TPL Insurance Limited was incorporated in Pakistan in 1986 as a public limited company under the Companies Ordinance, 1984 (now the Companies Act, 2017). The Company is listed on the Pakistan Stock Exchange Limited.

The Company commenced operations in 2005 as Pakistan's first direct insurance provider. In 2006, it established an auto dealership network, achieving PKR 100mln in premiums. By 2009, the Company had expanded through a nationwide branch network, and in 2011, it grew to over 100 employees, secured a listing on the Pakistan Stock Exchange, and surpassed PKR 500mln in premium. The Company ranked among Pakistan's top 10 insurers in 2012, and in 2014, it launched Window Takaful operations, achieving PKR 1bln in premiums. By 2015, it had become the third-largest motor insurer, serving over 100,000 retail and corporate customers. In 2016, the Company diversified into fire, marine, and commercial lines, with premiums reaching PKR 2bln. This was followed by the launch of a digital sales platform in 2017 and Pakistan's first self-survey app in 2018. In 2019, the Company introduced Drive Pro, Pakistan's first telematics-based auto insurance solution, alongside agri insurance. Operational efficiency improved in 2020 through motor claims digitization, WhatsApp-based customer facilitation, and ISO 9001:2015 certification. In 2021, the Company secured equity investment from DEG, Germany, and launched Pakistan's first lifestyle insurance app. In 2022, it received a capital injection from Finnfund, introduced Platinum Drive (a premium telematics insurance product), entered the metaverse as Pakistan's first insurer, and launched Buy Now Pay Later insurance, surpassing 400,000 app downloads.

The Company operates in both Conventional and Takaful segments, offering a diversified product portfolio that includes Auto, Fire, Marine, Health, Home, Travel, Mobile, Cyber Risk, Engineering, Agriculture, and other miscellaneous lines. Its operations are supported by a network of six branches across Pakistan, including the Head Office in Karachi. The principal office of the Company is located at: 29th Floor, Sky Tower A, East Wing, Dolmen City, HC-3, Abdul Sattar Edhi Avenue, Block 4, Clifton, Karachi, Pakistan.

The Sponsors own a major stake of ~54.5%, through TPL Corp Limited (~53.81%). and TPL Holdings (~0.73%). Foreign companies hold ~32.9% of the Company's shares, with prominent shareholdings held by DEG - Deutsche Investitions- und Entwicklungsgesellschaft MBH (~15.85%) and Finnish Fund for Industrial Cooperation Limited. (~17.00%). The remaining stake (~12.6%) is held by mutual funds, individuals and others.

The ownership restructuring process is currently underway, with Jazz International Holding Limited expected to acquire a significant stake in the Company. This transaction is anticipated to enhance the ownership framework and improve its overall stability.

The Sponsors' strong expertise and insights, backed by a diversified portfolio of subsidiaries, have contributed to sustained growth despite multiple economic cycles.

The financial strength of TPL Insurance is underpinned by the strong financial muscle of its sponsoring group, which provides continued support to the Company. Several entities operate under the umbrella of TPL Corp, including TPL Trakker, TPL e-Ventures, Abhi Microfinance Bank, TPL Properties, TPL Property Management (Pvt.) Limited, TPL Developments (Pvt.) Limited, TPL Logistic Park (Pvt.) Limited, TPL REIT Management Company Limited, and TPL Investment Management Limited.

Overall control of the Company's Board is vested in eight members, including the CEO. The Board comprises three non-executive directors, two independent directors (including female representation), two nominated directors, and executive director each. The composition reflects a strong governance framework. The Board is chaired by Mr. Jameel Yusuf Ahmed S. St.

The Chairman, Mr. Jameel Yusuf Ahmed S. St, is a seasoned businessman and the founding Chairman of the Citizen Police Liaison Committee (CPLC). He served as Chairman of the CPLC from 1989 to 2003. Currently, he is the Chairman of TPL Corp and holds a directorship at the Asia Crime Prevention Foundation (ACPF). He has also been a member of the Advisory Council of the Fellowship Fund for Pakistan (FFFD) since 2004. Mr. Ali Jameel holds a Bachelor's degree in Economics from the London School of Economics. He is an Associate Member of the Institute of Chartered Accountants in England and Wales, having qualified with KPMG Peat Marwick in London. He serves on the boards of several entities, including TPL Investment Management Limited, TPL Life Insurance Limited, TPL Properties Limited, and TPL REIT Management Company Limited. Mr. Muhammad Aminuddin qualified as a Chartered Director in 2018, a corporate governance certification under the Royal Charter, and is a Fellow of the Institute of Directors, UK. He has served as CEO of United Bank UK and as Deputy CEO and Executive Director of IGI Life Insurance Limited. He has also held senior roles at ABN AMRO and RBS within the Global Commodity Finance, Financial Institutions, and Capital Markets groups. Ms. Naila Kassim holds a Bachelor of Science degree with a major in Marketing from Southeastern University, Washington, D.C. She has served as Group Head of HR & Communications at Engro Group and worked with Intel Corporation to promote technology usage and IT penetration in Pakistan and Thailand. Mr. Rana Assad Amin holds a Master's degree in Project Management from Miilardalen University, Sweden, and an MBA from the University of Bradford, UK. He also holds degrees in LLB (Law) and M.A. in Political Science from the University of the Punjab. He has over 35 years of experience in public service, having served in key positions in the Government of Pakistan. Ms. Ayla Majid is an Eisenhower Global Fellow (2021) and serves as Vice President of the Association of Chartered Certified Accountants (ACCA). With over a decade of governance experience, she sits on several local and international boards, including Government Holdings, Siemens Pakistan Engineering, and Abbott Laboratories (Pakistan) Limited. Mr. Benjamin Brink studied Banking & Finance at the University of Applied Sciences in Cologne. He has over 20 years of experience in the German banking industry and, as Vice President of DEG, has been covering clients in Asia since 2010. Mr. Aqueel Merchant possesses over 30 years of experience in professional services, primarily in consulting. His expertise spans banking and financial services, FMCGs, manufacturing, development, and government and public sector clients across Pakistan, Afghanistan, the UK, and the Middle East.

In line with corporate governance best practices, the Company has established a robust Board committee structure to support effective oversight and decision-making. The Board has four committees: the Ethics, HR, Remuneration and Nomination Committee, chaired by Ms Naila Kassim, the Investment Committee, chaired by Mr. Muhammad Ali Jameel; and the Audit Committee & Compensation Committee,  both chaired by Mr. Aqueel Merchant. During CY25, five meetings of the Board of Directors were held, with consistently high attendance by all members, reflecting their strong commitment and active oversight.

Grant Thornton Anjum Rahman Chartered Accountants have been appointed as the external auditors of the Company and are classified in "Category A' on the State Bank of Pakistan panel of auditors. The auditors have expressed an unqualified opinion on the financial statements for the period ended December 31, 2025. The Internal Audit Function ("IAF"), comprising the Chief Internal Auditor ("CIA"), Mr. Hashim Sadiq, Manager, and supporting staff, maintains a direct reporting line to the Board Audit Committee ("the Committee"), ensuring independence in accordance with the requirements of the Code of Corporate Governance (CCG). Furthermore, the CIA's dual role as Secretary to the Committee, along with consistent attendance at all quarterly meetings, reflects strong coordination and effective communication between the IAF and the Committee.

The Company maintains a well-defined organizational framework divided into six departments, namely: (i) Underwriting, (ii) Claims, (iii) Sales, (iv) Operations, (v) Finance, and (vi) Digital Department. The HoD reports directly to the CEO, who then reports to the BoD. However, the Head of Internal Audit and HR administratively reports to the CEO and functionally reports to their respective BoD Committees.

The Company's senior management comprises seasoned professionals with extensive experience. The CEO, Mr. Muhammad Aminuddin, qualified as a Chartered Director in 2018, a corporate governance certification granted under the Royal Charter, and is a Fellow of the Institute of Directors, UK. He has previously served as CEO of United Bank UK and as Deputy CEO and Executive Director of IGI Life Insurance Limited. He has also held senior positions at ABN AMRO and RBS within the Global Commodity Finance, Financial Institutions, and Capital Markets groups. The Chief Financial Officer, Mr. Yousuf Zohaib Ali, has been associated with the Company since October 2020 and possesses over two decades of professional experience. He is supported by a team of qualified professionals. Going forward, a restructuring of the management team is anticipated in light of the ownership transition.

The Company has established four management committees to support effective operational oversight and risk management: (i) Underwriting Committee, (ii) Reinsurance and Co-insurance Committee, (iii) Claims Settlement Committee, and (iv) Risk Management and Compliance Committee. Each committee is chaired by an independent director, ensuring objectivity and strong governance. The committees convene on a quarterly basis to review performance, assess key risks, and support informed decision-making in their respective areas of responsibility.

The Management Information System (MIS) generates comprehensive monthly reports for the Board of Directors, while also providing management with structured and sophisticated tools to support decision-making and improve oversight. During the period under review, the Company undertook several initiatives aimed at enhancing automation, improving reporting efficiency, and strengthening operational controls. Key initiatives included CDC integration, deployment of the Surveyor App, core third-party system integrations, rollout of Titania, implementation of automated MIS reporting, development of the Financial Guarantee Module, enhancements to the Reinsurance Module, integration of PayFast and HBL 1Bill, improvements to the IMS for motor claims, and implementation of HubSpot for sales and customer lifecycle management.

Claims approval is centralized at Head Office. Upon receipt of a verbal claim intimation, the Loss Executive or agent (Call Center) records the incident in the Claim Intimation Slip (CIS). Intimations may be received through the Company's 24/7 call center, Trakker Business Partners (TBPs) (i.e., TPL's dealers), or directly via the Claims Department.

The Committee is responsible for overseeing the investment and reinvestment of funds while ensuring adequate solvency in accordance with the Insurance Ordinance 2000, applicable SECP regulations. It monitors fund management through periodic reports and discussions with investment staff, focusing on key performance drivers such as asset allocation and investment strategy. Investment performance is assessed by comparing actual returns with Board- or Committee-approved benchmarks while ensuring compliance with established policies and risk limits. Additionally, the Committee periodically evaluates its own performance and reports the results to the Chairman of the Board.

The Company has established a comprehensive risk management framework to identify, assess, and mitigate a broad range of risks, including but not limited to insurance, financial, credit, operational, regulatory, technology and cyber, people and HR, environmental, reputational, and group level risks that may impede the achievement of its business objectives and plans. The Company's CRM policy outlines a systematic risk management methodology comprising the following phases: (i) Risk Assessment (including risk identification, risk analysis, and risk evaluation), (ii) Risk Treatment, and (iii) Review, Monitoring, and Reporting.

Pakistan's general insurance sector remains competitive and fragmented, with growth still anchored in the eon ef1!'ona segment and a gradually expanding takaful footprint. Large insurers continue to dominate through scale, diversified underwriting portfolios, and stronger investment income buffers, while smaller players operate in ~aicbe segments. During 9MCY25, industry Gross Premium Written (GPW) marginally declined to - PKR 170bn (9MCY24: - PKR 171bn; -0.6% YoY), indicating subdued topline momentum. Profitability weakened materially, as underwriting results fell - 50% YoY to -PKR 4.8bn, reflecting heightened claims pressure and underwriting strain amid inflationary conditions. Additionally, a -16% YoY decline in investment income, driven by monetary easing, further compressed overall earnings. Going forward, sector dynamics are expected to remain sensitive to claims volatility, pricing discipline, and reinsurance structures. However, emerging factors may provide selective support: heightened geopolitical risks (e.g., USA-Iran tensions) could drive demand in the marine segment, while regulatory enforcement- such as mandatory third-party motor insurance in Sindh-may support premium inflows. Low penetration levels and increasing digital adoption continue to define the medium-term growth and transformation trajectory.

With a market share of ~2.7% as of CY25, TPL Insurance Limited falls in the mid-tier of the respective universe.

In CY25, the Company's consolidated gross written premium (GWP) increased to PKR 5.7bln (CY24: PKR 5.0bln), reflecting a strong year-on-year growth of ~15%, primarily driven by a significant increase in premiums from Window Takaful Operations (CY25: PKR 3.3bln; CY24: PKR 2.5bln). The revenue mix remains concentrated, with the Motor segment contributing ~70% to total GWP. Marine and Miscellaneous segments recorded robust growth of ~47% and ~85%, respectively. Conversely, premiums from the Fire & Property and Health segments contracted by ~35% and ~20%, respectively. Overall, growth momentum is supported by ongoing product diversification initiatives and healthy expansion across the Agriculture, Travel, Pet (Pawsurance), Solar, and Titania products.

In CY25, the Company's underwriting profit reflected a sizable improvement at PKR 88mln compared to PKR 37mln in CY24. The Motor and Miscellaneous segments reported growth of ~161% and ~389% in underwriting results, respectively. Management maintained strong reinsurance discipline in the Motor segment, while increased market penetration from microinsurance products supported profitability in the Miscellaneous segment. Conversely, the underwriting profit from Fire & Property and Marine declined by ~66% and ~83%, respectively. Non-core income of PKR 207mln provided a cushion to the bottom line; however, this was partially offset by higher other expenses. Consequently, the PAT improved to PKR 48mln (CY24: PKR 21mln).

The Company's investment book recorded a modest increase to PKR 4.7bln in CY25 (CY24: PKR 4.5bln), despite the strategic divestment of its stake in TPL Properties. The portfolio remains largely concentrated in deposits, comprising ~93.28% (including window takaful) at PKR 4.4bln. This is followed by government securities (~5.36%) comprising Pakistan Investment Bonds (PIBs), with a marginal allocation to equity instruments and mutual funds (~1.36%).

On the sustainability front, the management continues to diversify its product portfolio, with a particular focus on microinsurance offerings, while simultaneously strengthening its digital distribution footprint through strategic partnerships with platforms such as Sastaticket and InsureMart. These initiatives enhance customer reach, improve financial inclusion, and support scalable, long-term growth through more efficient and technology-driven distribution channels.

In CY25, the Company's claims outstanding days improved to 121 days (CY24: 149 days), indicating enhanced efficiency in claims processing and settlement. Despite this operational improvement, the overall claims ratio increased to ~50% (CY24: ~48%), reflecting a 2% rise on a year-on-year basis. Segment-wise, the sharp escalation in the Fire and Property claims ratio to ~86% compared to ~21% as of CY24 stands out, suggesting the occurrence of sizable or more frequent loss events, which weighed on underwriting performance. The Health segment remained elevated at 96%, indicating sustained pressure from claims. In contrast, the Motor segment reported a relatively moderate claims ratio of ~46%, supported by improved underwriting discipline and reinsurance arrangements. While Marine (~18%) and Miscellaneous (~20%) segments continued to exhibit controlled claims.

The Company maintains established relationships with a diversified panel of reputable reinsurers across both its conventional and takaful operations. This panel includes Hannover Re (A+ by S&P), Saudi Re (A- by S&P), PRCL (A by VIS), SAVA Re (A+ by S&P), Labuan Re (A- by A.M. Best), Singapore Re (A by A.M. Best), Kenya Re (B by A.M. Best), and Oman Re (BBB- by Fitch. During the period, the Company undertook a review of its reinsurance program with an emphasis on enhancing treaty capacities. As a result, conventional treaty limits for the Fire and Engineering catastrophe excess of loss capacity were increased by up to 200%. Similarly, within the takaful portfolio, treaty capacities for the Fire and Marine segments were strengthened by 43% and 50%, respectively.

In CY25, the Company's liquid assets surged by 4% on a year-on-year basis, clocking at PKR 4.7bln (CY24: PKR 4.5bln). The Company's liquid assets to net insurance premium ratio declined to 108% (CY24: 129%), primarily due to a higher net insurance premium base during the period, despite a stable/liquid asset position. Similarly, the ratio of liquid assets (net of borrowings) to outstanding claims, including IBNR also decreased to 338% (CY24: 391%).

The Company's Minimum Capital Requirement (MCR) remains comfortably above the regulatory threshold, indicating a strong capital adequacy position. During the period under review, the Company's equity base witnessed a marginal increase to PKR 2.78bln (CY24: PKR 2.75bln). Liquid investments to equity improved to 168% (CY24: 164%), underscoring enhanced financial flexibility and a stronger capacity to absorb potential shocks.