TPL Corp Limited (‘TPL Corp’ or ‘the Company’) was incorporated in Pakistan on 04-Dec-08 as a private limited company under the repealed Companies Ordinance 1984 (now Companies Act, 2017), originally under the name TPL Trakker Limited. The Company was converted into a 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, reflecting its evolution into a diversified investment holding 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 continues to offer comprehensive life and health products, while TPL Security (Subsidiary of TPL Trakker Limited) provides integrated security services, and TPL E-Ventures explores investment opportunities in startups and fintech. As of FY2025 (June 2025), the Company’s standalone investment book stands at ~PKR 8.5bln 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.

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 Company’s ownership structure is expected to remain stable in the foreseeable future, primarily due to its affiliation with the TPL Group, a well-established business conglomerate in Pakistan. The sponsors maintain effective control over the Company through their significant shareholding and strategic influence within the Group. Mr. Ali Jameel, an established entrepreneur, plays an active role in both strategic decision-making and day-to-day 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.

TPL Holdings’ main investments are consolidated in TPL Corp. As of FY2025 (June 2025), TPL Corp had a consolidated asset base of ~PKR 27.7bln (9MFY26: ~PKR 24.4bln), supported by a consolidated shareholders’ equity of ~PKR 5.9bln (9MFY26: ~PKR 0.09bln). The Company posted a consolidated topline of ~PKR 6.5bln (FY24: ~PKR 4.9bln) with a net loss of ~PKR 2.2bln (FY24: net loss ~PKR 3.3bln).

The Company exhibits a structured governance framework characterized by a 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 the board. Other non-independent directors include Major General (Retired) Syed Zafar-ul-Hassan Naqvi, Mr. Bilal Alibhai, and Mr. Muhammad Shafi. Notably, two 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 includes 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 FY25, Board meetings were held on a regular basis, enabling the Board to effectively discharge its oversight responsibilities. The minutes of these meetings were formally recorded and well-documented. The Audit Committee and Human Resource & Remuneration Committee continued to convene with strong attendance by all members. This structured approach reflects the Company’s commitment to board effectiveness.

During FY25, the external audit was conducted by M/s BDO Ebrahim & Co., Chartered Accountants. The auditors issued an unqualified (clean) opinion on the standalone and consolidated financial statements, confirming that the financial statements present a true and fair view of the Company’s financial position in accordance with the applicable financial reporting framework, International Financial Reporting Standards (IFRS) as adopted in Pakistan, and the requirements of the Companies Act, 2017.

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.

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.

All investment decisions are made and authorized directly by the Board of Directors, who maintain a strong focus on enhancing the performance and value creation potential of the subsidiary companies. However, most of the investments remain in their growth and development phase and have yet to reach full maturity

TPL Corp’s investment strategy remains focused on strategic investments in its subsidiaries. The Company continues to support and strengthen the operational performance of its group entities. During FY25, dividend income from subsidiaries remained limited as most investments are still in their growth and development phase and have yet to reach full maturity. The strategy remains aligned towards building long-term value and achieving sustainable returns over time

Board of Directors receives quarterly updates on the performance of investee companies. Furthermore, management-identified new initiatives and strategic plans are presented for Board discussion

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.). The Mangrove project represents ~85-90% of the total REIT fund asset value (~PKR 36 billion), with active construction underway. Piling work on Lagoon Views 1 commenced in late 2025, and the NAV per unit stood at PKR 18.28 as of September 2025, representing ~80% appreciation from the original investment. Eight major financial institutions collectively hold 60% of the REIT fund. Proceeds from the planned sale of One Hoshang are expected to be distributed as dividends to REIT unit holders in 2026, subject to anchor investor approval. TPL Insurance reported gross return premium of ~PKR 5.2bln in FY25 (FY24: ~PKR 4.6bln), a growth of 14%, driven primarily by the Motor segment. Profit before tax for TPL Insurance stood at PKR 90mln in FY25. Notably, there is an ongoing acquisition of TPL Insurance by Jazz, with regulatory approvals in advanced stages and expected closure in Q1-Q2 FY26. TPL Trakker reported revenue of ~PKR 1.83bln in FY25 (FY24: ~PKR 3.21bln), impacted by the loss of a government contract (STE), partially offset by 23% growth in the IIoT segment. TPL Corp, in strategic partnership with Abhi (Private) Limited, successfully completed the acquisition of FINCA Microfinance Bank Limited, now renamed Abhi Microfinance Bank Limited. 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 and liquidity element of the portfolio constitutes listed companies only, providing a cushion to generate liquidity when required.

The primary sources of cash inflows for TPL Corp include: (i) dividend income from subsidiaries and associates, and (ii) proceeds from divestment of investments. As a holding company, TPL Corp relies on returns from its investments — either through dividends or capital gains — to meet its financial obligations, particularly given the debt assumed to support its subsidiaries. During FY2025 (June 2025), no material dividend income was received from core subsidiaries. A stable and recurring dividend stream is yet to be established. Considerable financing continues to exist on the balance sheet, while liquidity remains constrained. On a consolidated basis, the Company posted revenue of ~PKR 6.5bln in FY25 (FY24: ~PKR 4.9bln) and a net loss of ~PKR 2.2bln (FY24: net loss ~PKR 3.3bln), indicating an improvement in consolidated profitability. Delays were observed in the Second Principal Payment and in the 12th and 13th Quarterly Profit Payments during June and September 2025, indicating persistent strain on cash flow and liquidity.

No material dividend income was received from the core operations of subsidiaries during FY2025, which constrained overall cash generation at the standalone level. The Company continues to rely heavily on financial support from its sponsor, TPL Holdings (Pvt.) Limited, to meet its debt obligations. On a consolidated basis, operating cash flows improved significantly to ~PKR 1,440mln in FY25 (FY24: negative PKR 527mln), reflecting a notable turnaround in operational performance. Finance costs declined to ~PKR 1,762mln in FY25 (FY24: ~PKR 2,571mln), primarily due to lower benchmark rates and partial principal repayments against the PPTFC and PP Sukuk instruments. However, coverages remain constrained, reflecting elevated debt servicing pressure alongside limited financial flexibility. As of 9MFY26 (March 2026), the trailing twelve-month operating cash flow stood at PKR -1,621mln, signaling renewed pressure at the consolidated level in the current fiscal period.

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. On a standalone basis, TPL Corp raised debt through two instruments: a PPTFC of PKR 2,265mln (currently outstanding at ~PKR 1,510mln) and a Sukuk of PKR 2,190mln (currently outstanding at ~PKR 1,460mln). These instruments require quarterly interest payments and semi-annual principal repayments. On a standalone basis, total debt stood at ~PKR 4,474mln during 9MFY25 (FY24: ~PKR 4,767mln) with an equity base of ~PKR 2,087mln (FY24: ~PKR 805mln). On a consolidated basis, total debt as of FY2025 (June 2025) stood at ~PKR 9,730mln (FY24: ~PKR 9,831mln), with shareholders’ equity of ~PKR 5,901mln (FY24: ~PKR 8,588mln). As of 9MFY26 (March 2026), consolidated shareholders’ equity has contracted further to ~PKR 87mln, reflecting erosion in retained earnings and minority interest. The debt-to-equity ratio at the consolidated level has risen materially on a TTM basis, underscoring the need for timely resolution of liquidity constraints

On a consolidated basis, total assets declined to ~PKR 27.7bln as of FY2025 (FY24: ~PKR 29.8bln; 9MFY26: ~PKR 24.4bln). Consolidated revenue stood at ~PKR 6.5bln in FY2025 versus ~PKR 4.9bln in FY24, representing a 32% increase year-on-year, driven by growth in the insurance and real estate segments. Consolidated net loss narrowed to ~PKR 2.2bln in FY25 (FY24: ~PKR 3.3bln), reflecting lower finance costs and improved operating performance. Total consolidated liabilities stood at ~PKR 21.8bln as of FY2025 (FY24: ~PKR 21.2bln; 9MFY26: ~PKR 24.3bln). Working capital remained negative at PKR -7,739mln as of FY25 (9MFY26: PKR -9,407mln). The EPS (basic) stood at -8.32 in FY25 (FY24: -12.20), indicating an improvement in per-share losses on a year-on-year basis. The overall financial risk profile remains elevated, with resolution contingent upon successful execution of the divestiture plan, sustainable dividend upstream from subsidiaries, and continued sponsor support.