Rating History
Dissemination Date Long-Term Rating Short-Term Rating Outlook Action Rating Watch
25-Apr-25 A+ A1 Developing Maintain -
26-Apr-24 A+ A1 Stable Maintain -
28-Apr-23 A+ A1 Stable Maintain -
29-Apr-22 A+ A1 Stable Maintain -
07-May-21 A+ A1 Stable Maintain -
About the Entity

TPL Properties, the real estate arm of TPL Corp, focuses on property development and management. TPL Corp, a diversified group with investments across insurance, real estate, security, asset tracking, and technology, holds a significant stake through associated companies (50.76%). The company is led by CEO Ali Jameel under the guidance of a seven-member board chaired by Jameel Yusuf. Public and institutional investors hold approximately 39.76% of the remaining shareholding.

Rating Rationale

TPL Properties Ltd (TPL Properties or the Company) has significant presence in Real estate sector for more than a decade. The sponsors have sound understanding of the local real estate sector with notable presence after the successful delivery of their inaugural project, "Centrepoint." The current structure of TPL Properties primarily comprises investments in TPL REIT Fund I, which is managed by TPL REIT Management Company Limited (TPLRMC), and project execution is undertaken by TPL Developments (Pvt.) Limited. Both entities are wholly owned subsidiaries of TPL Properties. The Company derives income from multiple sources, including dividends from REIT Fund I and TPLRMC. TPLRMC has launched its first hybrid Shariah-compliant REIT, “TPL REIT Fund I,” which 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 REIT Fund follows an SPV-based structure, with each project held under a distinct SPV. In line with its portfolio optimization strategy, the management is considering the sale of one of the REIT’s assets—TTZ—to enhance returns. As for project progress, construction activity on HKC has commenced, with major structural work underway. Meanwhile, theNMC project has completed its detailed master planning phase, and design work for individual buildings is currently in progress. The management has reaffirmed its commitment to meeting project timelines, prioritizing the timely completion of HKC. However, the progress on these existing pipeline projects has been slower than anticipated, which raises concerns. Nevertheless, the management remains confident in its ability to meet the revised completion timelines as planned. The financial risk profile of the Company remains under stress, with leverage reported at 21% as of December 2024. TPL Properties has raised a syndicated finance facility of PKR 985mln, which is due for repayment in December 2025. Since the underlying projects within the REIT Fund are currently in the construction phase, the primary source of cash inflow for TPL Properties is limited to dividends distributed by the REIT Fund. As such, the Company’s repayment capacity is closely tied to the timely execution and monetization of REIT assets, particularly the sale of Technology Park.

Key Rating Drivers

The developing outlook signifies the currently stressed cash flow position, as the assigned ratings depend on management’s ability to efficiently manage cash flows until dividend income from strategic investments is realized. The timely inflow of funds from REIT Fund I and RMC—realized through the sale proceeds of TTZ to settle debt obligations—remains important. The rating also takes comfort from the demonstrated and expected continued support of the sponsor, which has played a key role in the past and is anticipated to remain available in times of need. Furthermore, the successful completion of projects undertaken by REIT Fund I and the expected flow of dividend income to TPL Properties within projected timelines will be key determinants of future rating stability.

Profile
Legal Structure

TPL Properties Limited (“TPL Properties” or "the Company") was incorporated in Pakistan on February 14, 2007, as a private limited company. In 2016, the Company was converted into a public limited company and subsequently listed on the Pakistan Stock Exchange Limited.


Background

TPL Properties was established as a subsidiary of TPL Holdings (Pvt.) Limited, which is a diversified business conglomerate involved in technology, insurance, logistics, and security services. The company entered the real estate sector by acquiring prime land in Karachi’s key business districts, with Centrepoint, a high-rise commercial tower later acquired by a leading commercial bank, marking its first major project and establishing its reputation for quality and innovation. Over time, TPL Properties expanded its portfolio, attracted institutional investors, and pursued larger-scale developments. To further strengthen its presence in the real estate sector, TPL Properties diversified its portfolio by launching new verticals and subsidiaries such as:

       1. TPL REIT Management Company Limited (TPL RMC) – for managing Real Estate Investment Trusts

       2. TPL Developments – focusing on construction and infrastructure projects

       3. TPL Property Management – offering integrated facilities and asset management services


Operations

The principal activity of the Company is to invest in, acquire, develop, and construct real estate, as well as to sell, lease, or otherwise dispose of such assets. These include commercial and residential buildings, houses, shops, plots, and other types of real estate properties. Following the establishment of TPL REIT Fund I, the Company transferred three of its key projects—One Hoshang, Mangrove, and Technology Park—into the fund, aligning with its strategy to optimize asset management and enhance long-term value through the REIT structure.


Ownership
Ownership Structure

A majority of the Company’s shareholding, amounting to 50.76%, is held by sponsors through associated companies. This includes TPL Corp Limited with a 39.26% stake, Alpha Beta Capital Markets (Private) Limited holding 7.65%, and TPL Insurance Limited with 2.93%. In addition, individual sponsors, directors, the CEO, and their immediate family collectively hold 9.48% of the shares. The remaining 39.76% is held by the general public and other institutional investors.



Stability

The ownership structure of TPL Properties reflects strong stability, with a controlling stake held by the TPL Group. This concentrated ownership among key sponsors and associated companies ensures strategic alignment and long-term focus


Business Acumen

TPL Group has been a prominent player in recent times in Pakistan's business landscape. Its strategic approach to new ventures is rooted in forging partnerships with industry leaders who bring specialized expertise and global best practices.


Financial Strength

TPL Group maintains a diversified investment portfolio spanning multiple sectors, including life and non-life insurance, real estate, security services, asset tracking, technology, digital mapping, and financial services. Additionally the sponsor has history of supported the group whenever needed.


Governance
Board Structure

The overall governance and strategic oversight of the Company is entrusted to a seven-member Board of Directors, comprising four Non-Executive Directors, two Independent Directors, and one Executive Director.


Members’ Profile

Mr. Jameel Yusuf serves as the Chairman of the Board of TPL Properties and is a distinguished businessman by profession. He is also the Chairman of TPL Corp Limited. Mr. Yusuf has an extensive track record in leadership and community service, having served as the Founder Chairman of the Citizen-Police Liaison Committee (CPLC) from September 1989 to March 2003. Additionally, he holds the position of Director at the Asia Crime Prevention Foundation (ACPF) and is a founding trustee of PANAH, a shelter for women in distress. Mr. Yusuf has been a member of the Advisory Council for the Fellowship Fund for Pakistan (FFFD) since 2004. His contributions to society were recognized when he was awarded the Presidential “Sitara-e-Shujaat” for gallantry in August 1992. He was also nominated for the United Nations Vienna Civil Society Award in 1999. The other members of the Board bring a wealth of expertise from various sectors, including real estate development, venture capital, investment banking, fund management, and information technology. Their collective experience and diverse skill sets play a critical role in guiding the Company’s strategic vision and ensuring its continued success.


Board Effectiveness

The Company has established two key board committees—Audit and Human Resource & Remuneration—to ensure compliance with the Code of Corporate Governance. In addition, the Board convenes regular meetings, as necessary, with satisfactory participation from all members to facilitate effective decision-making and oversight.


Financial Transparency

M/s. BDO & Ebrahim, Chartered Accountants, act as the external auditors of the Company. As a publicly listed entity, the Company complies with the Code of Corporate Governance and maintains full adherence to the financial transparency standards applicable to listed companies. The auditors have issued an unqualified opinion on the unconsolidated financial statements for FY24. However, they included an Emphasis of Matter paragraph, referring to Note 27.1 of the financial statements, which outlines a significant uncertainty related to an ongoing contingency. No provision has been made in these financial statements, as explained in the referenced note. The auditors emphasized that their opinion remains unmodified in respect of this matter.


Management
Organizational Structure

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.


Management Team

Mr. Ali Jameel serves as the CEO of TPL Properties and is also the CEO of TPL Corp Limited, a leading and dynamic tech-driven conglomerate in Pakistan. In addition to his executive role, Mr. Jameel holds directorial positions on the boards of several prominent entities, including TPL Investment Management Limited, a licensed entity by the Abu Dhabi Global Markets; TPL REIT Management Company Limited; TPL Insurance Limited; and TPL Life Insurance Limited. Mr. Adnan Khandwala serves as the CFO of the Company. The management team is comprised of highly qualified professionals, each possessing the requisite experience. Bottom of Form


Effectiveness

TPL Properties is structured around seven key functions, each of which plays a vital role in the Company’s operations and success. These functions include Information Technology, Finance, External Relations & Corporate Social Responsibility (CSR), Marketing and Communication, Human Resources, Operations, and Project Management. All of these departments report directly to the CEO, ensuring effective coordination and alignment with the Company’s strategic goals and objectives.


MIS

The Company maintains a strong IT infrastructure supported by comprehensive controls to ensure operational efficiency and security. To streamline its business processes, the Company utilizes Oracle E-Business Suite as its Enterprise Resource Planning (ERP) solution. Currently, two key Oracle modules are fully operational: (i) Financial Management, which handles accounting, financial reporting, and budgeting, and (ii) Supply Chain Management, which supports inventory control, procurement, and distribution processes.


Control Environment

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.


Business Risk
Industry Dynamics

In FY24, Pakistan’s real estate sector navigated a challenging landscape marked by high interest rates, sluggish construction activity, and project delays. Despite these hurdles, the sector saw a turnaround as macroeconomic stability improved, supported by monetary easing, controlled inflation, a stable PKR, and increased foreign reserves. Additionally, government measures to formalize the economy, expand the tax base, and regulate the foreign exchange market further bolstered market confidence. Pakistan’s rapid urbanization and young population present long-term growth opportunities, yet economic constraints such as high CPI inflation (24.52%) and elevated interest rates (19.5%) have limited sectoral expansion. The office real estate market remained robust, with MNCs and local businesses sustaining high occupancy in Grade A buildings. The co-working and hospitality sectors rebounded, while industrial real estate witnessed growing demand for warehouses. In contrast, the residential segment struggled, as investor activity slowed. As 2025 unfolds, the real estate market is undergoing a transformation, fueled by economic recovery, policy shifts, and changing buyer preferences. Interest rates have dropped to 12%, with expectations of further reductions to 9%, complemented by a stable currency and controlled inflation, making real estate an increasingly attractive investment avenue. Urban development is evolving rapidly, with smart city initiatives, integrating energy-efficient infrastructure, advanced security systems, and smart housing solutions to cater to modern buyers. There is rising demand for mixed-use developments that blend residential, commercial, and recreational spaces, reshaping urban planning. Simultaneously, the commercial real estate sector is also set for expansion.


Relative Position

TPL Properties currently operates through a structure where its key investments are held in REIT funds, managed by its wholly owned subsidiary TPL REIT Management Company Limited (RMC), while real estate projects are developed by another wholly owned subsidiary, TPL Developments (Pvt.) Limited. With growing expertise in both REITs and real estate development, the Company is actively pursuing strategic partnerships on new projects, positioning these subsidiaries to generate additional revenue streams.

As a strategic investor, TPL Properties holds a 38.69% stake in TPL REIT Fund I, Pakistan’s first Shariah-compliant Sustainable Development Impact REIT Fund, with a diversified portfolio spanning residential, commercial, retail, and hospitality assets, all focused on sustainable development.

At the group level, TPL has established a strong brand presence across multiple sectors. While only one real estate project has been completed to date, TPL Properties has earned a reputation for quality and reliability, building customer trust.


Revenues

 TPL Properties, as a holding company, owns subsidiaries engaged in REIT management, real estate development, and property management, along with a substantial investment in TPL REIT Fund I. The company’s revenue model is built around three core streams:

       1. Dividend income from its investment in the REIT,

       2. Development fees earned from ongoing real estate projects, and

       3. Dividends from the REIT Management Company (RMC), which earns management and performance fees from the REIT.

However, during FY24, no revenue was recognized from any of these streams. The net loss of PKR 3,085mln in FY24 and the gain of PKR 167mln in 1HFY25 both represent unrealized fair value adjustments on the company’s investment in TPL REIT Fund I, classified as Fair Value Through Profit or Loss (FVTPL).


Margins

The Company’s actual profit margins will materialize once it begins generating revenue from its three primary income streams.


Sustainability

The sustainability of TPL Properties hinges on the successful and timely completion of its ongoing projects and the commencement of dividend income from its investment portfolio. Until these revenue streams are realized, continued sponsor support remains critical.

Project Updates under TPL REIT Fund I:

One Hoshang:
Pakistan’s first LEED Gold certified residential project, integrating a 130-year-old historic façade with modern design and amenities. Completion is expected by December 2026. The grey structure is progressing well, with the raft foundation, basement, and up to the third floor completed.

The Mangroves:
A 40-acre mixed-use waterfront development. Master planning has been completed by SSH International, known for sustainable waterfront designs. Detailed building designs are in progress, and infrastructure work for Phase 1 has begun. 

TPL Properties is also expanding internationally through TPL Investment Management, a UAE-based, wholly owned subsidiary of TPL RMC. It is the first Pakistani investment firm to operate internationally under a 3C license, regulated by Abu Dhabi Global Market (ADGM).


Financial Risk
Working capital

As a holding company, TPL Properties primarily operates as an investment management entity and does not maintain significant working capital on its own. However, when required, it arranges and facilitates funding for its subsidiaries to ensure operational continuity. Currently, the Company has obtained a short-term syndicated loan of PKR 985mln maturing in Dec 25 to temporarily finance ongoing construction projects. The loan is expected to be repaid through dividend income from TPL REIT Fund I.


Coverages

The Company’s cash flows are expected to come primarily in the form of dividends from REIT Fund I. However, during the period, the Company did not generate any cash inflows from its operations, as there was no revenue from subsidiaries and no dividend income realized from the Fund. This resulted in a net loss of PKR 1,562 mln, causing the FCFO to stand at PKR -188mln, and leading to a negative coverage ratio of -0.1x.


Capitalization

The Company has primarily utilized short-term borrowings to finance its investment portfolio. As of December 2024, total short-term borrowings clocked to PKR 1,453mln. Consequently, the capital structure stood at 21% in 1HFY25.


 
 

Apr-25

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Dec-24
6M
Jun-24
12M
Jun-23
12M
Jun-22
12M
A. BALANCE SHEET
1. Non-Current Assets 124 146 306 280
2. Investments 0 0 0 0
3. Related Party Exposure 12,584 12,600 16,196 9,429
4. Current Assets 588 1,303 1,622 2,809
a. Inventories 0 0 0 0
b. Trade Receivables 0 0 0 0
5. Total Assets 13,297 14,049 18,125 12,518
6. Current Liabilities 928 1,065 1,455 1,064
a. Trade Payables 94 106 122 70
7. Borrowings 1,453 2,530 2,143 939
8. Related Party Exposure 1,170 470 800 0
9. Non-Current Liabilities 0 0 0 0
10. Net Assets 9,746 9,983 13,727 10,515
11. Shareholders' Equity 9,746 9,983 13,727 10,515
B. INCOME STATEMENT
1. Sales 167 (3,085) 5,286 5,919
a. Cost of Good Sold 0 0 (43) (7)
2. Gross Profit 167 (3,085) 5,244 5,912
a. Operating Expenses (179) (651) (978) (950)
3. Operating Profit (12) (3,736) 4,265 4,962
a. Non Operating Income or (Loss) 118 709 186 249
4. Profit or (Loss) before Interest and Tax 106 (3,027) 4,452 5,210
a. Total Finance Cost (324) (603) (161) (333)
b. Taxation (20) 0 (20) (1)
6. Net Income Or (Loss) (237) (3,630) 4,271 4,877
C. CASH FLOW STATEMENT
a. Free Cash Flows from Operations (FCFO) (155) (17) (798) 2,662
b. Net Cash from Operating Activities before Working Capital Changes (509) (537) (888) 2,725
c. Changes in Working Capital 769 (390) 452 2,037
1. Net Cash provided by Operating Activities 261 (927) (436) 4,762
2. Net Cash (Used in) or Available From Investing Activities 0 122 (26) (4,410)
3. Net Cash (Used in) or Available From Financing Activities (1,077) 274 163 (676)
4. Net Cash generated or (Used) during the period (817) (531) (298) (324)
D. RATIO ANALYSIS
1. Performance
a. Sales Growth (for the period) -110.9% N/A -10.7% 1985.0%
b. Gross Profit Margin 100.0% 100.0% 99.2% 99.9%
c. Net Profit Margin -141.7% 117.7% 80.8% 82.4%
d. Cash Conversion Efficiency (FCFO adjusted for Working Capital/Sales) 366.9% 13.2% -6.5% 79.4%
e. Return on Equity [ Net Profit Margin * Asset Turnover * (Total Assets/Shareholders' Equity )] -4.8% -30.6% 35.2% 60.4%
2. Working Capital Management
a. Gross Working Capital (Average Days) N/A N/A N/A 7
b. Net Working Capital (Average Days) -109 14 -7 4
c. Current Ratio (Current Assets / Current Liabilities) 0.6 1.2 1.1 2.6
3. Coverages
a. EBITDA / Finance Cost -0.5 -0.7 -5.3 8.4
b. FCFO / Finance Cost+CMLTB+Excess STB -0.1 -0.0 -0.4 4.5
c. Debt Payback (Total Borrowings+Excess STB) / (FCFO-Finance Cost) -3.1 -7.2 -3.0 0.4
4. Capital Structure
a. Total Borrowings / (Total Borrowings+Shareholders' Equity) 21.2% 23.1% 17.7% 8.2%
b. Interest or Markup Payable (Days) 80.5 172.2 231.4 48.1
c. Entity Average Borrowing Rate 23.0% 13.2% 12.1% 13.2%

Apr-25

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