EXPLANATORY STATEMENT
(Statement pursuant to Section 102(1) of the Companies Act, 2013 setting out material
facts concerning the item of special business to be transacted at the Extra-Ordinary
General Meeting is detailed hereunder)
The following Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 sets
out all material facts relating to the business mentioned in item no. 1 in the accompanying Notice
of the Extra-ordinary General Meeting.
Item No. 1
The members are hereby informed that pursuant to article 43 of the articles of association of the
Company and the provisions of sections 68, 69, 70, 100 of the Companies Act, 2013, as amended
(“Act”) and applicable rules made thereunder including any other provisions of the Act as may be
applicable, the Company is proposing buyback of up to 6,09,76,499 (Six Crores Nine Lakhs
Seventy Six Thousand Four Hundred and Ninety Nine) fully paid-up equity shares of the face
value of Rs. 10/- (Rupees Ten Only) each representing approximately 5% of the total paid up
equity share capital of the Company as on March 31, 2024 at the price of Rs. 75.98/- (Rupees
Seventy Five and Ninety Eight paise Only) per equity share payable in cash aggregating to total
amount not exceeding Rs. 4,63,29,94,394/- (Rupees Four Hundred and Sixty Three Crores
Twenty Nine Lakhs Ninety Four Thousand Three Hundred and Ninety Four Only) (hereinafter
referred to as “Buyback”).
The said aggregate amount is less than 25% of the aggregate of the paid-up share capital and
free reserves (including securities premium account) of the Company based on audited
standalone financial statements of the Company for the financial year ended March 31, 2024. The
said Buyback is proposed to be funded out of the surplus cash generated by the Company, which
is currently held in the form of investments in the mutual funds i.e. by liquidating of such
investments by the Company or such other source as may be permitted by the Act and. The
Buyback was approved by the Board of Directors of the Company at its meeting held on June 05,
2024.
Further, as per the above-mentioned provisions of the Act read with the Companies (Share Capital
and Debentures) Rules, 2014, this explanatory statement contains relevant and material
information to enable the members holding equity shares of the Company to consider and approve
the proposed special resolution for the Buyback by the Company as under:
a) Objective of the Buyback:
i. The Buyback will help the Company to return surplus cash to its members, thereby
enhancing the overall return to the members.
ii. The Buyback will help in optimizing the capital structure.
PGP Glass Private Limited
Registered Office: 1102, 11th Floor, Tower 2B, One World Center, Senapati Bapat Marg, Prabhadevi (West),
Mumbai- 400013, Maharashtra, India
CIN: U74999MH2020PTC349649 GSTN No: 27AALCP5737F1Z4