TPL Trakker Limited was incorporated in Pakistan on 04-Dec-08, as a private limited company under the repealed Companies Ordinance 1984 (now Companies Act, 2017).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 is the only investment arm of TPL Group; however, is held through TPL Holdings (Pvt.) Ltd. ('TPL Holdings'), the parent holding Company of the Group. 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, 3 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 reverse merger with Dar Es Salaam Textile Mills Limited, continues to offer comprehensive life and health products, while TPL Security 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.

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, playing active roles 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 9MFY25, TPL Corp had a strong consolidated asset base of over ~PKR 28 billion, supported by an equity base of ~PKR 6.2 billion. The Company posted a consolidated topline of ~PKR 4.4 billion with a bottom line of net loss ~PKR 3.2 billion.

The Company exhibits a structured governance framework characterized by an eight-member board of directors, inclusive of the Chief Executive Officer. The board composition encompasses a blend of director classifications, comprising five 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, Ms. Sabiha Sultan Ahmed, 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). Ms. Sabiha Sultan brings 26 years of senior management experience, demonstrating expertise in new business development within emerging markets, fund management, equity trading and advisory services, and regulatory framework formulation. A holder of an LLB from the University of London Westminster and a qualified barrister (England & Wales), she joined TPL Corp as a director in March 2019. Prior to this, she held director roles at Cenkos Asia (since 2006, providing strategic and regulatory counsel), Standard Chartered Singapore (Director of Asian Equity Sales), JP Morgan Pakistan (Director Head of Sales), and served as a Fund Manager at Societe Generale Asset Management (Asia) – Singapore (1995-2012).

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.

All investment decisions are made/authorized directly by the board of directors.

TPL Corp's investment strategy  primary focus on capital appreciation. As the investment portfolio continues to evolve, the Company has begun generating dividend income. TPL Corp received approximately PKR 444 million in dividend income during FY23 and PKR 314 million in FY24.

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 investments of TPL include TPL Life insurance, TPL Trakker (providing customized digital mapping and tracking solutions), TPL Insurance Ltd., TPL Properties Ltd, which 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). TPLRMC’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.). Investments TPL E- ventures in explores opportunities in startups and fintech. During 9MFY25, the Company further expanded its investment portfolio through the acquisition of a 33.17% stake in Abhi Microfinance Bank.

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 5,720mln as of FY24, providing a cushion to generate liquidity.

The primary sources of cash inflows for TPL Corp comprise: (i) dividend income from subsidiaries and associates, (ii) proceeds from the divestment of investments, and (iii) financial support from the sponsors. However, the Company received nil dividend income during 9MFY25 compared to PKR 314 milliion received during 9MFY24 from TPL Insurance. The Company posted a net loss of ~PKR 725 million during 9MFY25 (9MFY24: Net Loss ~PKR 959 million). However, a consistent dividend stream is yet to be established. On a consolidated basis, revenue stood at ~PKR 4.4 billion in 9MFY25 (9MFY24: ~PKR 4.4 billion).

TCF of the Company stood at PKR -43 million during 9MFY25 (9MFY24: PKR 203 million). Net cash provided by operations increased and stood at PKR 907 million during 9MFY25 (9MFY24: PKR 195 million). Primary reason for such increase was the support extended by the parent company/sponsors by providing loan of PKR. 1.6 billion. Finance costs showed a significant decrease to PKR 691 million in 9MFY24 from PKR 1,095 million in 9MFY24, primarily due to lower markup rates and repayment of principle. Coverages of the Company decreased and stood at -0.1x during 9MFY25 compared to 0.2x in the corresponding period of 2024. This indicates a low ability of the company to meet its interest payments from its operating income, reflecting weak financial health and no cushion against potential fluctuations in interest rates or earnings. Additionally, the debt payback ratio increased to 6.4x in 9MFY25 from 3.1x in FY24. This was largely due to the impact of the high interest rates on the company’s debt servicing. A higher debt payback ratio typically indicates that the company has more pressure to repay its debt, impacting its liquidity and financial flexibility.

TPL Corp’s leverage ratio improved and stood at 68% during 9MFY25 (FY24: ~85%). The Company has issued two long-term instruments (PP Sukuk and PPTFC) of PKR 2.2 billion and PKR 2.3 billion from its balance sheet. Both instruments issued for a tenor of 5 years to re-profile the existing debt and invest in other Group companies. During 9MFY25, the company has successfully made repayments of total PKR. 789 million which includes 1st principal repayments of TFC (for PKR. 377.5 million) & of Sukuk (for PKR. 365 million). The Company intends to repay the instruments through dividend income, Sponsor’s support and proceeds from strategic divesture of its investments. Total debt of the Company stood at ~PKR 6.68 billion during 9MFY25 (FY24: ~PKR 5.3 billion) with the equity base of PKR 2 billion (FY24: PKR 805mln).

On a consolidated basis, Company's shareholders' equity stood at PKR 6,279 million as of 9MFY25, down from PKR 8,554 million in FY24 & revenue stood at ~PKR 4.4bln during 9MFY25 (9MFY24: ~PKR 4.4bln). The Company’s total assets showed a decrease of 1,901 million i.e. declining to PKR 28 billion in 9MFY25, compared to PKR 30 billion in FY24. Furthermore, the Company’s total consolidated debt stood at PKR 6.6 billion in 9MFY25.