223962

NOTICE OF EXTRAORDINARY
GENERAL MEETING
TARIQ GLASS INDUSTRIES LIMITED

128-J, MODEL TOWN, LAHORE
PH: 042-111-343-434; FAX: 042-35857692-93
Email Address: info@tariqglass.com; Website: www.tariqglass.com
Notice of Extraordinary General Meeting
NOTICE is hereby given that an Extraordinary General Meeting (the “EOGM”) of Tariq Glass Industries Limited
(the “Company”, “TGL”) will be held on Thursday the February 15, 2024 at 11:00 AM at the registered office of
the Company situated at 128-J, Model Town, Lahore and through video link to transact the following business:
Special Business:
1. To consider, and if deemed fit to pass a following resolution as special resolution, with or without
modification, addition(s) and deletion(s) as proposed in the statement of material facts annexed to this
notice circulated to the entitled persons for balance payment of PKR 350,000,000/- for shares acquired
as long-term equity investment in M/s MMM Holding (Private) Limited, an associated company, to be
paid in 12 equal quarterly instalments.
“Resolved that approval of the members of Tariq Glass Industries Limited (the “Company”) be and
is hereby accorded in terms of Section 199 of the Companies Act, 2017 read with the Companies
(Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and the Company
be and is hereby authorized to make the balance payment of PKR 350,000,000/- in 12 equal quarterly
instalments to Mr. Muhammad Tousif Peracha out of the total long-term equity investment of PKR
970,000,000/- for acquiring 57,555,625 fully paid-up ordinary shares of PKR 10/- each of MMM Holding
(Private) Limited (MMM) in terms of the Share Purchase Agreement dated May 26, 2023, whereas the
funds amounting to PKR 620,000,000/- have already been paid by the Company to Mr. Muhammad
Tousif Peracha when MMM was not an associated company.
Further Resolved that the aforesaid special resolution shall be valid for a period of five (05) years from
the date of approval by the members of the Company.
Further Resolved that the Managing Director / CEO and / or any Director of the Company and / or
Company Secretary be and are hereby singly empowered and authorized to do all acts, matters, deeds
and things, take any or all necessary actions and to complete all legal formalities as may be necessary
or incidental expedient for the purpose of implementing the aforesaid resolutions.”
2. To consider, and if deemed fit to pass a following resolution as special resolution, with or without
modification, addition(s) and deletion(s) as proposed in the statement of material facts annexed to this
notice circulated to the entitled persons for further long-term equity investment of PKR 583,387,560/- in
M/s MMM Holding (Private) Limited, an associated company.
“Resolved that approval of the members of Tariq Glass Industries Limited (the “Company”) be and
is hereby accorded in terms of Section 199 of the Companies Act, 2017 read with the Companies
(Investment in Associated Companies or Associated Undertakings) Regulations, 2017 and the Company
be and is hereby authorized to make the long-term equity investment of PKR 583,387,560/- for further
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acquiring upto 58,338,756 ordinary right shares of PKR 10/- each of MMM Holding (Private) Limited, an
associated company, when offered to the Company.
Further Resolved that the aforesaid special resolution shall be valid for a period of five (05) years from the
date of approval by the members of the Company.
Further Resolved that the Managing Director / CEO and / or any Director of the Company and / or Company
Secretary be and are hereby singly empowered and authorized to undertake the decision of said investment
and to do all acts, matters, deeds and things, take any or all necessary actions and to complete all legal
formalities as may be necessary or incidental expedient for the purpose of implementing the aforesaid
resolutions.”
3. To consider, and if deemed fit to pass a following resolution as special resolution, with or without modification,
addition(s) and deletion(s) as proposed in the statement of material facts annexed to this notice circulated
to the entitled persons for extending term loan convertible into equity amounting to PKR 350,000,000/- to
M/s MMM Holding (Private) Limited, an associated company.
“Resolved that approval of the members of Tariq Glass Industries Limited (the “Company”) be and is hereby
accorded in terms of Section 199 of the Companies Act, 2017 read with the Companies (Investment in
Associated Companies or Associated Undertakings) Regulations, 2017, for investment in the form of long
term loan of upto PKR 350,000,000/- (Rupees Three Hundred Fifty Million Only) to MMM Holding (Private)
Limited (MMM) convertible into long term equity investment comprising upto 35,000,000 shares of MMM
at not more than par value, provided that the return on any outstanding amount of loan shall be Average
Borrowing Cost of TGL + 1% OR 3MK + 1.50%, whichever is higher as per other terms and conditions
disclosed to the members.
Further Resolved that the aforesaid special resolution shall be valid for a period of five (05) years from the
resolutions.”
to the entitled persons for extending short-term loan / running finance / short term advance of upto PKR
1,000,000,000/- to M/s Balochistan Glass Limited, an associated company for a period of one (1) year.
“Resolved that approval of the members of Tariq Glass Industries Limited (the “Company”) be and is
hereby accorded in terms of Section 199 of the Companies Act, 2017 read with the Companies (Investment
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in Associated Companies or Associated Undertakings) Regulations, 2017, for investment of up to PKR
1,000,000,000/- (Rupees One Billion Only) in Balochistan Glass Limited, an associated company, in the form
of Short-Term Loan / Short Term Advance / Running Finance as and when needed by Balochistan Glass
Limited for a period of one year on rollover / renewable basis, provided that the return on any outstanding
amount of loan shall be Average Borrowing Cost of TGL + 1% OR 3MK + 1.50%, whichever is higher and
as per other terms and conditions disclosed to the members.
Further Resolved that the aforesaid special resolution shall be valid for a period of one (01) year from the
resolutions.”
to the entitled persons for issue of corporate guarantees of up to PKR 3,000,000,000/- in favour of financial
institutions / banks on behalf of M/s Balochistan Glass Limited, an associated company.
“Resolved that the approval of the members of Tariq Glass Industries Limited (the ‘Company’) be and is
in Associated Companies or Associated Undertakings) Regulations, 2017 that the Company be and is
hereby authorized to issue Corporate Guarantees up to PKR 3,000,000,000/- (Rupees Three Billion only),
on a joint and several basis, in favour of financial institutions / banks on behalf of Balochistan Glass Limited
with the following features and as per the terms and conditions disclosed to the shareholders:
Salient Features of the corporate guarantees:
• In case BGL fails to meet its payment obligations, the Company shall guarantee to pay the amount as
principal obligor demanded by the Beneficiaries. In the event, if any amount is demanded and paid to the
Beneficiaries by TGL, a loan receivable from BGL equivalent to the amount paid to the Beneficiaries will be
booked. This loan will also carry markup of Average Borrowing Cost of TGL +1% OR 3MK+1.50% whichever
is higher.
• The corporate guarantees shall be of a continuing nature and shall remain in force till all obligations of the
BGL are satisfied.
• The other member of the joint venture (namely Mr. Muhammad Tousif Peracha) shall also be issuing
guarantees to the Beneficiaries, separately, on a joint and several basis, with the same features mentioned
above
• The corporate guarantees / standby letter of credit shall not exceed a period up to 10 years starting from
the date of issue.
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• A commission equivalent to Average Borrowing Commission Rate for Guarantees of TGL + 0.05% per
quarter OR 0.25% per quarter whichever is higher of the outstanding amount shall be charged by TGL
from Balochistan Glass Limited.
Further Resolved that the aforesaid special resolution shall be valid for a period of ten (10) years from the
resolutions.”
Attached to this Notice circulated to the entitled persons, is a statement of material facts under Section
134 (3) of the Companies Act, 2017 along with proposed special resolutions pertaining to the special
business to be transacted at the EOGM and the statement as required by Regulation 4 (2) of the
Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.
By Order of the Board

Lahore, (Mohsin Ali)

Date: January 17, 2024 Company Secretary
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NOTES:
1. Declaration of Interest & Due Diligence: Tariq Glass Industries Limited (TGL) owns 50% equity stake in
MMM Holding (Private) Limited (MMM) which is a holding company of Balochistan Glass Limited (BGL)
with 84.34% shareholding. The Directors and their relatives of TGL have no interest other than disclosed in
MMM and BGL / investments in MMM and BGL except that Mr. Mohammad Baig (director of TGL) and Mr.
Mustafa Baig (executive of TGL) are nominee directors on the Boards of MMM and BGL. MMM and BGL
are not the shareholders of TGL, however, their directors namely Mr. Mohammad Baig and Mr. Mustafa
Baig are also the major shareholders of TGL, holding 11.49% and 11.54% shareholding respectively in TGL.
Further, the Directors of TGL certify that they have carried out necessary due diligence for the proposed
investments before recommending it for members’ approval.
2. Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from
February 9, 2024 to February 15, 2024 (both days inclusive) and no transfer of shares will be accepted for
registration during this period. Transfers received in order at the office of our Share Registrar M/s Shemas
International (Pvt) Limited, 533-Main Boulevard, Imperial Garden Block, Paragon City, Barki Road, Lahore
(Phone: +92-42-37191262; Email Address: info@shemasinternational.com) at the close of business hours
on February 8, 2024 will be treated in time for the purpose of attending and voting at the EOGM.
3. All members are entitled to attend and vote at the meeting. A member entitled to attend and vote at the
meeting is also entitled to appoint another member of the Company as his / her proxy to attend, speak and
vote for him / her. In case of corporate entity, the Board of Directors’ resolution / power of attorney with
specimen signature shall be submitted to the Company. A proxy must be a member of the Company. A
member shall not be entitled to appoint more than one proxy to attend any one meeting. The instrument
of proxy duly executed should be lodged at the Registered Office of the Company not later than 48 hours
before the time of the meeting. The form of proxy must be witnessed with the addresses and CNIC numbers
of witnesses, certified copies of CNIC of member and the proxy member must be attached and the revenue
stamp should be affixed and defaced on the form of proxy. Proxy Form in English and Urdu languages is
attached with the notice circulated to the members.
4. The members are advised to bring their ORIGINAL Computerized National Identity Card (CNIC) and those
members who have deposited their shares in Central Depository System should also be cognizant of their
CDC Participant ID and Account Number at the meeting venue. In case of corporate entity, the Board of
Directors’ resolution / power of attorney with specimen signature of the nominee shall be produced at the
time of the meeting.
5. The Company has arranged for participation of members in general meeting through electronic means (i.e.,
video-link / webinar / zooming etc.). In this regard, the interested shareholders can request by providing the
relevant information (i.e, Name of the Shareholder, CNIC Number, Folio / CDC Account Number, Cell Number,
Email Address etc.) to the Company Secretary by February 13, 2024 at Email Address: corporateaction@
tariqglass.com.
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6. In accordance with the Companies (Postal Ballot) Regulations, 2018, (the “Regulations”) the right to vote
through electronic voting facility and voting by post shall be provided to members of every listed company
for, inter alia, all businesses classified as special business under the Companies Act, 2017 in the manner
and subject to conditions contained in the Regulations.
a. Procedure for E-Voting:
I. Detail of E-voting facility will be shared through e-mail with those members of the company who have
valid cell numbers / E-mail addresses (Registered E-mail ID) available in the Register of Members
of the Company by the end of business on February 8, 2024. Members who intend to exercise
their right of vote through E-voting shall provide their valid cell numbers and email addresses on
or before at 05:00 PM on February 8, 2024.
II. Identity of the Members intending to cast vote through E-voting shall be authenticated through
electronic signature or authentication for login.
III. Members shall cast vote for agenda item Nos. 1, 2,3, 4 and 5 online from February 12, 2024 at 09:00
AM till February 14, 2024 at 5:00 p.m. Voting shall close on February 14, 2024, at 5:00 p.m. A vote
once cast by a Member, shall not be allowed to be changed.
IV. The Company has appointed M/s Digital Custodian Services Company Limited as E-voting Service
Provider in terms of Regulation 5 of the Companies (Postal Ballot) Regulations, 2018.
V. The Board of Directors of the Company has designated M/s Crowe Hussain Chaudhury & Co.,
Chartered Accountants, as the Scrutinizer for the purpose of voting, bringing with them the relevant
experience, in accordance with Regulation 11 of the Companies (Postal Ballot) Regulations, 2018.
b. Procedure for Voting Through Postal Ballot:
I. Members may alternatively opt for voting through postal ballot. For convenience of the members,
Ballot Paper is annexed to this notice and the same is also available on the Company’s website
www.tariqglass.com to download.
II. The members must ensure that the duly filled and signed ballot paper, along with a copy of
Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through
post at the Company’s registered address, 128-J, Model Town, Lahore, or through email at
corporateaction@tariqglass.com one day before the EOGM, i.e., on February 14, 2024 before 5:00
p.m. A postal ballot received after this time / date shall not be considered for voting. The signature
on the Ballot Paper shall match with signature on the CNIC / Company’s record.
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7. As per section 72 of Companies Act 2017, every listed company shall be required to replace its physical
certificates with book entry form in a manner as may be specified and from the date notified by the
commission, within a period not exceeding four years from the commencement of this Act. In compliance
with the SECP’s directive, the Company has already dispatched the follow-up letter to all physical shareholders
on April 20, 2021. The shareholders having physical shares are once again requested to open the CDC sub-
account with any of the broker or investor account directly with the CDC to place their physical certificates
into scripless form.
8. Shareholders who could not collect their dividend / physical shares are advised to contact the Company
Secretary at the registered office of the Company to collect / enquire about their unclaimed dividend or
shares, if any.
9. The members are requested to notify the Company / Share Registrar of any change in their address.
10. For any query / information, the investors may contact the Company Secretary: Mr. Mohsin Ali, Phone No.:
042-111-343434; Email Address: corporateaction@tariqglass.com OR the Share Registrar: Mr. Imran Saeed,
Phone No. +92-42-37191262; Email Address: info@shemasinternational.com.
STATEMENT UNDER SECTION 134(3) OF THE

COMPANIES ACT, 2017
This statement sets out the material facts concerning the Special Business to be transacted at the
Extraordinary General Meeting of the Company to be held on February 15, 2024.
Agenda Item No. 1 – Payment of balance amount of Equity Investments in M/s MMM Holding (Private)
Limited.
Agenda Item No. 2 – Further Equity Investment in M/s MMM Holding (Private) Limited.
Agenda Item No. 3 –Long-Term Loan to M/s MMM Holding (Private) Limited
Tariq Glass Industries Limited (the “Company” or “TGL”) has acquired 50% shares (i.e., 57,555,625 shares)
of MMM Holding (Private) Limited (“MMM”), a holding company of Balochistan Glass Limited, a listed
company (“BGL”) (MMM owns 220,644,430 ordinary shares i.e., 84.34% of the issued and outstanding
ordinary shares of BGL) from Muhammad Tousif Peracha (“MTP”) by virtue of Share Purchase Agreement
(SPA) dated May 26, 2023 between TGL and MTP and pursuant to the completion of process of public offer
under the Securities Act, 2015. These shares have been transferred in the name of TGL. Consequently, TGL
has successfully acquired joint management control of MMM and BGL on December 7, 2023.
After having joint control and common directorship both MMM and BGL are associated companies of
TGL. Out of the total consideration of PKR 970,000,000/- under the Share Purchase Agreement, the funds
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amounting to PKR 620,000,000/- were paid by TGL when MMM was not an associated company. The
balance amount of PKR 350,000,000/- is to be paid in 12 equal quarterly instalments to MTP by TGL.
TGL will also make further equity investment of PKR 583,387,560/- to acquire upto 58,338,756 ordinary
right shares of PKR 10/- each when offered to TGL. The proceeds of right issue will be utilized by MMM by
making payment of PKR 83,387,560/- to settle MTP’s outstanding loan and balance PKR 500,000,000/- shall
be extended to BGL as a loan convertible into equity of BGL for the capital expenditure of BGL.
Furthermore, TGL will also grant term loan convertible into equity amounting to PKR 350,000,000/- to be paid
in 12 equal quarterly instalments to MMM for the purpose of onward provision of loan to BGL for settlement
of the loan of Gharibwal Cement Limited (GCL) standing in the books of BGL. This loan will carry markup
of Average Borrowing Cost of TGL + 1% OR 3MK+1.50% whichever is higher. The disbursement schedule
in 12 quarterly instalments mentioned above is as under:
Sr. Date Pak Rupees

1 29-Feb-24 29,166,666
2 31-May-24 29,166,666
3 31-Aug-24 29,166,666
4 30-Nov-24 29,166,666
5 28-Feb-25 29,166,666
6 31-May-25 29,166,666
7 31-Aug-25 29,166,666
8 30-Nov-25 29,166,666
9 28-Feb-26 29,166,666
10 31-May-26 29,166,666
11 31-Aug-26 29,166,666
12 30-Nov-26 29,166,674
Total 350,000,000
In reciprocity, MTP shall also make an equity investment of PKR 933,387,560/- in M/s MMM Holding (Private)
Limited (MMM) for the same purposes as mentioned above for Tariq Glass Industries Limited (TGL).
BGL was one of the major manufacturers of Pharma Glass Packaging in Pakistan while TGL has been a
producer of different variations of glass for more than 40 years except the Pharma Glass Packaging. The
acquisition will ultimately benefit the end-customer, both locally and internationally through the production
and introduction of new, value-added and superior quality Pharma Glass Packaging for the local market
as well as for the export markets.
The Board of Directors of the Company have recommended to the members for approval to provide the
following to MTP and MMM:
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1. For the balance payment of PKR 350,000,000/- for shares acquired as long-term equity investment in M/s
MMM Holding (Private) Limited, an associated company, to be paid in 12 equal quarterly instalments to
MTP.
2. For further long-term equity investment of PKR 583,387,560/- in M/s MMM Holding (Private) Limited, an
associated company.
3. For extending term loan convertible into equity amounting to PKR 350,000,000/- to M/s MMM Holding
(Private) Limited, an associated company.
Note: Average borrowing cost of TGL will be derived as under:
Average of “KIBOR for the relevant period” + “the Bank Spread”
Where the existing KIBOR for various facilities of TGL is on 1 Month, 3 Month and 6 Month basis and
the bank spread is ranging from 0.05% to 0.50%).
The Company’s Average Borrowing Cost as on December 31, 2023 from banks / financial institutions for
commercial short-term and long-term loans / financing stands at 22.11% and 6.24%, respectively.
In pursuance of Regulation 3(3) of the Companies (Investment in Associated Companies or Associated

Undertakings) Regulations 2017 under S.R.O No. 1240(1)/2017 dated 06 December 2017, the directors
certified that they have carried out necessary due diligence for this investment before recommending it
for approval of the members and duly signed recommendation of the due diligence report shall be made
available to the members for inspection in the meeting.

Undertakings) Regulations 2017 under S.R.O No. 1240(1)/2017 dated 06 December 2017, the information
required to be disclosed to the members is as follows:
Ref. No. Requirement Information

(a) Disclosure for all types of investments:
(A) Disclosure regarding associated company
(i) Name of associated company or MMM Holding (Private) Limited
associated undertaking
(ii) Basis of relationship By virtue of common directorship and joint control
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(iii) Earnings per share for the last three Year MMM
years
2023 (0.07)
2022 N/A
2021 N/A
*MMM is a newly incorporated company on September

8, 2022.
(iv) Break-up value per share, based on Year MMM

latest audited financial statements
2023 37.10

8, 2022.
(v) Financial position, including main Description FY2023
items of statement of financial (Rupees)
position and profit and loss account
on the basis of its latest financial Paid up Capital (115,111,250 shares of Rs. 1,151,112,500
10/- each)
statements
Share Premium 3,127,569,940
Accumulated Loss (8,286,326)
Total Equity 4,270,396,114
Long Term Investment 1,668,288,730
Loan to Subsidiary Company 2,769,120,569
Loss Per Share (0.07)
Break up Value Per Share 37.10

8, 2022.
(vi) In case of investment in relation to a project of associated company or associated undertaking
that has not commenced operations, following further information, namely
(I) Description of the project and its history Tariq Glass Industries Limited (the “Company” or “TGL”)
since conceptualization has acquired 50% shares (i.e., 57,555,625 shares) of MMM
Holding (Private) Limited (“MMM”), a holding company of
Balochistan Glass Limited, a listed company (“BGL”) (MMM
owns 220,644,430 ordinary shares i.e., 84.34% of the issued and
outstanding ordinary shares of BGL) from Muhammad Tousif
Peracha (“MTP”) by virtue of Share Purchase Agreement (SPA)
dated May 26, 2023 between TGL and MTP and pursuant to
the completion of process of public offer under the Securities
Act, 2015.
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(II) Starting date and expected date of MMM will invest proceeds for funding requirements of
completion of work its subsidiary BGL. BGL's BMR activities will commence
immediately upon members' approval and are expected
to be completed before the end of the first quarter of the
calendar year 2024.
(III) Time by which such project shall MMM is an investment holding company and operational
become commercially operational since its incorporation whereas BGL’s production will be
revived, hopefully, before the end of the first quarter of the
calendar year 2024 (Insha Allah).
(IV) Exp e cte d time by which the BGL and MMM are expected to start paying dividends /
project shall start paying return on return on investment by the end of financial year 2026-2027.
investment
(V) Funds invested or to be invested by Out of the total consideration of PKR 970,000,000/- under
the promoters, sponsors, associated the Share Purchase Agreement, the funds amounting to
company or associated undertaking PKR 620,000,000/- has already been paid by TGL and the
distinguishing between cash and balance amounting to PKR 350,000,000/- is to be paid in
non-cash amounts 12 equal quarterly instalments to MTP by TGL.
TGL will make further equity investment in the securities
of M/s MMM Holding (Private) Limited (MMM) amounting
to PKR 583,387,560/- to further acquire upto 58,338,756
ordinary shares of face value of PKR 10/- each. Out of
the total of PKR 583,387,560/- MMM will allocate PKR
83,387,560/- to settle Mr. Muhammad Tousif Peracha’s
(MTP) outstanding loan. Simultaneously, a loan convertible
into equity of PKR 500 million, earmarked for the Capital
Expenditure of BGL, will be extended by MMM to BGL.
Furthermore, TGL will also grant long term loan convertible
into equity amounting to PKR 350,000,000/- to be paid in 12
equal quarterly instalments to MMM. This loan will carry
markup of Average Borrowing Cost of TGL + 1% OR 3MK +
1.50% whichever is higher. MMM will further grant as loan
the each receipted installment to BGL for the purpose of
repayment of the loan of Gharibwal Cement Limited (GCL)
standing in the books of BGL.
Moreover, TGL will grant short term loan / running finance
/ short term advance amounting to PKR 1,000,000,000/-
directly to M/s Balochistan Glass Limited (BGL) to meet
their working capital requirements on rollover / renewable
basis.
In addition, TGL will issue corporate guarantees to secure
the financing requirements of BGL from time to time up to
PKR 3,000/- million.
All the transactions mentioned above are cash or fund-
based, except for the corporate guarantees, which are
non-fund based.
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(B) General Disclosures
(i) Maximum amount of investment to 1. PKR 350,000,000/- (Rupees Three Hundred Fifty
be made Million) as equity investment in MMM under the Share
Purchase Agreement dated May 26, 2023.
2. PKR 583,387,560/- to further acquire upto 58,338,756
ordinary right shares of PKR 10/- each of MMM.
3. Grant long term loan convertible into equity amounting
to PKR 350,000,000/- to be paid in 12 equal quarterly
instalments to MMM.
(ii) Purpose, benefits likely to accrue Purpose: to acquire equity interest in MMM and financial
to the investing company and its support.
members from such investment and
period of investment Benefits: Dividend income which will enhance the
profitability of the Company and add to the shareholders
value of the members of the Company. Mark up on loan
will also enhance income of the Company and add value
to members of the company.
Period of Investment: The investment will be for long term.

(iii) Sources of funds to be utilized A combination of internally generated funds and the debt
for investment and where the will be utilized for the proposed investment in the MMM.
investment is intended to be made
using borrowed funds
(I) justification for investment through It is expected that investment will generate higher returns
borrowings in the long term and favourable gearing ratios justify the
investment through debt.
(II) detail of collateral, guarantees The Company’s assets will be mortgaged to raise the debt.
provided and assets pledged for
obtaining such funds
(III) cost benefit analysis The returns from the investment are expected to be higher
than the cost of debt.
(iv) Salient features of the agreement(s), There is no agreement with the associated company as
if any, with associated company or shares of the associated company will be acquired from
associated undertaking with regards existing member and as right shares. However, there will
to the proposed investment be formal agreement while granting loan to MMM. Balance
payment is to be made under Share Purchase Agreement
the salient features of which have been mentioned
elsewhere in this statement.
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(v) Direct or indirect interest of directors, TGL owns 50% equity stake in MMM. The Directors, and
sponsors, majority shareholders their relatives have no interest other than disclosed in MMM
and their relatives, if any, in the / investment in MMM except that Mr. Mohammad Baig
associated company or associated (director of TGL) and Mr. Mustafa Baig (executive of TGL)
undertaking or the transaction under are nominee directors on the Board of MMM. MMM is not
consideration a shareholder of TGL, however, its two directors namely
Mr. Mohammad Baig and Mr. Mustafa Baig are also the
major shareholders of TGL, holding 11.49% and 11.54%
shareholding respectively in TGL.
(vi) In case any investment in Out of the total consideration of PKR 970,000,000/- under
associated company or associated the Share Purchase Agreement between TGL and MTP,
undertaking has already been made, the funds amounting to PKR 620,000,000/- has already
the performance review of such been paid by TGL and the balance amounting to PKR
investment including complete 350,000,000/- is to be paid in 12 equal quarterly instalments
information/justification for any to MTP by TGL under the Share Purchase Agreement
impairment or write offs (SPA) dated May 26, 2023. MMM is a newly incorporated
holding company.
(vii) A ny o t h e r i m p o r t a nt d e t a i l s
necessary for the members to None
understand the transaction
(b) Additional disclosure regarding Equity Investment

(i) Maximum price at which securities 1. PKR 16.853/- per share under the SPA dated May 26,
will be acquired 2023.
2. PKR 10.00/- (Face Value) against further equity
investment of PKR 583,387,560/- through right shares.
(ii) In case the purchase price is higher The fair value per share of MMM is PKR14.19/- per share
than market value in case of listed which is higher than the purchase price.
securities and fair value in case
of unlisted securities, justification
thereof
(iii) Maximum number of securities to 1. 57,555,625 ordinary shares under the SPA dated May
be acquired 26, 2023. (already acquired). Only balance payment is
to be made.
2. Upto 58,338,756 ordinary right shares against further
equity investment of PKR 583,387,560/-.
3. Upto 35,000,000 ordinary shares against grant of long-
term loan convertible into equity amounting to PKR
350,000,000/-.
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(iv) N u m b e r o f s e c u r i t i e s a n d Before - 57,555,625 ordinary shares
percentage thereof held before and After -
after the proposed investment 1. Upto 58,338,756 ordinary shares against further equity
investment of PKR 583,387,560/-.
2. Upto 35,000,000 ordinary shares against grant of long
term loan convertible into equity amounting to PKR
350,000,000/-.
The percentage of shareholding of TGL in MMM is 50%

and 50% is of MTP. MTP will contribute in the equity of
MMM on equal basis as well.
(v) Current and preceding twelve MMM, being unlisted company, this is not applicable.
weeks’ weighted average market
price where investment is proposed
to be made in listed securities;
(vi) Fair value determined in terms of The fair value per share of MMM is PKR 14.19/- per share.
sub-regulation (1) of regulation 5 for
investments in unlisted securities
(c) In case investments in the form of loans, advances and guarantees
i. category-wise amount of investment Funded Facility (in shape of long-term loan) of upto PKR
350,000,000/-.
ii. average borrowing cost of the Average borrowing cost of TGL will be derived as under:
investing company, the Karachi
Inter Bank Offered Rate (KIBOR) for Average of “KIBOR for the relevant period” + “the Bank
the relevant period, rate of return Spread”
for Shariah compliant products and
rate of return for unfunded facilities, Where the existing KIBOR for various facilities of TGL is on
as the case may be, for the relevant 1 Month, 3 Month and 6 Month basis and the bank spread
period is ranging from 0.05% to 0.50%).
The Company’s average borrowing cost as on December

31, 2023 from banks / financial institutions for commercial
short-term and long-term loans / financing stands at
22.11% and 6.24%, respectively.
iii. rate of interest, mark up, profit, fees This loan will carry markup of Average Borrowing Cost of
or commission etc. to be charged by TGL + 1% OR 3MK+1.50% whichever is higher.
investing company
iv. particulars of collateral or security
to be obtained in relation to the NIL
proposed investment
15
v. if the investment carries conversion The long-term loan amounting to PKR 350,000,000/- will
feature i.e. it is convertible into be converted into equity by issuance of shares up to
securities, this fact along with terms 35,000,000 ordinary shares of face value of PKR 10/- each
and conditions including conversion either as right shares or other than right shares by MMM
formula, circumstances in which the subject to requisite regulatory approvals, required if any.
conversion may take place and the
time when the conversion may be
exercisable
vi. repayment schedule and terms and The long-term loan of PKR 350,000,000/- will be converted
conditions of loans or advances to into equity upon its accumulation in the books of MMM.
be given to the associated company
or associated undertaking
Special Resolutions:
Agenda Item No. 1 – Equity Investments in M/s MMM Holding (Private) Limited
The following resolution is proposed to be passed as a special resolution:
accorded in terms of Section 199 of the Companies Act, 2017 read with the Companies (Investment in Associated
Companies or Associated Undertakings) Regulations, 2017 and the Company be and is hereby authorized to
make the balance payment of PKR 350,000,000/- in 12 equal quarterly instalments to Mr. Muhammad Tousif
Peracha out of the total long-term equity investment of PKR 970,000,000/- for acquiring 57,555,625 fully paid-up
ordinary shares of PKR 10/- each of MMM Holding (Private) Limited (MMM) in terms of the Share Purchase
Agreement dated May 26, 2023, whereas the funds amounting to PKR 620,000,000/- have already been paid
by the Company to Mr. Muhammad Tousif Peracha when MMM was not an associated company.
Further Resolved that the aforesaid special resolution shall be valid for a period of five (05) years from the date
of approval by the members of the Company.
Secretary be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take
any or all necessary actions and to complete all legal formalities as may be necessary or incidental expedient
for the purpose of implementing the aforesaid resolutions.
Agenda Item No. 2 – Further Investment in Shares of M/s MMM Holding (Private) Limited
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make the long term equity investment of PKR 583,387,560/- for further acquiring upto 58,338,756 ordinary right
shares of PKR10/- each of MMM Holding (Private) Limited, an associated company, when offered to the Company.
Secretary be and are hereby singly empowered and authorized to undertake the decision of said investment and
to do all acts, matters, deeds and things, take any or all necessary actions and to complete all legal formalities
as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolutions.”
Agenda Item No. 3 – Grant of Long Term Loan to M/s MMM Holding (Private) Limited
Companies or Associated Undertakings) Regulations, 2017, for investment in the form of long term loan of up
to PKR 350,000,000/- (Rupees Three Hundred Fifty Million Only) to MMM Holding (Private) Limited (MMM)
convertible into long term equity investment comprising upto 35,000,000 shares of MMM at not more than par
value, provided that the return on any outstanding amount of loan shall be Average Borrowing Cost of TGL +
1% OR 3MK + 1.50%, whichever is higher as per other terms and conditions disclosed to the members.
Disclosure of Interest:
Tariq Glass Industries Limited (TGL) owns 50% equity stake in MMM. The Directors and their relatives of TGL
have no interest other than disclosed in MMM Holding (Private) Limited (MMM) / investment in MMM except
that Mr. Mohammad Baig (director of TGL) and Mr. Mustafa Baig (executive of TGL) are nominee directors
on the Board of MMM. MMM is not a shareholder of TGL, however, its two directors namely Mr. Mohammad
Baig and Mr. Mustafa Baig are also the major shareholders of TGL, holding 11.49% and 11.54% shareholding
respectively in TGL.
17
Inspection:
The documents relating to special business can be inspected by the shareholders from the date of issue of
this notice till the date of meeting at the registered office of the Company during usual business hours from
Monday to Friday (9am-5pm).
Agenda Item No. 4 – Grant of Short-Term Loan / Short Term Advance / Running Finance to Balochistan
Glass Limited
Agenda Item No. 5 – Issuance of Cross Corporate Guarantees on Behalf of Balochistan Glass Limited
Tariq Glass Industries Limited (the “Company” or “TGL”) has acquired 50% shares (i.e., 57,555,625 shares) of
MMM Holding (Private) Limited (“MMM”), [a holding company of Balochistan Glass Limited, a listed company
(“BGL”) (MMM owns 220,644,430 ordinary shares i.e., 84.34% of the issued and outstanding ordinary shares
of BGL)] from Muhammad Tousif Peracha (“MTP”) by virtue of Share Purchase Agreement dated May 26,
2023 between TGL and MTP and pursuant to the completion of process of public offer under the Securities
Act, 2015. These shares have been transferred in the name of TGL. Consequently, TGL successfully acquired
joint management control of MMM and BGL on December 7, 2023. Half of the boards of MMM and BGL are
comprised on the basis of nominee directors of TGL and half of the board members are the nominees of MTP.
Balochistan Glass Limited (BGL) was incorporated in Pakistan as a public limited company in 1980 under
the repealed Companies Act, 1913 (now the Companies Act, 2017). Its shares are listed on the Pakistan
Stock Exchange. The Company is engaged in manufacturing and sale of glass containers, glass tableware,
pharmaceutical glass bottles and plastic shells.
Following are the business units of BGL, along with their respective geographical locations:
Sr. Unit Name Location

1. BGL Unit - I Plot no. 8, Block M, Hub Industrial Trading Estate, Lasbella, Hub, Balochistan.
2. BGL Unit – II 29 – Km Lahore to Sheikhupura Road, Sheikhupura.
3. BGL Unit – III 12-Km Lahore, Sheikhupura Road, Kot Abdul Malik, Sheikhupura.
Balochistan Glass Limited (PSX: BGL) started its commercial operations in May 1983 as a public limited
company. It was acquired by the Gharibwal Group in 1999 and has been operating under the group since
then. BGL’s manufacturing facility is located at Hub in Balochistan while it acquired further 02 units in 2002,
located in Sheikhupura, previously operated under the name of Ravi Glass Limited & Rachna Glass Limited.
BGL was engaged in the production of beverage bottles such as those of (Coke, Pepsi, 7-up etc); Empty glass
pharmaceutical bottles, and tableware. BGL was also involved in the plastic products manufacturing, producing
crates used to hold bottles. Although BGL was commercially operational, however its production was completely
closed since May-2022. Balochistan Glass Limited (BGL) was acquired by the Gharibwal Group in 1999, it has
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been under the same management till December 6, 2023. However, new board members and CEO as nominee
of TGL has been appointed since December 7, 2023.
BGL was one of the major manufacturers of Pharma Glass Packaging in Pakistan, it specializes in the
manufacturing of various types of narrow and wide-neck glass containers for soft drinks, juices, food, and
pharmaceuticals in Flint, Green & Amber glass.
While TGL has been a producer of different variations of glass for more than 40 years except the Pharma Glass
Packaging. The revival of BGL will ultimately benefit the end-customer, both locally and internationally through
the production and introduction of new, value-added and superior quality Pharma Glass Packaging for the local
market as well as for the export markets.
The Management of Tariq Glass Industries Limited (TGL) is revitalizing BGL’s operations. In the first phase the
BGL’s plant (Unit-1) situated at Hub, Balochistan will be rebuilt by increasing its production capacity from 60
tons per day to 110 tons per day. This move brings about several summarized financial benefits:
1. Manufacturing / Fuel Cost Advantage:

Fuel cost is a critical component in glass manufacturing (approximately 45% - 50% of the total cost of
goods). BGL benefits from the availability of Sui Gas at comparatively lower rates in Balochistan compared
to the high-priced RLNG tariff in Punjab. The fuel cost advantage translates to a drop of 25% - 28% when
comparing gas rates between TGL in Sheikhupura (Punjab) and BGL in Hub (Balochistan).
2. New Segment for TGL – Pharma Glass Packaging & Glass Containers:
• Under new management, BGL plans to produce pharma glass packaging for the pharmaceutical industry,
glass containers for the food & beverage industry..
• Infrastructure and operational facilities (e.g., Gas connection, electricity, molds, machinery, refractory,
compressors, generators, etc.) for this purpose are already available on-site.
3. Freight Cost Advantages:

• Due to the location of the Hub (Balochistan) Plant, significant freight costs would be saved for the Southern
Region.
• Export costs would be reduced due to easier transportation to Karachi Ports.
• Less travel also results in less breakage of glass, considering its fragile nature.
4. Various Other Benefits:

• Potential acquisition by competitors in case TGL doesn’t acquire BGL
• Taxation benefits against the available depreciation losses of preceding years.
• Taxation benefits against the available operation losses of preceding years.
19
The Board of Directors of the Company has recommended to the members for approval to provide the following
to BGL:
A. In order to support BGL’s working capital requirements TGL will grant short term loan / short term advance
/ running finance upto PKR 1,000,000,000/- on rollover / renewable basis every year. This loan will carry
markup of Average Borrowing Cost of TGL + 1% OR 3MK + 1.50% whichever is higher.
B. Moreover, BGL may require bank financing to meet its working capital requirements and long term project
financing or BMR financing. Keeping in view BGL’s funding requirements, TGL may issue cross corporate
guarantees upto PKR 3,000,000,000/- in favour of the banks on behalf of BGL for a maximum period of
10 years and will charge guarantee commission at the rate of Average Borrowing Commission Rate for
Guarantees of TGL + 0.05% OR 0.25% per quarter whichever is higher.
booked. This loan will also carry markup of Average Borrowing Cost of TGL + 1% OR 3MK+1.50% whichever
is higher.
BGL are satisfied.
above.
the date of issue.
quarter OR 0.25% per quarter whichever is higher of the outstanding amount shall be charged by TGL from
Balochistan Glass Limited.
BGL will pay commission to the Company on the outstanding amount of security at the rate of of Average
Borrowing Commission Rate for Guarantees of TGL + 0.05% OR 0.25% per quarter whichever is higher.

Undertakings) Regulations 2017 under S.R.O No. 1240(1)/2017 dated 06 December 2017, the directors have
certified that they have carried out their necessary due diligence for the proposed investments (i.e., the equity,
loans and the corporate guarantee) before recommending it to members for approval and it is projected that
the financial health of Balochistan Glass Limited is such that it shall be able to honor its commitments with
the Banks, Financial Institutions and others as well as the commission to be paid to the Company. The signed
recommendations of the due diligence report shall be made available to the members at the general meeting.
20
Note:
1. Average Borrowing Cost of TGL will be derived as under:
Average of “KIBOR for the relevant period” + “the Bank Spread”. Where the existing KIBOR for various facilities
of TGL is on 1 Month, 3 Month and 6 Month basis and the bank spread is ranging from 0.05% to 0.50%).
The Company’s average borrowing cost as on December 31, 2023 from banks / financial institutions for
commercial short-term and long-term loans / financing stands at 22.11% and 6.24%, respectively.
2. Average Borrowing Commission Rate for Guarantees of TGL will be derived as under:
The average of all the Borrowing Commission Rates for Guarantees of TGL from different banks will be
calculated. However, the Company’s Average Borrowing Commission Rate for Guarantees on December
31, 2023 is 0.21% per quarter.

Undertakings) Regulations 2017 under S.R.O No. 1240(1)/2017 dated 06 December 2017, the information
required to be disclosed to the members is as follows:
Ref. No. Requirement Information

(a) Disclosure for all types of investments:
(A) Disclosure regarding associated company
(i) Name of associated company or M/s Balochistan Glass Limited (“BGL”)
associated undertaking
(ii) Basis of relationship Associated company by virtue of common directorship
(iii) Earnings per share for the last three Year BGL
years
2023 -0.52
2022 -1.03
2021 0.10
2020 -1.77
(iv) Break-up value per share, based on Year BGL

latest audited financial statements
2023 3.29
2022 4.25
21
(v) Financial position, including main (Rupees in “000”)
items of statement of financial
position and profit and loss account Description 2023 2022
on the basis of its latest financial Operating Results:
statements
Net Sales 186,006 1,346,050
Gross (loss) / profit (193,690) (170,579)
(Loss) / profit before Tax (142,143) (261,742)
(Loss) / profit after Tax (135,055) (269,442)
Dividend / bonus - -
Financial Position:
Property, plant and equipment 2,357,172 2,488,135
Current Assets 178,560 433,540
Current Liabilities 1,614,913 1,802,394
Current portion of Long Term - 7,746

Liabilities
Long Term Loans - -
Director's loan - unsecured - 313,235
Subordinated Loan-Unsecured 3,830,740 3,635,082
Share Capital 2,616,000 2,616,000
Financial Ratios:
Gross (Loss) / Profit ratio -104.13% -12.67%
(Loss) / Profit before tax ratio -76.42% -19.45%
(Loss) / Profit after tax ratio -72.61% -20.02%
(Loss) / Earnings Per Share -0.52 -1.03
Current ratio 0.111 0.32
Working Capital (1,436,353) (1,229,440)
22
(vi) In case of investment in relation to a project of associated company or associated undertaking
that has not commenced operations, following further information, namely
(I) Description of the project and its history Tariq Glass Industries Limited (the “Company” or “TGL”)
since conceptualization has acquired 50% shares (i.e., 57,555,625 shares) of MMM
Holding (Private) Limited (“MMM”), a holding company of
Balochistan Glass Limited, a listed company (“BGL”) (MMM
owns 220,644,430 ordinary shares i.e., 84.34% of the issued and
outstanding ordinary shares of BGL) from Muhammad Tousif
Peracha (“MTP”) by virtue of Share Purchase Agreement (SPA)
dated May 26, 2023 between TGL and MTP and pursuant to
the completion of process of public offer under the Securities
Act, 2015.
Tariq Glass Industries Limited (TGL) will revive BGL’s operations.

In the first phase the BGL’s plant (Unit-1) situated at Hub,
Balochistan will be made operational with increased production
capacity of 110 tons per day.
(II) Starting date and expected date of BGL's BMR activities will commence immediately upon
completion of work members' approval and are expected to be completed
before the end of the first quarter of the calendar year 2024.
(III) Time by which such project shall BGL was commercially operational, however its production
become commercially operational is closed since May-2022 which will be revived and
commercialized before the end of the first quarter of the
calendar year 2024.
(IV) Exp e cte d time by which the The Project is expected to start paying dividends / return on
project shall start paying return on investment by the end of financial year 2026-2027.
investment
(V) Funds invested or to be invested by No fund has so far been invested in BGL. TGL will extend
the promoters, sponsors, associated short term loan / short term advance / running finance to
company or associated undertaking BGL upto PKR 1,000,000,000/- on rollover / renewable basis
distinguishing between cash and every year. This loan will carry markup of Average Borrowing
non-cash amounts Rate of TGL +1% OR 3MK+1.50% whichever is higher.
Moreover, BGL may require bank financing to meet its

working capital requirements and long term project
financing or BMR financing. Keeping in view BGL’s weak
financial health TGL may issue cross corporate guarantees
upto PKR 3,000,000,000/- in favour of the banks on behalf
of BGL for a maximum period of 10 years and will charge
guarantee commission at the rate of Average Borrowing
Commission Rate for Guarantees of TGL + 0.05% OR 0.25%
per quarter whichever is higher.
23
(B) General Disclosures
(i) Maximum amount of investment to 1. Funded Facility (in shape of short term loan / short term
be made advance / running finance) upto PKR 1,000,000,000/-.
2. Non-Funded Facility (in shape of Cross Corporate
Guarantee) upto PKR 3,000,000,000/-.
(ii) Purpose, benefits likely to accrue Purpose: to provide financial support to BGL which is a
to the investing company and its subsidiary of MMM.
members from such investment and
period of investment Benefits: Guarantee commission will enhance the
profitability of the Company, BGL being subsidiary of MMM
with improved results will add to the value of the members
of the Company.
Period of Investment:
Funded facility – one year.
Non-funded facility – 10 years.
(iii) Sources of funds to be utilized A combination of internally generated funds and the debt
for investment and where the will be utilized for the proposed investment in the BGL.
investment is intended to be made
using borrowed funds
(I) It is expected that investment It is expected that investment will generate higher returns
generates higher returns and in the long term and favourable gearing ratios justify the
favourable gearing ratios justify the investment through debt.
investment through debt.
(II) The Company’s assets will be The Company’s assets will be mortgaged to raise the debt.
mortgaged to raise the debt.
(III) The returns from the investment The returns from the investment are expected to be higher
are expected to be higher than the than the cost of debt.
cost of debt.
(iv) Salient features of the agreement(s), Formal agreements will be executed between TGL and
if any, with associated company or BGL upon approval by the members of the Company of
associated undertaking with regards the proposed special resolutions.
to the proposed investment
(v) Direct or indirect interest of directors, TGL owns 50% equity stake in MMM which is holding
sponsors, majority shareholders company of BGL. The Directors, and their relatives have no
and their relatives, if any, in the interest other than disclosed in BGL / investment in BGL
associated company or associated except that Mr. Mohammad Baig (director of TGL) and
undertaking or the transaction under Mr. Mustafa Baig (executive of TGL) are nominee directors
consideration on the Board of BGL. BGL is not a shareholder of TGL,
however, its two directors namely Mr. Mohammad Baig
and Mr. Mustafa Baig are also the major shareholders of
TGL, holding 11.49% and 11.54% shareholding respectively
in TGL.
24
(vi) I n c a s e a n y i n v e s t m e n t i n No direct investment has yet been made in BGL.
associated company or associated
undertaking has already been made,
the performance review of such
investment including complete
information/justification for any
impairment or write offs
(vii) A ny o t h e r i m p o r t a nt d e t a i l s
necessary for the members to None
understand the transaction
(c) In case investments in the form of loans, advances and guarantees

(i) category-wise amount of investment 1. Funded Facility (in shape of short term loan / short term
advance / running finance) upto PKR 1,000,000,000/-.
Guarantee) upto PKR 3,000,000,000/- in favour of the
banks on behalf of BGL for a maximum period of 10
years.
(ii) average borrowing cost of the 1. Average Borrowing Cost of TGL will be derived as
investing company, the Karachi under:
Inter Bank Offered Rate (KIBOR) for Average of “KIBOR for the relevant period” + “the Bank
the relevant period, rate of return Spread”. Where the existing KIBOR for various facilities
for Shariah compliant products and of TGL is on 1 Month, 3 Month and 6 Month basis and
rate of return for unfunded facilities, the bank spread is ranging from 0.05% to 0.50%.
as the case may be, for the relevant The Company’s Average Borrowing Cost as on
period December 31, 2023 from banks / financial institutions
for commercial short-term and long-term loans /
financing stands at 22.11% and 6.24%, respectively.
2. Average Borrowing Commission Rate for Guarantees
of TGL will be derived as under:
The average of all the Borrowing Commission Rates
for Guarantees of TGL from different banks will
be calculated. However, the Company’s Average
Borrowing Commission Rate for Guarantees on
December 31, 2023 is 0.21% per quarter.
25
(iii) rate of interest, mark up, profit, fees 1. Funded Facility (in shape of short-term loan / short term
or commission etc. to be charged by advance / running finance) upto PKR 1,000,000,000/-.
investing company This loan will carry markup of Average Borrowing Cost
of TGL + 1% OR 3MK+1.50% whichever is higher.
Guarantee) upto PKR 3,000,000,000/- in favour of
the banks on behalf of BGL for a maximum period of
10 years) and will charge guarantee commission at
the rate of Average Borrowing Commission Rate for
Guarantees of TGL + 0.05% per quarter OR 0.25% per
quarter whichever is higher.
(iv) particulars of collateral or security
to be obtained in relation to the NIL
proposed investment
(v) if the investment carries conversion
feature i.e. it is convertible into
securities, this fact along with terms
and conditions including conversion
NIL
formula, circumstances in which the
conversion may take place and the
time when the conversion may be
exercisable
(vi) repayment schedule and terms and 1. Short Term Loan: Total Tenor 1 Year (on Rollover /
conditions of loans or advances to Renewable basis)
be given to the associated company 2. Corporate Guarantees: for a maximum period of 10
or associated undertaking years.
Special Resolutions:
Agenda Item No. 4 – Grant of Short-Term Loan / Short Term Advance / Running Finance to Balochistan
Glass Limited
Companies or Associated Undertakings) Regulations, 2017, for investment of upto PKR 1,000,000,000/- (Rupees
One Billion Only) in Balochistan Glass Limited, an associated company, in the form of Short-Term Loan / Short
Term Advance / Running Finance as and when needed by Balochistan Glass Limited for a period of one year
on rollover / renewable basis, provided that the return on any outstanding amount of loan shall be Average
Borrowing Cost of TGL + 1% OR 3MK + 1.50%, whichever is higher and as per other terms and conditions
Further Resolved that the aforesaid special resolution shall be valid for a period of one (01) year from the date
26
Agenda Item No. 5 – Issuance of Cross Corporate Guarantees on Behalf of Balochistan Glass Limited
in Associated Companies or Associated Undertakings) Regulations, 2017 that the Company be and is hereby
authorized to issue Corporate Guarantees up to PKR 3,000,000,000/- (Rupees Three Billion only), on a joint and
several basis, in favour of financial institutions / banks on behalf of Balochistan Glass Limited with the following
features and as per the terms and conditions disclosed to the shareholders:
principal obligor demanded by the Beneficiaries. In the event, if any amount is demanded and paid to
the Beneficiaries by TGL, a loan receivable from BGL equivalent to the amount paid to the Beneficiaries
will be booked. This loan will also carry markup of Average Borrowing Cost of TGL +1% OR 3MK+1.50%
whichever is higher.
BGL are satisfied.
above
the date of issue.
Further Resolved that the aforesaid special resolution shall be valid for a period of ten (10) years from the date
27
Disclosure of Interest:
Tariq Glass Industries Limited (TGL) owns 50% equity stake in MMM Holding (Private) Limited (MMM) which
is a holding company of Balochistan Glass Limited (BGL) with 84.34% shareholding. The Directors and their
relatives of TGL have no interest other than disclosed in BGL / investment in BGL except that Mr. Mohammad
Baig (director of TGL) and Mr. Mustafa Baig (executive of TGL) are nominee directors on the Board of BGL. BGL
is not a shareholder of TGL, however, its two directors namely Mr. Mohammad Baig and Mr. Mustafa Baig are
also the major shareholders of TGL, holding 11.49% and 11.54% shareholding respectively in TGL.
Inspection:
The documents relating to special business can be inspected by the shareholders from the date of issue of
this notice till the date of meeting at the registered office of the Company during usual business hours from
Monday to Friday (9am-5pm). The latest annual audited financial statements of BGL along with latest interim
financial statements shall also be made available for inspection of the members.
Statement under Rule 4 (2) of the Companies (Investment in Associated

Companies or Associated Undertakings) Regulations, 2017
This statement sets out the material facts concerning the special resolution already passed for making investment
in associated company(s).
Sr. Description Details

(a) Name of the Investee Company M/s Lucky TG (Private) Limited
(b) Total investment approved PKR 4,414,900,000/-
(c) Amount of investment made to PKR 269,500,000/- (on June 05, 2023)
date
(d) Reasons for deviations from the The members passed special resolutions during an
approved timeline of investment, extraordinary general meeting held on March 21, 2022, to
where investment decision was authorize investment in the proposed Lucky TG (Private)
to be implemented in specified Limited. The said company was subsequently incorporated on
time; and October 25, 2022. The resolutions remain valid for a period of
five years from its passing thereof. Therefore, there has been
no deviation from the specified timeline for its implementation
up to the present date.
(e) Material change in financial No material change in financial statements.
statements of associated company
or associated undertaking since
date of the resolution passed for
approval of investment in such
company
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TARIQ GLASS INDUSTRIES LIMITED
PH: 042-111-343-434; FAX: 042-35857692-93
Email Address: info@tariqglass.com; Website: www.tariqglass.com
BALLOT PAPER FOR VOTING THROUGH POST

Ballot paper for voting through post for poll to be held at the Extraordinary General Meeting of Tariq Glass
Industries Limited scheduled on Thursday, the February 15, 2024 at 11:00 AM at the registered office of
the Company situated at 128-J, Model Town, Lahore and through video conferencing.
Contact Details of the Chairman at which the duly filled in ballot paper may be sent:
Address: The Chairman, Tariq Glass Industries Ltd, 128-J, Model Town, Lahore, Email Address: corporateaction@
tariqglass.com.
Name of shareholder / joint shareholders

Registered Address
Number of shares held and folio number / CDC Account
No.
CNIC Number (copy to be attached)
Additional Information and enclosures (In case of
representative of body corporate, corporation and
Federal Government.)
The draft of resolutions in respect of the Special Business to be conducted during the general meeting is as under:
DRAFT OF RESOLUTIONS
AGENDA No. 1: To make balance payment of PKR 350,000,000/- for shares acquired as long-term equity
investment in M/s MMM Holding (Private) Limited, an associated company, to be paid in 12 equal quarterly
instalments:
To pass the following special resolution with or without modification, addition(s) or deletion(s):
make the balance payment of PKR 350,000,000/- in 12 equal quarterly instalments to Mr. Muhammad Tousif
Peracha out of the total long-term equity investment of PKR 970,000,000/- for acquiring 57,555,625 fully paid-up
ordinary shares of PKR 10/- each of MMM Holding (Private) Limited (MMM) in terms of the Share Purchase
Agreement dated May 26, 2023, whereas the funds amounting to PKR 620,000,000/- have already been paid
by the Company to Mr. Muhammad Tousif Peracha when MMM was not an associated company.
37
Secretary be and are hereby singly empowered and authorized to do all acts, matters, deeds and things, take
any or all necessary actions and to complete all legal formalities as may be necessary or incidental expedient
for the purpose of implementing the aforesaid resolutions.”
AGENDA No. 2: To make further long-term equity investment of PKR 583,387,560/- in M/s MMM Holding
(Private) Limited, an associated company:
make the long term equity investment of PKR 583,387,560/- for further acquiring upto 58,338,756 ordinary right
shares of PKR 10/- each of MMM Holding (Private) Limited, an associated company, when offered to the Company.
AGENDA No. 3: To extend term loan convertible into equity amounting to PKR 350,000,000/- to M/s MMM
Holding (Private) Limited, an associated company:
accorded in terms of Section 199 of the Companies Act, 2017 read with the Companies (Investment in
Associated Companies or Associated Undertakings) Regulations, 2017, for investment in the form of long term
loan of upto PKR 350,000,000/- (Rupees Three Hundred Fifty Million Only) to MMM Holding (Private) Limited
(MMM) convertible into long term equity investment comprising upto 35,000,000 shares of MMM at not more
than par value, provided that the return on any outstanding amount of loan shall be Average Borrowing Cost of
TGL + 1% OR 3MK + 1.50%, whichever is higher as per other terms and conditions disclosed to the members.
38
AGENDA No. 4: To extend short-term loan / running finance / short term advance of upto PKR
1,000,000,000/- to M/s Balochistan Glass Limited, an associated company for a period of one (1) year:
Companies or Associated Undertakings) Regulations, 2017, for investment of up to PKR 1,000,000,000/- (Rupees
One Billion Only) in Balochistan Glass Limited, an associated company, in the form of Short-Term Loan / Short
Term Advance / Running Finance as and when needed by Balochistan Glass Limited for a period of one year
on rollover / renewable basis, provided that the return on any outstanding amount of loan shall be Average
Borrowing Cost of TGL + 1% OR 3MK + 1.50%, whichever is higher and as per other terms and conditions
Further Resolved that the aforesaid special resolution shall be valid for a period of one (01) year from the date
AGENDA No. 5: To issue corporate guarantees of up to PKR 3,000,000,000/- in favour of financial institutions
/ banks on behalf of M/s Balochistan Glass Limited, an associated company:
in Associated Companies or Associated Undertakings) Regulations, 2017 that the Company be and is hereby
authorized to issue Corporate Guarantees up to PKR 3,000,000,000/- (Rupees Three Billion only), on a joint and
several basis, in favour of financial institutions / banks on behalf of Balochistan Glass Limited with the following
features and as per the terms and conditions disclosed to the shareholders:
booked. This loan will also carry markup of Average Borrowing Cost of TGL +1% OR 3MK+1.50% whichever
is higher.
BGL are satisfied.
above
the date of issue.
39
Further Resolved that the aforesaid special resolution shall be valid for a period of ten (10) years from the date
I / we hereby exercise my / our vote in respect of the above mentioned Special Businesses through postal ballot by
conveying my / our assent or dissent to the said resolutions by placing tick (√) mark in the appropriate box below:
Sr. Nature and description of resolutions No. of ordinary I / We I / We

shares for which assent to the dissent to the
votes to be casted resolutions resolutions
(FOR) (AGAINST)
1. Special Resolution as per Agenda No. 1 (as given above)
Signature of shareholder(s): __________________________________________
Place:_____________________________ Date:___________________________
NOTES:
1. Dully filled postal ballot should be sent to The Chairman, Tariq Glass Industries Limited, 128-J, Model Town,
Lahore or through email at: corporateaction@tariqglass.com.
2. Copy of CNIC should be enclosed with the postal ballot form.
3. Postal ballot forms should reach Chairman of the meeting on or before February 14, 2024 up till 05:00 PM.
Any postal ballot received after this date / time, will not be considered for voting.
4. Signature on postal ballot should match with signature on CNIC / Company record.
5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.
6. The ballot paper has also been placed on website of the Company (i.e., www.tariqglass.com).
7. Alternatively, the details of E-Voting facility will be communicated via e-mail to the email addresses available
in the Register of Members of the Company by the Company appointed E-Voting Service Provider namely
M/s Digital Custodian Services Company Limited.
8. Members may cast E-Vote online from February 12, 2024 at 09:00 AM till February 14, 2024 at 5:00 p.m.
9. The Board of Directors of the Company has designated M/s Crowe Hussain Chaudhury & Co., Chartered
Accountants, as the Scrutinizer for the purpose of voting, bringing with them the relevant experience, in
accordance with Regulation 11 of the Companies (Postal Ballot) Regulations, 2018.
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NOTICE OF EXTRAORDINARY

TARIQ GLASS INDUSTRIES LIMITED

Salient Features of the corporate guarantees:

By Order of the Board

Lahore, (Mohsin Ali)

a. Procedure for E-Voting:

b. Procedure for Voting Through Postal Ballot:

STATEMENT UNDER SECTION 134(3) OF THE

Sr. Date Pak Rupees

Note: Average borrowing cost of TGL will be derived as under:

Average of “KIBOR for the relevant period” + “the Bank Spread”

In pursuance of Regulation 3(3) of the Companies (Investment in Associated Companies or Associated

In pursuance of Regulation 3(1) of the Companies (Investment in Associated Companies or Associated

Ref. No. Requirement Information

*MMM is a newly incorporated company on September

(iv) Break-up value per share, based on Year MMM

*MMM is a newly incorporated company on September

*MMM is a newly incorporated company on September

Period of Investment: The investment will be for long term.

(b) Additional disclosure regarding Equity Investment

The percentage of shareholding of TGL in MMM is 50%

The Company’s average borrowing cost as on December

The following resolution is proposed to be passed as a special resolution:

The following resolution is proposed to be passed as a special resolution:

The following resolution is proposed to be passed as a special resolution:

Sr. Unit Name Location

1. Manufacturing / Fuel Cost Advantage:

3. Freight Cost Advantages:

4. Various Other Benefits:

Salient Features of the corporate guarantees:

In pursuance of Regulation 3(3) of the Companies (Investment in Associated Companies or Associated

1. Average Borrowing Cost of TGL will be derived as under:

In pursuance of Regulation 3(1) of the Companies (Investment in Associated Companies or Associated

Ref. No. Requirement Information

(iv) Break-up value per share, based on Year BGL

Gross (loss) / profit (193,690) (170,579)

(Loss) / profit before Tax (142,143) (261,742)

(Loss) / profit after Tax (135,055) (269,442)

Property, plant and equipment 2,357,172 2,488,135

Current Assets 178,560 433,540

Current Liabilities 1,614,913 1,802,394

Current portion of Long Term - 7,746

Director's loan - unsecured - 313,235

Subordinated Loan-Unsecured 3,830,740 3,635,082

Share Capital 2,616,000 2,616,000

Gross (Loss) / Profit ratio -104.13% -12.67%

(Loss) / Profit before tax ratio -76.42% -19.45%

(Loss) / Profit after tax ratio -72.61% -20.02%

(Loss) / Earnings Per Share -0.52 -1.03

Current ratio 0.111 0.32

Working Capital (1,436,353) (1,229,440)

Tariq Glass Industries Limited (TGL) will revive BGL’s operations.

Moreover, BGL may require bank financing to meet its

(c) In case investments in the form of loans, advances and guarantees

The following resolution is proposed to be passed as a special resolution:

The following resolution is proposed to be passed as a special resolution:

Salient Features of the corporate guarantees:

Statement under Rule 4 (2) of the Companies (Investment in Associated

Sr. Description Details