TPL Trakker Limited (Hereinafter referred to as “the Company’’ or "TPL Trakker") is a public listed Company. The Company's registered office is situated at Plot No. 1, Sector # 24, near Shan Chowrangi, Korangi Industrial Area, Karachi. TPL Vehicle Tracking (Private) Limited (the Company) was incorporated in Pakistan on December 27, 2016 as a private limited Company under the repealed Companies Ordinance, 1984 (now Companies Act, 2017). Effective from November 30, 2017, the name of the Company was changed to TPL Trakker (Private) Limited. The Company was later converted into a public listed Company on January 17, 2018, and accordingly, the name was changed to TPL Trakker Limited. TPL Trakker’s core business includes vehicle tracking and fleet management solutions. TPL Trakker is now making its way into new business arenas by stepping into the Internet of things-IoT service provision. Post-merger, digital mapping, and location-based services are yet another auspicious addition to its product offerings. It is serving leading corporate clients; corporate, retail, and institutional sectors constitute the client mix and operates a network of 8 branches, across major cities of Pakistan with an installation center in Karachi. In FY25, the Company completed the acquisition of a 100% stake in TPL Security Services. The transaction is intended to expand the product portfolio, generate synergies through integrated technology and service offerings, and optimize costs to improve operational efficiency. The acquisition is anticipated to support new revenue streams and strengthen overall investment value.

TPL Corp. Limited is the major shareholder of the Company which beneficially owns ~64% shareholding. The rest of the shareholding is held with Banks, DFI, NBFI, Modarabas, insurance, and General Public. TPL Corp is a ~53% subsidiary of TPL Holdings. The ownership structure of the Group is considered stable, anchored by the strong leadership of its parent company, TPL Corp. As the majority shareholder, TPL Corp holds significant stakes across all group entities, each operating in distinct business lines. This centralized ownership not only ensures strategic alignment and consistency in decision‑making but also provides financial strength and governance support. The structure enables the Group to pursue diversified ventures while maintaining cohesion, stability, and long‑term sustainability. TPL Trakker’s sponsors bring over two decades of leadership in telematics and IoT solutions, supported by a strong portfolio of strategic investments and innovative initiatives. Their commitment extends beyond business, with active participation in corporate social responsibility programs focused on education, healthcare, and environmental sustainability. TPL Corp Limited, majority-owned by TPL Holdings, has established a diversified presence across multiple business avenues, backed by a sizeable portfolio of strategic investments that reflect solid financial and operational strength.  A key figure in the Group’s leadership, Mr. Jameel Yusuf, serves as Chairman and Director of TPL Trakker Limited. Associated with the Company since 2016, he brings extensive industry knowledge and experience. His contributions have been recognized through numerous awards and accolades, including the prestigious Presidential Award “Sitara‑e‑Shujaat”, conferred in August 1992 for his gallantry services. His leadership continues to provide strategic direction and reinforce the Group’s reputation for resilience and innovation.

The Board of Directors (BoD) of the Company is composed of eight members, reflecting a balanced mix of executive and non‑executive leadership. The composition includes one female director, highlighting the Company’s commitment to gender diversity and inclusion at the highest level of governance. Of the eight members, four serve as non‑executive directors, providing independent oversight and strategic input without direct involvement in day‑to‑day operations. In addition, the presence of two independent directors strengthens the Board’s objectivity, ensuring that decisions are made with impartiality and in alignment with stakeholder interests.  This structure promotes effective governance by combining diverse perspectives, professional expertise, and independent judgment. It enables the Board to oversee management performance, safeguard shareholder value, and guide the Company’s long‑term strategic direction while maintaining transparency and accountability. All Board of Directors (BoD) members are seasoned professionals with experience in managing diverse businessaffairs. The independent directors are well-regarded experts with broad industry knowledge and diverse expertise.Mr. Jameel Yusuf, a businessman by profession is the Chairman of TPL Trakker Limited. He also serves as the Chairman of TPL Corp Limited with vast expertise expanded in managing various business ventures. The Company has its own internal audit function which reports directly to the board Audit Committee. BDO Ebrahim & Co, Chartered Accountants are the external auditors of TPL Trakker. They have given an unqualified opinion on the financial statements for the year ended June 2025.

The Group is structured into multiple operational entities, each managed by specialized teams aligned with their respective functions. Clear reporting lines and well‑defined roles and responsibilities support effective oversight, coordination, and accountability across the organization. At present, all key positions are occupied, ensuring continuity and stability within the management framework. TPL Trakker operates through a streamlined business process reinforced by real‑time management systems, enabling efficient monitoring, timely decision‑making, and consistent execution of strategic objectives. This structure provides both operational resilience and the flexibility to adapt to evolving business requirements. The group's management team comprises highly qualified professionals with extensive skills and diverse experience. TPL Trakker's leadership portfolio includes a wealth of seasoned experts. Notably, Mr. Nader Nawaz, the CEO, who has a long-standing career within the TPL group spanning over 12 years.  Newly appointed CFO of the Company, Mr. Irfan Ahmed, brings with him wealth of experience in the finance and corporate sector. The Company is supported by a capable management team whose long-standing association with the group contributes positively to organizational stability and growth. Clear delegation of authority ensures that departmental heads and managers address operational matters effectively at their respective levels, fostering accountability and timely resolution of issues. This structure enables efficient decision-making, strengthens governance, and supports the Company’s overall strategic objectives.

During FY25, Pakistan’s economy showed signs of stabilization under ongoing reforms. Provisional estimates place real GDP growth at 2.7%, supported by recovery in the services sector and large-scale manufacturing, while agriculture recorded moderate growth. The automobile sector also reflected improvement, aided by macroeconomic stability, lower interest rates, and renewed consumer confidence. Passenger car and LCV sales rose by ~43% year-on-year, driven by easier financing conditions and new model launches. However, the industry continues to face challenges from high input costs, limited localization, and evolving import and energy policies. The tracking services industry in Pakistan is shaped by rising demand for fleet management, logistics efficiency, and security solutions, though infrastructure gaps and regulatory complexities remain constraints. Adoption of GPS-based tracking and telematics has grown steadily, with logistics companies seeking route optimization, fuel savings, and improved delivery times, while corporate clients emphasize asset security and operational transparency. Despite growth opportunities, the sector contends with high operating costs, reliance on imported equipment, and regulatory pressures. Looking ahead, expansion of e-commerce, smart-city initiatives, and IoT applications is expected to transform the industry, creating avenues for innovation and diversification. The industry is evolving rapidly, driven by IoT and telematics advancements, with companies expanding through strategic partnerships and technology enhancements. A significant portion of demand originates from the automobile sector, where vehicle tracking remains the most common application. While the auto industry faces economic challenges, tracking services are expected to shift focus toward fleet management and container tracking. Additionally, service delivery applications aimed at enhancing consumer convenience are gaining traction. With inflation easing and recent reductions in monetary policy rates, the outlook for the industry appears more favorable. TPL Trakker Limited holds a unique position in the industry as the only Company in its segment listed on the Pakistan Stock Exchange (PSX), while there are numerous competitors in market including I‑Tech, Tracking World, and Falcon I remain privately owned. These players primarily focus on conventional telematics and IoT solutions. Operating in a competitive environment, TPL Trakker reports an estimated ~38% share of the tracking and fleet management market, underscoring its scale relative to peers. The Company has pursued a strategic shift toward diversified technology offerings, particularly in the Internet of Things (IoT) space, moving beyond reliance on traditional vehicle tracking services. This transition has broadened the product portfolio and strengthened the Company’s relevance in emerging technology domains, positioning it for growth in areas such as connected mobility, smart logistics, and integrated IoT solutions. While competition continues to intensify, TPL Trakker’s focus on innovation and expansion supports its ability to maintain market presence and operational resilience. Beyond tracking, the Company has entered a wider ecosystem of technology-driven solutions, including IoT applications, industrial automation, cybersecurity, smart-city infrastructure, logistics optimization, and smart agriculture. This diversification enhances its presence across multiple sectors, reduces concentration risk, and creates new channels for sustainable growth. By integrating advanced technologies, TPL Trakker aims to establish itself as a comprehensive solutions provider in both domestic and regional markets. TPL Trakker’s revenue is derived from multiple streams, including equipment installation sales, rental income from tracking devices, monitoring fees, navigation income, e‑ticketing income, and other services. In IQFY26, revenue declined by 36.8% to PKR 280mln, compared to PKR 1.7bn in FY25 and PKR 2.5bn in FY24. Approximately 53% of total revenue is generated from the rental of tracking devices, followed by monitoring income as the next largest contributor. Looking ahead, the revenue base is expected to expand with the growth of the Internet of Things (IoT), the advancement of CPEC-related projects, and the development of transshipment initiatives. In addition, location‑based services represent a segment with potential to add further value to the business. In IQFY26, the Company’s gross profit margin was 26%, compared to 41% in FY25 and 45% in FY24. The net profit margin declined to -27.2%, following a loss of -3.9% in FY25 and a profit margin of 5% in FY24. At the bottom line, the Company reported a net loss of about PKR 76mln in IQFY26, with a loss of PKR 70mln in FY25 and a profit of PKR 135mln in FY24. The Company’s profitability has shown fluctuations across reporting periods, primarily influenced by the nature and timing of contracts with customers.

TPL's working capital requirements arise from credit allowances to corporates and financial institutions, financed through short-term borrowings. In IQFY26, the cash cycle was reduced to ~2 days, down from ~27 days in FY25 and ~69 days in FY24. According to industry norms, the ageing analysis shows that most debtors, primarily corporate clients, take at least four months to pay. During IQFY26, the Company generated free cash flows from operations (FCFO) of PKR 60mln, compared to PKR 523mln in FY25 and PKR 935mln in FY24. This reflects a decline in operating cash generation over the past three reporting periods. Coverage ratios stood at around 1.0x in IQFY26, following 1.7x in FY25 and 2.0x in FY24.The Company’s interest coverage ratio was reported at 0.9x in IQFY26, compared to 1.6x in FY25. As of IQFY26, the Company’s equity base was PKR 2.3bn, compared to PKR 2.4bn in FY25 and PKR 2.5bn in FY24. The debt portfolio consists of both short-term and long-term borrowings. Total borrowings stood at PKR 1.54bn in IQFY26, in comparison to PKR 1.4bn in FY25 and PKR 1.5bn in FY24. The gearing ratio was ~39.8% in IQFY26, after remaining within the range of 38.3%–38.9% during the previous two years.

TPL Trakker Limited has issued a secured, OTC listed & Privately placed Sukuk (Sukuk) amounting to PKR 1.25bln in March, 2021. The Sukuk carried a profit rate of 3MK + 300bps with a tenor of five (5) years. The purpose of the Sukuk is to meet the Company's working capital requirement, investment in group companies, and partial debt repayment. The Sukuk will be redeemed after eighteen (18) equal quarterly payments in March, 2026. As per client representation, the estimated amount is maintained in both FPA and FRSA accounts. By the end of June '25, sixteen principal installments totaling PKR 1,042mln out of PKR 1,250mln have been successfully paid. The most recent payment, comprising PKR ~69.4mln in principal and PKR ~14.05mln in markup, was made at the end of June '25. However as per management representation, September 2025 quarter payment (Principal + Interest) is delayed and is expected to be fully settled by end of December 2025.

The instrument is secured through,1st pari passu hypothecation charge of PKR 70M on present and future movable fixed assets of the Company inclusive of a 25% margin in favor of the Issue Agent for the benefit of Sukuk holders; 1st pari passu hypothecation charge of PKR 340M. on present and future current assets of the Company inclusive of a 25% margin in favor of the Issue Agent for the benefit of Sukuk holders; and 1st pari passu hypothecation charge of up to PKR 1,500M on present and future long-term investments of TPL Corp Limited inclusive of a 25% margin in favor of the Issue Agent for the benefit of Sukuk holders. ·

The Sukuk is secured by way of a first parri passu Hypothecation charge over the present and future moveable fixed asset of the Company with 25% margin. The Sukuk is also secured by the additional security of maintaining Facility Payment Account (FPA) which is maintained with the account bank, such that the entire upcoming installment is deposited in the FPA three (03) days before the upcoming installment. A Facility Reserve Service Account is also maintained with the Bank, in which one installment (Principal + Markup) is maintained throughout the tenure of the Sukuk.