vii. The details of the process and manner for remote e-Voting are explained herein below:
Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access to KFin e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.
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Notice
Details on Step 1 are mentioned below:
1) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.
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Type of Member Login Method
Individual Members holding 1. Existing Internet-based Demat Account Statement (‘IDeAS’) facility Users:
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| Type of Member Individual Members holding |
Login Method 1. Existing Internet-based Demat Account Statement (‘IDeAS’) facility Users: |
|---|---|
| securities in demat mode with NSDL |
i. Visit the e-services of NSD https://eservices.nsdl.com either on a personal computer website or on a mobile. ii. On the e-services home page click on the ‘Benefcial Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section. Thereafter enter the existing user ID and password. iii. After successful authentication, Members will be able to see e-voting services under ‘Value Added Services’. Please click on ‘Access to e-voting’ under e-voting services, after which the e-voting page will be displayed. iv. Click on company name i.e. ‘3M India Limited’ or ESP i.e. KFin v. Members will be re-directed to KFin’s website for casting their vote during the remote e-voting period. 2. Those not registered under IDeAS: i. Visit https://eservices.nsdl.com for registering. ii. Select ‘Register Online Ideas for IDeAS Portal’ or click at https://eservices. nsdl. com/SecureWeb/IdeasDirectReg.jsp iii. Visit the e-voting website of NSDL https://www.evoting.nsdl.com/. iv. 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. v. Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), password / OTP and a verifcation code as shown on the screen. vi. After successful authentication, Members will be redirected to NSDL Depository site wherein they can see e-voting page. vii. Click on Company name i.e ‘3M India Limited’ or i.e KFin after which the Member will be redirected to ESP website for casting their vote during the remote e-voting period viii. Members can also download the NSDL Mobile App ‘NSDL Speede’ facility by scanning the QR code mentioned below for seamless voting experience. |
| Individual Shareholders holding securities in demat mode with CDSL |
1. Existing user who have opted for Easi / Easiest i. Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www. cdslindia.com ii. Click on New System Myeasi iii. Login with your registered user id and password. iv. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFin e-Voting portal. v. Click on e-Voting service provider name to cast your vote. |
23
Notice
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Type of Member Login Method
----- End of picture text -----
| Type of Member | Login Method |
|---|---|
| 2. User not registered for Easi/Easiest i. Option to register is available at https://web.cdslindia.com/myeasi/ Registration/Easi Registration ii. Proceed with completing the required felds. iii. Follow the steps given in point 1. 3. Alternatively, by directly accessing the e-Voting website of CDSL i. Visit URL: www.cdslindia.com ii. Provide your demat Account Number and PAN No. iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. iv. After successful authentication, user will be provided links for the respective ESP,i.e KFin Technologies where the e- Votingis inprogress. |
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Type of Member Login Method
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| Type of Member |
Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with CDSL |
1. Existing user who have opted for Easi / Easiest i. Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www. cdslindia.com ii. Click on New System Myeasi iii. Login with your registered user id and password. iv. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFin e-Voting portal. v. Click on e-Voting service provider name to cast your vote. 2. User not registered for Easi/Easiest i. Option to register is available at https://web.cdslindia.com/myeasi/ Registration/Easi Registration ii. Proceed with completing the required felds. iii. Follow the steps given in point 1. 3. Alternatively, by directly accessing the e-Voting website of CDSL i. Visit URL: www.cdslindia.com ii. Provide your demat Account Number and PAN No. iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. iv. After successful authentication, user will be provided links for the respective ESP,i.e KFin Technologies where the e- Votingis inprogress. |
| Individual Shareholder login through their demat accounts / Website of Depository Participant |
i. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. ii. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. iii. Click on options available against company name or e-Voting service provider – KFin and you will be redirected to e-Voting website of KFin for casting your vote during the remote e-Voting period without anyfurther authentication. |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.
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Notice
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
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Login type Helpdesk details
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| Login type |
Helpdesk details |
|---|---|
| Securities held with NSDL | Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 or 1800 22 4430 |
| Securities held with CDSL | Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 2305 8738 or 022-2305 8542-43 or 180 022 5533 |
Details on Step 2 are mentioned below:
-
I) Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode.
-
(A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
-
i. Launch internet browser by typing the URL: https://evoting.kfintech.com/
-
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) 9449, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.
-
iii. After entering these details appropriately, click on “LOGIN”.
-
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
-
v. You need to login again with the new credentials.
-
vi. On successful login, the system will prompt you to select the “EVEN” i.e., 9449 “Postal Ballot” and click on “Submit”
-
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
-
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
-
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
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x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
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xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s). Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorising its representative to cast its vote through remote e-voting, together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email ID [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name Even No.”
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xii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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Notice
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(B) Members whose email IDs are not registered with the Company/Registrar and Transfer Agent of the Company/ Depository Participants(s), and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced, will have to follow the following process:
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i. Members holding shares in physical mode and who have not registered / updated their email address / KYCs with the Company are requested to register / update the same by writing to the Registrar & Share Transfer Agent (RTA), Kfin Technologies Limited at [email protected]. Members holding shares in dematerialised mode are requested to register / update email addresses with their respective Depository Participant.
After successful registration of the e-mail address / KYC, a copy of this Notice along with the e-voting user ID and password will be sent to the registered e-mail address, upon request received from the Member. In case of any queries, Members may write to [email protected].
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ii. Alternatively, member may send an e-mail request at the email id [email protected] along with scanned copy of the signed copy of the request letter providing the email address, mobile number, selfattested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the, Postal Ballot Notice and the e-voting instructions.
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iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.
Registered Office: Plot Nos. 48-51, Electronic City, Hosur Road, Bengaluru – 560100 Place: Bengaluru Date: February 12, 2026
By order of the Board For 3M India Limited
Pratap Rudra Bhuvanagiri Company Secretary (A22297)
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