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Limited ('TPL Corp' or 'the Company') was incorporated in Pakistan on 04-Dec-08 as a private limited company under the repealed Companies Ordinance 1984 (now Companies Act, 2017), originally under the name TPL Trakker Limited.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 9MFY26 (March 2026), the Company's standalone investment book stood at ~PKR 8.2bln (FY25: ~PKR 7.8bln) and constituted ~95.27% of the Company's total assets (FY25: ~94.19%). Currently, the management is following a plan to divest certain key assets to bridge the prevailing liability mismatch. The most advanced of these initiatives is the divestment of TPL Corp's ~53.8% stake (106.89mln shares) in TPL Insurance Limited to Jazz International Holding Limited, under a Share Purchase Agreement the transaction has since received merger clearance from the Competition Commission of Pakistan, though completion and receipt of net proceeds by TPL Corp remained pending. Timely execution of these initiatives remains critical, as any prolonged delay may further exacerbate liquidity pressures.

TPL Holdings holds a major stake of ~44.55% in TPL Corp. Remaining shareholding lies with mutual funds (0.042%), Individuals (49.8%) and others (5.6%). 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 9MFY26 (March 2026), TPL Corp had a consolidated asset base of ~PKR 24.4bln (FY25: ~PKR 27.7bln), whereas a marked erosion has been observed in the equity base over the intervening nine months. Consolidated revenue for 9MFY26 also fell sharply to ~PKR 1.72bln (9MFY25: ~PKR 4.42bln). On a full-year basis, the Company posted a consolidated topline of ~PKR 6.5bln in FY25 (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 Grant Thornton Pakistan. 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. Ms. Hiba Syed Ali serves the Company as the Acting Secretary. 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.

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. The acquisition of TPL Insurance by Jazz has since progressed materially, a Share Purchase Agreement was signed for TPL Corp's ~53.8% stake (106.89mln shares) the transaction has received CCP merger clearance, and Jazz's public tender offer for TPLI's remaining minority shareholding (6.67%) concluded in June 2026. Completion of the transaction and receipt of net proceeds (estimated at ~PKR 4.1bln, after a related share acquisition) by TPL Corp is yet to materialize. 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. Delays extended further into 9MFY26: the Third Principal Payment and Quarterly Profit Payments through the 15th installment were also delayed.

No material 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 before working-capital effects. The Company continues to rely heavily on financial support from its sponsor, TPL Holdings (Pvt.) Limited, and related parties, to meet its debt obligations, which has contributed to delays in repayments. During 9MFY26, total cash flow stood at PKR -21mln, while operating cash flow improved to PKR 929mln (FY25: PKR 907mln), driven primarily by working-capital movements rather than underlying operating income, which remained negative at ~PKR 345mln. Repayments of the installments on the PPTFC and PP Sukuk were primarily funded through related-party support, with this Exposure rising to ~PKR 6,058mln as of 9MFY26 (FY25: ~PKR 4,624mln), Coverages, remained weak underscoring the Company's continued dependence on sponsor rather than self-generated cash flow, to service its obligations. 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 and a Sukuk of PKR 2,190mln. These instruments require quarterly interest payments and semi-annual principal repayments. currently PPTFC is outstanding at ~PKR 1,132.5mln (previously ~PKR 1,510mln), the PP Sukuk is outstanding at ~PKR 1,095mln (previously ~PKR 1,460mln). On a standalone basis, total borrowings stood at ~PKR 2,604mln as of 9MFY26 (FY25: ~PKR 3,752mln; FY24: ~PKR 4,854mln). Leveraging stood at 120.8% as of 9MFY26 (FY25: 114.6%; FY24: 121.1%), underscoring a capital structure with negative equity that is effectively wholly debt-funded. emphasizing the need for timely resolution of liquidity constraints. On a consolidated basis, total assets stood at ~PKR 24.4bln as of 9MFY26 (March 2026), down from ~PKR 27.7bln as of FY2025 (FY24: ~PKR 29.8bln). Total consolidated liabilities stood at ~PKR 24.3bln as of 9MFY26 (FY25: ~PKR 21.8bln; FY24: ~PKR 21.2bln whereas revenue for 9MFY26  fell sharply to ~PKR 1.72bln, down ~61% from ~PKR 4.42bln in the corresponding 9MFY25 period, driving an operating loss of ~PKR 4.81bln (9MFY25: ~PKR 2.10bln) and a net loss for the period of ~PKR 5.86bln (9MFY25: ~PKR 3.24bln) - a materially wider loss than the full-year FY25 net loss of ~PKR 3.4bln, underscoring a sharp deterioration in consolidated performance during the current fiscal year. 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.

TPL Corp issued PP Sukuk amounting PKR 2,190mln in Jun22 to support the reprofiling of existing debt and acquire additional shares in group companies. The profit is being paid semi-annually in arrears at the rate of 3M KIBOR + 2.25% per annum calculated on a 365 days basis on the outstanding principal amount. The principal is also being paid in six equal semi-annual installments commenced from 23-Dec-24 amounting to PKR 365mln each. Total markup of PKR 1,447mln and total principal of PKR 1,095mln has been paid till date.

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

Sukuk is secured by way of i) shares of TPL Trakker, shares of TPL Properties, TPL Life Insurance, TPL REIT Fund 1 Units, ii) Debt Payment Accounts (DPA). PPSUKUK is secured against shares of TPL Trakker (15.5mln), TPL Properties (116.8mln), TPL Life Insurance (33mln), and TPL REIT FUND 1 (25.7mln units). The minimum required margin has since been raised to 40% (from an original 30%) at investors' request, against which the current 71% coverage still represents a substantial cushion. 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 + 225 bps.