TPL Properties Limited (“the Company”) was incorporated in Pakistan on February 14, 2007, as a private limited company under the repealed Companies Ordinance, 1984 (now replaced by the Companies Act, 2017). In 2016, the Company was converted into a public limited company and listed on the Pakistan Stock Exchange Limited. The registered office of the Company is located at the 20th Floor, Sky Tower – East Wing, Dolmen City, Block 4, Clifton, Karachi.

TPL Properties Limited was established with the principal objective of investing in, purchasing, developing, and constructing real estate projects, as well as selling, leasing, or otherwise disposing of commercial and residential properties, including buildings, houses, shops, plots, and other premises. The Company completed its first major project, Centrepoint, in 2013, an iconic office development that set a new benchmark for premium commercial real estate in Pakistan and was later acquired in 2021 by a leading commercial bank for the establishment of its head office, marking a significant milestone in the project’s lifecycle. In 2022, TPL Properties expanded its footprint in the property investment space by establishing TPL REIT Management Company Limited and launching TPL REIT Fund I, the largest Real Estate Investment Trust (REIT) in Pakistan with a fund size of PKR 18 billion, enabling the institutionalization of its real estate investments and enhancing long-term value creation through a professionally managed and diversified portfolio. The Company is deeply committed to sustainable and environmentally responsible development, adhering to the U.S. Green Building Council’s LEED certification framework to benchmark sustainability across its portfolio. Its projects are thoughtfully designed to integrate Pakistan’s cultural heritage with modern architecture while maintaining harmony with surrounding coastal ecosystems. Through partnerships with leading international and local architectural, design, and engineering firms, TPL Properties committed to deliver world-class, innovative, and environmentally conscious developments that set new standards of excellence in Pakistan’s real estate sector.

As the institutional real estate company, a comprehensive range of real estate services is offered by TPL Properties, including development services, facility management, and fund management. The investment portfolio covers residential, commercial, retail, hospitality, and logistics warehousing sectors.

TPL Properties Limited operates under TPL Corp Limited, a diversified investment holding company. Within this structure, TPL Corp holds a 31.46% stake in TPL Properties, Alpha Beta Capital Markets (Pvt.) Limited holds 5.80%, and the Company’s directors, CEO, and their immediate families collectively hold 9.48%. The remaining shares are held by the general public and institutional investors.

The TPL Group has been a prominent player in Pakistan’s corporate landscape for over two decades, renowned for its strategic foresight and diversified portfolio spanning core verticals, insurance (life and non-life), real estate, asset tracking, security services, technology, digital mapping, and financial services. The Group’s evolving operations and diversified footprint suggest a reasonable degree of financial stability and governance maturity.

TPL Group has exhibited sound business acumen through its ability to identify emerging opportunities and strategically expand its operations over time. Its approach balances prudent risk management with innovation, enabling it to remain responsive within Pakistan’s evolving economic environment. Recently, VEON Group Holding Company Ltd. announced its plan to acquire and assume control of TPL Insurance Limited, representing a notable foreign investment in Pakistan’s insurance sector. The development reflects TPL’s ability to attract credible international partners and market positioning through strategic collaborations.

The Group’s financial profile demonstrates stability, backed by diversified revenue sources, prudent financial management, and a balanced capital structure. The sponsor has also exhibited a consistent track record of extending financial support to the Group whenever required, reinforcing overall financial flexibility.

Overall control of the Company is vested in a seven-member Board of Directors, comprising three Non-Executive Directors, three Independent Directors, and one Executive Director. The Board is elected for a three-year term. The re-election of the Board, originally scheduled for October 28, 2025, has been extended to November 27, 2025, following the Company’s request to delay the Annual General Meeting under Section 132 of the Companies Act, 2017.

Mr. Jameel Yusuf S.St. serves as the Chairman of the Board of TPL Properties and is a distinguished businessman, philanthropist, and corporate leader with decades of experience across multiple business domains. He also chairs TPL Corp Limited and other associated companies within the TPL Group, providing strategic oversight and governance leadership. In recognition of his civic contributions, he was awarded the Presidential “Sitara-e-Shujaat” for gallantry in 1992 and nominated for the United Nations Vienna Civil Society Award in 1999.

Supporting him is a dynamic and diverse Board comprising: Non-Executive Directors – Vice Admiral (R) Muhammad Shafi HI(M) and Ms. Fauzia Kehar; Independent Directors – Mr. Khalid Mahmood, Mr. Ziad Bashir, and Mr. Ahmed Mujtaba Memon; and Executive Director – Mr. Ali Jameel (Chief Executive Officer). Collectively, the Board brings extensive expertise across real estate development, venture capital, investment banking, fund management, and information technology, ensuring strong governance, strategic foresight, and sustainable value creation for all stakeholders.

To ensure sound governance and accountability, the Board has established two key committees - the Audit Committee and the Human Resource & Remuneration Committee, in compliance with the Code of Corporate Governance. These committees oversee internal controls, financial reporting integrity, and human capital development, ensuring transparency and adherence to best practices. The Board convenes regular meetings, as necessary, with full participation from all members to facilitate effective decision-making and oversight.

M/s Grant Thornton Anjum Rahman, Chartered Accountants, an ‘A’ category firm on the State Bank of Pakistan’s panel of auditors, serve as the external auditors of TPL Properties. They issued an unqualified opinion on the Company’s financial statements for the year ended June 30, 2025, reflecting fair and transparent financial reporting. In their review report of 1HFY26, the auditors highlighted that the sponsors have expressed their commitment to provide necessary support to the Company, which is essential for it to continue as a going concern. Based on this sponsor support, the unconsolidated condensed interim financial statements have been prepared on a going concern basis. The auditors also noted that their review was limited in scope and did not constitute an audit.

TPL Properties maintains a streamlined organizational structure, with each function overseen by a seasoned professional. This structure ensures efficient management, fosters clear accountability, and supports the Company’s ability to execute its strategic goals effectively while maintaining operational excellence.

Mr. Ali Jameel serves as the Chief Executive Officer and Executive Director of TPL Properties Limited. With extensive leadership experience, he provides strategic direction and oversight, contributing to the Group’s growth and diversification. He also holds directorships on the boards of TPL Corp Limited, TPL REIT Management Company Limited, TPL Insurance Limited, and TPL Life Insurance Limited, ensuring strategic alignment across the Group. Supporting him in financial management and planning, Mr. Adnan Khandwala serves as the Chief Financial Officer, overseeing the Company’s financial strategy, reporting, and governance framework. Together, the team brings diverse expertise across strategy, operations, finance, technology, risk, and compliance, ensuring cohesive execution of the Company’s strategic objectives.

TPL Properties operates through seven key functional domains that directly report to the Chief Executive Officer: (i) Information Technology, (ii) Finance, (iii) External Relations & CSR, (iv) Marketing and Communication, (v) Human Resources, (vi) Operations, and (vii) Project Management. This streamlined and well-defined organizational structure ensures effective coordination, fosters clear accountability, and enhances the Company’s capacity to achieve its strategic and operational goals efficiently.

TPL Properties maintains a strong IT infrastructure and robust digital control framework to support its business operations. The Company utilizes the Oracle E-Business Suite as its Enterprise Resource Planning (ERP) solution, with two key modules currently operational, Financial and Supply Chain. In addition, the company has also implemented Building Security Management Solution (BMS), that automates and manages critical building functions such as lighting, power distribution, heating, ventilation, and air-conditioning systems. This integration enables real-time monitoring, improves energy efficiency, and ensures smooth and secure building operations across its real estate portfolio.

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.

During FY25, property prices recorded modest growth amid gradual market stabilization, while steel and cement prices remained broadly stable, supporting cost predictability for developers. Easing macroeconomic indicators and lower interest rates in FY26 are expected to further strengthen the sector, complemented by supportive fiscal measures in the Federal Budget, including reduced withholding tax on property purchases, withdrawal of the 3–7% Federal Excise Duty, and reintroduction of tax credits on housing finance. However, the non-reinstatement of the capital gains tax exemption on REIT transfers limits potential growth in the organized REIT market. Collectively, these factors are expected to sustain construction activity and enhance investment prospects in formal real estate and REIT segments.

TPL Properties Limited has positioned itself as a leading innovator in Pakistan’s real estate sector through its institutionalized investment and development model. While it has completed one major project to date (Centrepoint), the Company has earned a strong reputation for quality and sustainability, reflected in its ongoing flagship developments—One Hoshang and The Mangroves. Through its wholly owned subsidiaries, TPL REIT Management Company Limited and TPL Developments (Pvt.) Limited, TPL Properties manages and develops assets under TPL REIT Fund I, Pakistan’s first Sharia-compliant sustainable REIT, where it holds a 34.98% strategic stake. Expanding globally, the Company operates TPL Investment Management in the UAE, enhancing its fund management reach. Overall, TPL Properties stands out as a forward-looking real estate investment platform combining innovation, sustainability, and institutional expertise.

TPL Properties Limited’s income primarily comprises dividends from TPL REIT Fund I, management fees from TPL REIT Management Company Limited, and development-related income through TPL Developments. These streams remain limited and largely dependent on project execution and asset monetization within the REIT structure. Progress across the REIT Fund I portfolio has been slower than anticipated, leading to extended development timelines and delays in dividend inflows. In FY25, the Company recorded an unrealized loss of PKR 639mln on its investments, while in 1HFY26 it posted a loss of PKR 2,491mln, driven by declines in the fair market value of TPL REIT Fund I units. Given that movements in the per-unit valuation have a material impact on the Company’s income and losses, management expects revenue generation to improve by the close of FY26, as projected across multiple streams—including dividend income from the REIT Fund and proceeds from the planned Offer for Sale of units—which are expected to enhance liquidity. Going forward, the timely realization of these projections remains critical to sustaining the Company’s financial stability.

In line with revenue trends, TPL Properties reported a net loss of PKR 1,287mln in FY25 and PKR 2,751mln in 1HFY26, reflecting a stressed financial situation and the declining market value of TPL REIT Fund I units. The absence of dividend income from the REIT Fund means margin analysis does not currently reflect the underlying business performance. Profitability metrics are expected to become more meaningful as cash inflows from planned sources, including dividend income, asset monetization, and development of the investment portfolio as per the revised timelines will materializes.

TPL Properties’ major investment is held through TPL REIT Fund I, which comprises three key development projects — One Hoshang, The Mangroves, and Technology Park. The Fund’s current strategic focus has shifted toward The Mangroves, while One Hoshang and the Technology Park land are under consideration for sale. This realignment reflects management’s strategy to concentrate resources on high-potential assets and unlock value through selective divestments. The sale of Technology Park is at a relatively advanced stage, with all necessary investor approvals already secured. The progress on Mangroves project has remains steady, with its master plan finalized and approved. The first building, Lagoon Views–I, was launched in February 2025, followed by the completion of detailed designs in March 2025. Development of supporting infrastructure — including connecting roads, landscaping, and a sports facility — is targeted for completion by Q1 2026

As a holding company, TPL Properties primarily functions as an investment management entity and, therefore, does not maintain significant working capital of its own. However, when working capital requirements arise at the subsidiary level, TPL Properties undertakes the necessary measures to arrange and facilitate the required funding, ensuring operational continuity and financial support across its portfolio companies.

As of 1HFY26, current liabilities exceeded current assets by PKR 1,506mln, with short-term borrowings constituting a major portion of these obligations. This situation has largely emerged due to the slower-than-expected progress in the portfolio under the RMC segment, resulting in stretched working capital. At present, limited operational cash flows are being generated, and the Company is relying on external funding sources to support the execution and development of its portfolio. Management has initiated several measures to address this situation; however, the timely realization of projects as per the revised plans will remain critical for improving liquidity and managing working capital more effectively going forward.

In 1HFY26, the Company did not generate any revenue or dividend income from the fund, nor did it realize any gains from its investments. Consequently, the Company reported a loss after tax of PKR 2,752mln for the period. The absence of operating inflows adversely impacted cash generation, resulting in negative Free Cash Flow from Operations (FCFO), which stood at PKR 166mln.

As a result, the Company’s coverage metrics weakened, with the FCFO to finance cost ratio remaining negative at -1.5x, indicating limited capacity to meet financing obligations through internally generated cash flows. This underscores the Company’s current reliance on external funding sources while awaiting the realization and monetization of its investment portfolio.

As of 1HFY26, TPL Properties’ total borrowings stood at PKR 1,432mln. The Company’s leverage ratio increased to 24.2% by the end of 1HFY26, compared to 21.7% in FY25, primarily reflecting a decline in shareholders’ equity following the losses incurred during the period. The capital structure remains skewed toward short-term funding, with short-term borrowings constituting the major portion of total debt, thereby increasing refinancing and liquidity pressures.

The Company’s syndicated term finance facility, which was due for repayment in December 2025, is secured through a first pari passu charge over the current assets of TPL Properties and TPL REIT Management Company Limited, along with a pledge of TPL REIT Fund I units maintaining a 30% margin. Additionally, dividends and management fees from TPL REIT Fund I and TPLRMC have been assigned to the lenders until the facility is fully settled. The exposure is further supported by a credit guarantee from TPL Insurance Limited, covering both the principal facility and the accrued markup.

The repayment of the facility is currently overdue, and the Company is actively exploring options to service the debt while mitigating refinancing and liquidity risks. As part of these efforts, TPL Properties has engaged leading brokerage houses to execute an Offer for Sale (OFS) of its units in TPL REIT Fund I. The proceeds from the proposed transaction are expected to serve as a contingency funding source, supplementing anticipated inflows from asset monetization and other strategic initiatives. However, as of the latest review, no material progress has been achieved, making the timely execution of the proposed asset monetization and OFS critical for improving liquidity and addressing the overdue obligations.