TPL Trakker Limited was incorporated in Pakistan on 04-Dec-08, as a private limited company under the repealed Companies Ordinance 1984 (now Companies Act, 2017). The Company was converted into Public Unlisted Company in 2009 and got listed on the Pakistan Stock Exchange Limited on 16-Jul-12. Effective November 24, 2017, the Company's name was officially changed to TPL Corp Limited ('TPL Corp' or 'the Company'). TPL Corp Limited serves as the holding company of the TPL Group, providing strategic oversight and governance across its diversified portfolio of subsidiaries. The principal activity of the Company is to make investments in the Group and other companies. The Company holds investments in 7 subsidiaries (out of which 4 are listed, 2 are unlisted, and 1 is an associate). Core subsidiaries continue to contribute to the group’s performance: TPL Trakker Ltd. (TPLT) offers customized digital mapping and tracking solutions; TPL Insurance Ltd. (TPLI), including Window Takaful operations, with future growth dependent on innovation, diversification, and adaptability; TPL Properties Ltd. (TPLP) redefined its business model by establishing a REIT Management Company (RMC) and investing in TPL REIT Fund I (proposed size: PKR 80 billion; raised: PKR 18.3 billion), which includes three key projects: The Mangrove, One Hoshang, and Technology Park. TPL Life Insurance Limited, which got listed through a reverse merger with Dar Es Salaam Textile Mills Limited, continues to offer comprehensive life and health products, while TPL Security (owned by TPL Trakker Limited) provides integrated security services, and TPL E-Ventures explores investment opportunities in startups and fintech. As of 9MFY25, the Company's investment book stands at PKR 8.9bln and constitutes ~95% of the Company’s total assets. Currently, The management is following a plan to divest certain key assets to bridge the prevailing liability mismatch. A number of funding options, including right shares and financing against shares, are also being explored. Timely execution of these initiatives remains critical, as any prolonged delay may further exacerbate liquidity pressures.
Ownership

TPL Holdings holds a major stake of ~ 62% in TPL Corp. Remaining shareholding lies with mutual funds (0.03%), Individuals (35%) and others (2.5%). The sponsors possess extensive and diversified business experience across multiple key sectors of the economy, including technology, property, investments, insurance, and the financial sector. Their strong business acumen and strategic foresight have enabled them to navigate various economic cycles effectively, mitigating risks while maintaining a consistent growth trajectory. This depth of experience has contributed significantly to the long-term resilience and expansion of the Group’s operations.The sponsors possess extensive and diversified business experience across multiple key sectors of the economy, including technology, property, investments, insurance, and the financial sector. Their strong business acumen and strategic foresight have enabled them to navigate various economic cycles effectively, mitigating risks while maintaining a consistent growth trajectory. This depth of experience has contributed significantly to the long-term resilience and expansion of the Group’s operations.

The Company exhibits a structured governance framework characterized by an seven-member board of directors, inclusive of the Chief Executive Officer. The board composition encompasses a blend of director classifications, comprising four non-executive directors, one executive director (the CEO), and two independent directors. Mr. Jameel Yusuf serves as the non-executive director and is also the chairman of board. Other non-independent directors include  Major General (Retired) Syed Zafar-ul-Hassan Naqvi, Mr. Bilal Alibhai, and Mr. Muhammad Shafi. Notably, two additional independent directors, Mr. Mark Dean and Mr. Nadeem Arshad, possess individual tenures exceeding ten years. The executive director role is held by Mr. Ali Jameel, who concurrently serves as the Company's Chief Executive Officer. The Board include finance, marketing, business experts and respected retired armed forces personnel. Their diverse backgrounds and varied expertise provide holistic guidance to the Company. Mr. Jameel Yusuf serves as the Chairman of the Board, bringing over two decades of diverse experience. He is the founder Chairman Emeritus of the Citizen-Police Liaison Committee (CPLC), a role he held from September 1989 to March 2003. Mr. Yusuf is also a founding trustee of "PANAH," a shelter for women in distress, and a member of the Advisory Council Fellowship Fund for Pakistan (FFFP) and the Woodrow Wilson International Centre for Scholars (WWC) since 2004. His contributions have been recognized through numerous accolades, including the Presidential Award "Sitara-e-Shujaat" (1992) and a nomination for the First United Nations Vienna Civil Society Award (1999). In alignment with effective corporate governance practices, the Company has constituted an appropriately sized Board, supported by two key committees — the Audit Committee and the Human Resource & Remuneration Committee. During FY24, five Board meetings were held, enabling the Board to effectively discharge its oversight responsibilities. The minutes of these meetings were formally recorded and well-documented. In the same period, the Audit Committee convened four meetings, while the Human Resource & Remuneration Committee held one meeting with strong attendance by all members. This structured approach reflects the Company’s commitment to board effectiveness. The Company has established a strong system of internal and financial controls to protect its assets, prevent fraud, and ensure compliance with legal regulations. This control framework is regularly reviewed and monitored by the Internal Audit function, established by the Board Audit Committee. The previous external auditor of the Company "BDO Ebrahim & Co." gave an unqualified opinion and review report on financial statements for the year ended June 24. During FY25, the Company has changed its auditors to M/s. Grant Thornton Anjum Rahman Chartered Accountants. The Company is QCR rated and is placed in ‘category A’ of SBP’s panel of auditors.

The management control of the Company is vested with TPL Group and is supported by a well-defined and structured reporting framework, comprising several key departments to ensure the smooth flow of operations. These departments are further divided into various subdivisions, facilitating clear reporting lines across all levels of the organization. The reporting structure is designed to enhance transparency and ensure that all departments and functions remain aligned with the Company’s strategic objectives. All department heads, including the CFO, report directly to the Company's CEO. Mr. Ali Jameel serves as the CEO of TPL Corp Limited and TPL Properties Limited, holding directorial positions in TPL Investment Management Limited (Abu Dhabi Global Markets licensed), TPL REIT Management Company Limited, TPL Insurance Limited, and TPL Life Insurance Limited. His prior advisory roles include the Board of Investment, Economic Advisory Council, and various task forces within Pakistan's IT and telecommunication sectors. He has also served on the boards of the State Bank of Pakistan, TRG Pakistan Limited, and Agriauto Industries Limited. Mr. Jameel is the Founding Sponsor of TRG Pakistan Ltd. (comprising Afiniti and Ibex), TPL Insurance Limited, TPL Properties Limited, and TPL Trakker Limited. He also serves on the Senior Advisory Board of the London School of Economics (South Asia Centre) and the Board of Governors of the Patient Aid Foundation of Jinnah Hospital. Mr. Junaid Jalil having experience of more than 20 years, serves as the CFO of the Company. Mr. Hashim Sadiq Ali serves the Company as the Chief Internal Auditor. The Company benefits from a management team characterized by significant collective experience within their respective domains. This depth of professional tenure contributes to the operational and strategic execution capabilities of the organization. Management team’s long association with the Company, barring few new positions, with the Group, bodes well for overall growth. TPL Corp practices fortnightly performance review meetings attended by respective department heads. The Company maintains an internal audit function that operates in accordance with the Code of Corporate Governance. This function plays a critical role in evaluating and enhancing the effectiveness of the Company’s internal controls, risk management processes, and governance practices, ensuring compliance with regulatory requirements and industry standards.

The investment portfolio of TPL Corp Limited comprises strategic holdings in key group entities, including TPL Life Insurance Limited, TPL Trakker Limited (offering customized digital mapping and tracking solutions), TPL Insurance Limited, and TPL Properties Limited, which has diversified its business model through the establishment of a REIT Management Company (RMC) and investment in TPL REIT Fund I (proposed size: PKR 80 billion; raised: PKR 18.3 billion). TPL RMC’s first hybrid Shariah-compliant REIT, TPL REIT Fund I, encompasses three major projects: Mangrove—a waterfront mid-rise community (NMC Pvt. Ltd.); One Hoshang—luxury residential units (HKC Pvt. Ltd.); and Technology Park—a commercial office and business hotel project (TTZ Pvt. Ltd.). Furthermore, TPL e-Ventures continues to evaluate opportunities in startups and fintech. Recently, in strategic partnership with Abhi (Private) Limited, TPL Corp successfully completed the acquisition of FINCA Microfinance Bank Limited, now renamed Abhi Microfinance Bank Limited. The Group saw major transformation when TPL Properties sold Centrepoint Tower, to Bank Al Habib Limited in 2021. Subsequently, the Group undertook renewed investments—particularly within the real estate segment—with substantial capital allocations. However, these investments have not translated into meaningful growth or dividend income to date. While portfolio entities retain established market positions, overall performance has remained subdued. As a result, cash flow generation to the holding company remains constrained, and liabilities continue to accumulate, exerting sustained pressure on the Company’s financial risk profile. The Company has a well-balanced portfolio. The Company's core investments are in listed subsidiaries and strategic investments are in unlisted related parties (subsidiaries and associate). The Company does not hold a trading portfolio. Thus, the marketability/liquidity element of the portfolio constitutes of listed companies only with the market value of ~PKR 8.2bln as of 9MFY25, providing a cushion to generate liquidity.

No dividend income was received from the core operations of subsidiaries during the period, which constrained overall cash generation. Consequently, the Company’s cash flows remained subdued, with limited inflows from operating activities. The Company continues to rely heavily on financial support from its sponsor, TPL Holdings (Pvt.) Limited, to meet its debt obligations, leading to delays in repayments. During 9MFY25, total cash flows stood at PKR -43 million, while operating cash flows improved to PKR 907mln, primarily supported by sponsor funding of PKR 1.6bln to facilitate the two initial semi-annual principal payments of PPTFC and PP Sukuk. Finance costs declined to PKR 691 million, mainly due to lower markup rates and partial principal repayments against these instruments. However, coverages weakened to -0.1x (9MFY24: 0.2x), reflecting limited capacity to service interest obligations through operating income and highlighting elevated debt servicing pressure alongside constrained financial flexibility. The Company's accumulated losses have continued to rise, primarily due to the absence of stable revenue streams coupled with escalating operating and financing costs. However, TPL Corp’s leverage position improved, with the debt-to-equity ratio declining to 68% during 9MFY25 (FY24: ~85%), driven by an increase in total equity following the injection of a subordinated loan by the sponsors. To meet financing requirements for its subsidiaries/associated companies and to settle inter-company balances TPL Corp raised debt through various financing arrangements including two debt instruments: a PPTFC of PKR 2,265mln (currently outstanding at PKR 1,510 mln) and a Sukuk of PKR 2,190mln (currently outstanding at PKR 1,460mln). These instruments require quarterly interest payments and semi-annual principal repayments. The most recent principal repayments during June-25 faced challenges due to a lack of liquidity on the Company’s balance sheet and unpredictable timing of sponsor fund injections. Total debt of the Company stood at ~PKR 4,474mln during 9MFY25 (FY24: ~PKR 4,767mln) with the equity base of PKR 2,087mln (FY24: PKR 805mln). On a consolidated basis, Company's shareholders' equity stood at PKR 6,279mln of 9MFY25, down from PKR 8,554mln in FY24 & revenue stood at ~PKR 4.4bln during 9MFY25 (9MFY24: ~PKR 4.4bln). The Company’s total assets showed a decrease of 1,901mln i.e. declining to PKR28 bln in 9MFY25, compared to PKR 30bln in FY24. Furthermore, the Company’s total consolidated debt stood at PKR 6.6bln in 9MFY25.

TPL Corp issued PPTFC amounting PKR 2,265mln to support the reprofiling of existing debt and acquire additional shares in group companies. The profit is being paid quarterly in arrears at the rate of 3M KIBOR + 2.25% per annum calculated on a 365 days basis on the outstanding principal amount. Principal redemption began in Dec 2024. The principal is being paid in six equal semi-annual installments commenced from 28-Dec-24 amounting to PKR 377mln each. Total markup of PKR 1,385mln and total principal of PKR 755mln has been paid till date.

The claims of the instrument holders will rank superior to the claims of ordinary shareholders.

PPTFC has a multi-layered protection mechanism that provides intrinsic mitigation against unforeseen risks. PPTFC is secured by way of i) shares of TPL Trakker, shares of TPL Properties, TPL Life Insurance, TPL Insurance , ii) Debt Payment Accounts (DPA). PPTFC is secured against shares of TPL Trakker (79.7mln), shares of TPL Properties (59.8mln), shares of TPL Life Insurance (26mln), TPL Insurance (50.7mln) shares. with initial margin maintained at 50% while the Company is required to maintain at least 30% at all times. However, during CY24 the margin have remained volatile which the Company is managing by adding additional securities. The DPA is being held under exclusive lien for the benefit of the Participating Institution(s). If a day before prior to the payment date, the DPA does not have enough funds to cover the upcoming installment, the issue agent may liquidate the equity securities pledged with the issue agent equivalent to the short fall amount to cover the upcoming installment after giving prior notice of 15 days to the Issuer. This will be secondary to Takaful Guarantee. This event would initiate a cure period, without invoking the event of default, to manage all modalities and transfer of installment in DPA in a timely manner. Maximum length of the cure period can be 15 days. The cure period availed would attract mark-up at the rate of 3M KIBOR + 250 bps.