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.
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