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TPL Corp Limited Proxy Solicitation & Information Statement 2022

Oct 6, 2022

72463_rns_2022-10-06_d70c7332-6305-4e14-8a5f-08aa232b0414.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of TPL Corp Limited ("Company") will be held on Thursday, October 27, 2022 at 01:15 p.m. at PSX Auditorium, Stock Exchange Building, Exchange Road, Karachi, to transact the following business:

ORDINARY BUSINESS:

  1. To approve the minutes of the Extraordinary General Meeting held on June 02, 2022.

"RESOLVED THAT the minutes of Extraordinary General Meeting of TPL Corp Limited held on June 02, 2022 at 11:00 am be and are hereby approved."

  1. To receive, consider and adopt the Annual Standalone and Consolidated Audited Financial Statements of the Company together with the Directors', Auditors' and Chairman's Review Report thereon for the year ended June 30, 2022.

"RESOLVED THAT the Annual Audited Financial Statements of TPL Corp Limited, together with the Chairman's Review Report, Directors' and Auditors' Report thereon for the year ended 30 June 2022 be and are hereby approved."

  1. To appoint Auditors for the year ending June 30, 2023 and fix their remuneration. M/s. BDO Ebrahim & Co., Chartered Accountants retire and being eligible, have offered themselves for re-appointment.

"RESOLVED THAT M/s. BDO Ebrahim & Co., Chartered Accountants be and are hereby appointed as Auditors of M/s. TPL Corp Limited on the basis of consent received from them, at a fee mutually agreed for the period ending June 30, 2023."

SPECIAL BUSINESS:

  1. To consider and if thought fit, to pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017 to authorize the Company for renewal of the equity investment of up to Rs. 200 million and enhancement of advance from Rs. 100 million to Rs 150 million to the subsidiary company, TPL Life Insurance Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of the equity investment of up to Rs. 200 million and enhancement of advance from Rs. 100 million to Rs 150 million to the subsidiary company i.e TPL Life Insurance Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of the advance of Rs. 500 million to the holding company, TPL Holdings (Private) Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of advance of Rs.500 million to the holding company i.e. TPL Holdings (Private) Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance of up to Rs 500 million in the associated company, TPL Trakker Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of advance of up to Rs.500 Million in TPL Trakker Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advances and/or investment of up to Rs 250 million in the subsidiary company, TPL E-Venture (Private) Limited.

NOTICE OF ANNUAL GENERAL MEETING

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of advance and/or investment of up to Rs. 250 Million in TPL E-Venture (Private) Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for enhancement of advance from Rs. 100 million to Rs. 150 million to the subsidiary, TPL Security Services (Private) Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for enhancement of advance from Rs. 100 million to Rs. 150 million to TPL Security Services (Private) Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance of up to Rs.50 Million in the associated company, TPL Tech Pakistan (Private) Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of advance of up to Rs. 50 Million in TPL Tech Pakistan (Private) Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance of up to Rs.50 Million in the associated company, TPL REIT Management Company Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of advance of up to Rs. 50 Million in TPL REIT Management Company Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for enhancement of advance from Rs. 50 Million to Rs. 200 Million in the subsidiary company, TPL Insurance Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for enhancement of advance from Rs. 50 Million to Rs. 200 Million in TPL Insurance Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for enhancement of advance from Rs. 100 Million to Rs.200 Million in the subsidiary company, TPL Properties Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for enhancement of advance from Rs. 100 Million to Rs. 200 Million in TPL Properties Limited."

  1. To consider and, if thought fit, pass with or without modification, special resolution in terms of Section 199 of the Companies Act 2017, to authorize the Company for renewal of advance of up to Rs.100 Million to the associated company, TPL Logistics (Private) Limited.

"RESOLVED THAT pursuant to Section 199 of the Companies Act 2017, the Company be and is hereby authorized for renewal of advance of up to Rs. 100 Million to TPL Logistics (Private) Limited."

  1. To consider and if thought fit, to pass with or without modification, ordinary resolution for remuneration of the Chairman of the Board as recommended by the Board of Directors through its Human Resource & Remuneration Committee.

"RESOLVED THAT pursuant to Section 170 of the Companies Act, 2017 read along with Articles of Association of the Company, the approval of shareholders of the Company be and is hereby accorded for remuneration of the Chairman of the Board at PKR 1,200,000 per month, with effect from July 01, 2022, as recommended by the Board of the Company through its Human Resource & Remuneration Committee."

NOTICE OF ANNUAL GENERAL MEETING

ANY OTHER BUSINESS:

  1. To transact any other business with the permission of the Chairman.

By Order of the Board

Danish Qazi
Company Secretary

Karachi, October 06, 2022

Notes:

  1. Video Conferencing Facility

a. To attend the AGM through video-conferencing facility, the Members are requested to register themselves by providing the following information through email at [email protected] at least forty-eight (48) hours before the AGM.

Name of Shareholder CNIC/NTN No. Folio No/CDC A/c No. Cell Number Email Address

b. Members will be registered, after necessary verification as per the above requirement and will be provided a video-link by the Company via email.

c. The login facility will remain open from 12:00 Noon till the end of AGM.

  1. Closure of Share Transfer Books:

The Share Transfer Book of the Company will remain closed from October 20, 2022 to October 27, 2022 (both days inclusive). Share Transfers received at M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan by the close of business hours (5:00 PM) on October 19, 2022, will be treated as being in time for the purpose of above entitlement to the transferees.

  1. Participation in the Meeting:

As per directives of Securities and Exchange Commission of Pakistan to convene the general meeting with minimum members ensuring quorum of the meeting, the members are requested to consolidate their attendance and voting at Annual General Meeting through proxies.

All members of the Company are entitled to attend the meeting and vote there at through Proxy. A proxy duly appointed shall have such rights as respect to the speaking and voting at the meeting as are available to a member. Duly filled and signed Proxy Form must be received at the Registrar of the Company M/s THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan, not less than 48 hours before the Meeting.

  1. For Attending the Meeting:

i. In case of individual, the Account holder and/or Sub-account holder whose registration details are uploaded as per the CDC regulations, shall authenticate his/her identity by providing copy of his/her valid CNIC or passport along with other particulars (Name, Folio/CDS Account Number, Cell Phone Number) via email to aforementioned ID and in case of proxy must enclose copy of his/her CNIC or passport.

NOTICE OF ANNUAL GENERAL MEETING

ii. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be provided via email to aforementioned ID.

  1. Change of Address:

Members are requested to immediately notify the change, if any, in their registered address to the Share Registrar M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A., Phase VII, Karachi-75500. Pakistan.

  1. Conversion of Physical Shares into the Book Entry Form:

The SECP through its letter No. CSD/ED/Misc/2016- 639-640 dated March 26, 2021 has advised listed companies to adhere to provisions of Section 72 of the Companies Act, 2017 by replacing physical shares issued by them into book entry form.

The shareholders of TPL Corp Limited having physical folios / share certificates are requested to convert their shares from physical form into book-entry form as soon as possible. The shareholders may contact their Broker, CDC Participant or CDC Investor Account Service Provider for assistance in opening a CDS Account and subsequent conversion of the physical shares into book-entry form. It would facilitate the shareholders in many ways including safe custody of shares, avoidance of formalities required for the issuance of duplicate shares, etc. For further information and assistance, the shareholders may contact our Share Registrar, M/s. THK Associates (Private) Limited.

  1. Electronic Transmission of Annual Report 2022:

In compliance with section 223(6) of the Companies Act, 2017, the Company has electronically transmitted the Annual Report 2022 through email to shareholders whose email addresses are available with the Company's Share Registrar, M/s. THK Associates (Private) Limited. However, in cases, where email addresses are not available with the Company's Share Registrar, printed copies of the notices of AGM along-with the QR enabled code/weblink to download the Annual Report 2022 (containing the financial statements), have been dispatched.

Notwithstanding the above, the Company will provide hard copies of the Annual Report 2022, to any Member on their request, at their registered address, free of cost, within one (1) week of receiving such request. Further, Members are requested to kindly provide their valid email address (along with a copy of valid CNIC) to the Company's Share Registrar, M/s. THK Associates (Private) Limited if the Member holds shares in physical form or, to the Member's respective Participant/Investor Account Services, if shares are held in book entry form.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

Renewal of Equity investment of up to Rs. 200 million and enhancement of advance from Rs. 100 million to Rs 150 million in TPL Life Insurance Limited:

The Company is desirous of making renewal of the equity investment of up to Rs. 200 million and enhancement of advance from Rs. 100 million to Rs 150 million in TPL Life Insurance Limited. It has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL Life Insurance Limited
ii. Basis of relationship Subsidiary Company
iii. Earnings per share for the last three years of the Associated Company Loss per shares for 2019, 2020 and 2021 are Rs. (3.07), Rs. (2.94) and Rs. (1.38) respectively.
iv. Break-up value per share, based on latest audited financial statements Rs. 2.22 per share
v. Financial position (main items of statement of financial position and profit and loss account on the basis of latest financial statements) of the associated company The extracts of the audited/reviewed balance sheet and profit and loss account of the associated company as at and for the period ended December 31, 2021 is as follows:
Balance Sheet Rupees
Non-current assets 25,202,019
Other assets 975,505,638
Total Assets 1,000,707,657
Total Liabilities 585,761,714
Represented by :Paid up capital 1,750,000,000
Advance against right shares 120,000,000
Capital Reserve 0
Accumulated (loss) (1,455,054,057)
Surplus on Revaluation of Fixed Assets 0
Equity 414,945,943
Profit and Loss
(Loss) before interest and taxation (186,002,073)
Financial charges (469,865)

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

(Loss) before taxation (186,471,938)
Taxation (5,138,236)
(Loss) after taxation (191,610,174)
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts; Not Applicable
vii. Maximum amount of investment to be made PKR 200 million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; To meet the equity requirement of the subsidiary and to comply with the minimum solvency requirement as per the Insurance Rules 2017.
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- (I) justification for investment through borrowings; (II) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and (III) cost benefit analysis; Own and/or borrowed. 1. TPL Corp limited being holding company, has to inject equity in the subsidiary in the initial year of operation. 2. Shares of group companies. 3. Estimated 3 month KIBOR + 2.5% projected returns in shape of dividend is expected to be much higher.
x. Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; None
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration None
xii. In case any investment in None

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and
xiii. Any other important details necessary for the members to understand the transaction; None
xiv. maximum price at which securities will be acquired; At par value
xv. In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof None
xvi. maximum number of securities to be acquired 20 million shares
xvii. number of securities and percentage thereof held before and after the proposed investment Before the proposed investment
No. of shares: 181,996,000 i.e. 97.32% (based on June 2022 FS)
After the proposed investment
No. of shares: 201,996,000 i.e. 97.32% (considering the approval previously obtained for 20 million right shares)
xviii. Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; Not Applicable
xix. Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities PKR 12.2 per share
xx. Category-wise amount of investment; Repayable on demand
xxi. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period The average estimated borrowing cost of the Company is 3 months KIBOR + 2.5%
xxii. Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; None
xxiii. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxiv. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be None

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

exercisable; and
xxv. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. Repayable on demand
xxvi. Sources of funds from where loans or advances will be given Own and/or borrowed
xxvii. Where loans or advances are being granted using borrowed funds:
a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company a) TPL Corp limited being holding company, has to inject equity in the subsidiary in the initial year of operation.
b) Shares of group companies.
c) Quarterly payments
xxviii. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxix. If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Not Applicable
xxx. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand

Renewal of Advance of amount up to Rs.500 Million to TPL Holdings (Private) Limited:

TPL Corp Limited (the "Company") is desirous to make renewal of advance to TPL Holdings (Private) Limited. The renewal of advance of maximum enhanced amount of PKR. 500 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S.No. Requirement Information
i. Name of the associated company or associated undertaking TPL Holdings (Private) Limited
ii. Basis of relationship Holding
iii. Earnings per share for the last three years of the Associated Company Loss per Share: 2022: Rs. (34.90) 2021: Rs. (40.48) 2020: (41.45)
iv. Break-up value per share, based on latest audited financial statements PKR 190.85 per share
v. Financial position of the associated company The extracts of the reviewed balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2022 is as follows:

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

Balance Sheet Rupees
Non-current assets 1,792,483,216
Other assets 1,629,047,529
Total Assets 3,421,530,746
Total Liabilities 2,701,187,471
Represented by:
Paid up capital 37,744,000
Capital Reserve 10,742,480
Accumulated (loss) 671,856,794
Equity 720,343,275
Profit and Loss
Profit/(Loss) before interest and taxation 154,265,983
Financial charges (285,911,701)
(Loss) before taxation (131,645,718)
Taxation (108,884)
Profit/(Loss) after taxation (136,776,092)
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts; Not Applicable
vii. Maximum amount of investment to be made PKR 500,000,000

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; To make investment
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(I) justification for investment through borrowings;
(II) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(III) cost benefit analysis; Own and/or borrowed.
1) To meet the operational requirements.
2) Shares of group companies.
3) Estimated 6 month KIBOR + 3% projected return..
x. Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; Not applicable
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration Mr. Ali Jameel, Mr. Jameel Yusuf, and Mr. Bilal Alibhai are the directors of the Company, and TPL Holdings (Pvt.) Limited.
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and None
xiii. Any other important details necessary for the members to understand the transaction; Not applicable
xiv. Category-wise amount of investment; Loan repayable on demand
xv. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period The average estimated borrowing cost of the Company is 3 months KIBOR + 2.5%
xvi Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; Markup to be charged equivalent to the borrowing cost.
xvii. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of comfort
xviii. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time None

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

when the conversion may be exercisable; and
xix. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. None
xx. Sources of funds from where loans or advances will be given Own and/or borrowed
Where loans or advances are being granted using borrowed funds:
a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company a) To meet the operational requirements.
b) Shares of group companies.
c) Quarterly payments
xxi. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxii. If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact
along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Not Applicable
xxiii. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand

Renewal of Advance of amount up to Rs. 500 Million to TPL Trakker Limited:

TPL Corp Limited (the "Company") is desirous to make renewal advance to TPL Trakker Limited. The renewal of advance of maximum amount of PKR. 500 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL Trakker Limited
ii. Basis of relationship Subsidiary
iii. Earnings per share for the last three years of the Associated Company (Loss)/Profit per Share: 2022: Rs. 1.05 2021: Rs. (0.42) 2020: (3.81)
iv. Break-up value per share, based on latest audited financial statements PKR 11.73 per share
v. Financial position of the associated company The extracts of the reviewed balance sheet and profit and loss account of the associated company as at and for the period ended

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

June 30, 2022 is as follows:
Balance Sheet Rupees
Non-current assets 3,426,527,116
Other assets 2,678,571,021
Total Assets 6,105,098,137
Total Liabilities 3,907,828,546
Represented by:
Paid up capital 1,872,630,930
Capital Reserve 202,650,046
Accumulated (loss) 44,227,795
Equity 2,197,269,591
Profit and Loss
Profit/(Loss) before interest and taxation 413,432,302
Financial charges (326,958,014)
Profit/(Loss) before taxation 86,474,288
Taxation 110,640,723
Profit/(Loss) after taxation 197,115,011
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash Not Applicable

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

and non-cash amounts;
vii. Maximum amount of investment/Advance to be made PKR 500 Million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; Not Applicable
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(I) justification for investment through borrowings;
(II) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(III) cost benefit analysis; Own and/or borrowed.
1) To meet the operational requirements.
2) Shares of group companies.
3) Estimated 6 month KIBOR + 3% projected return.
x. Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; None
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration None
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and None
xiii. Any other important details necessary for the members to understand the transaction; None
xiv. Category-wise amount of investment; None
xv. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period The Average estimated borrowing cost of the company is 3 Month KIBOR + 2.5%.
xvi Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; Markup to be charged equivalent to borrowing cost.
xvii. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort
xviii. If the investment carries conversion feature i.e. it is convertible into securities, this fact None

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and
xix. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. Repayable on demand
xx. Sources of funds from where loans or advances will be given Own and/or borrowed
Where loans or advances are being granted using borrowed funds:
a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company a) To meet the operational requirements.
b) Shares of group companies.
c) Quarterly payments
xxi. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxii. If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact
along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Not Applicable
xxiii. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand.

Renewal of Equity investment and/or advance of up to PKR 250 Million in TPL E-Ventures (Private) Limited:

The Company is desirous of making renewal of advances and / or investment in TPL E-Ventures (Private) Limited. The advances and/or equity investment of upto maximum amount of PKR.250 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL E-Ventures Private Limited
ii. Basis of relationship Subsidiary
iii. Earnings per share for the last three years of the Associated Company Profit/ (Loss) per shares for 2020, 2021 and 2022 are (Rs.104, 473), (Rs. 1.74) and 0.534 respectively.
iv. Break-up value per share, based on latest audited financial statements Rs.13.89 per share
v. Financial position (main items of The extracts of the audited/reviewed balance sheet and

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

statement of financial position and profit and loss account on the basis of latest financial statements) of the associated company profit and loss account of the associated company as at and for the period ended June 30, 2022 is as follows:
Balance Sheet Rupees
Non-current assets 187,863,044.00
Other assets 15,994,874.00
Total Assets 203,857,918.00
Total Liabilities 80,233,349.05
Represented by:
Paid up capital Advance against right shares 88,999,380.00
Capital Reserve -
Accumulated (loss)/Profit 34,625,186.00
Surplus on Revaluation of Fixed Assets -
Equity 123,624,566.00
Profit and Loss
Profit/(Loss) before interest and taxation 12,143,856
Financial charges (7,384,222)
Profit/(Loss) before taxation 4,759,634
Taxation -
Profit/(Loss) after taxation 4,759,634
Vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts;
vii. Maximum amount of investment to be made PKR 250,000,000
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; To make investment in start-ups
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(III) justification for investment through borrowings;
(IV) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(III) cost benefit analysis; Own and/or borrowed.
1) To meet the operational requirements.
2) Shares of group companies.
3) Estimated 6 month KIBOR + 3% projected return.
x. Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; None
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration None
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and Not applicable
xiii. Any other important details necessary for the members to understand the transaction; None
xiv. maximum price at which securities will be acquired; At par value
xv. In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof None
xvi maximum number of securities to be acquired 25,000,000 shares
xvii. number of securities and percentage thereof held before and Before the proposed investment

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

| | after the proposed investment | No of Shares: 8,899,938 Percentage: 100%
After the proposed investment
Proportionate to the right issue |
| --- | --- | --- |
| xviii. | Current and preceding twelve weeks' weighted average market price where investment is proposed to be made in listed securities; | Not applicable |
| xix. | Fair value determined in terms of sub-regulation (1) of regulation 5 for investments in unlisted securities | PKR 93.45 per share |
| xx. | Category-wise amount of investment; | None |
| xxi. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The average estimated borrowing cost of the Company is 3 months KIBOR + 2.5% |
| xxii | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | Markup to be charged equivalent to the borrowing cost |
| xxiii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | None |
| xxiv. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | None |
| xxv. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayable on demand |
| xxvi. | Sources of funds from where loans or advances will be given | Own and/or borrowed |
| xxvii. | Where loans or advances are being granted using borrowed funds:
a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company | a) To meet the operational requirements.
b) Shares of group companies.
c) Quarterly payments |
| xxviii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | Letter of Comfort/ The loan is unsecured |
| xxix. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including | None |

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable;
xxx. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand

Enhancement of advance from Rs. 100 million to Rs. 150 million in TPL Security Services (PVT) Limited:

TPL Corp Limited (the "Company") is desirous for enhancement of advance in TPL Securities. Enhancement of advance from Rs. 100 million to Rs. 150 million has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL Security Services (PVT) Limited
ii. Basis of relationship Subsidiary
iii. Earnings per share for the last three years of the Associated Company Loss/Profit per Share: 2022: (Rs. 9.97) 2021: (Rs. 6.01) 2020: 5.37
iv. Break-up value per share, based on latest audited financial statements PKR (26.59) per share
v. Financial position of the associated company The extracts of the reviewed balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2022 is as follows:
Balance Sheet Rupees
Non-current assets 12,543,277
Other assets 96,857,322
Total Assets 109,400,599
Total Liabilities 165,239,243
Represented by:
Paid up capital 21,000,000
Capital Reserve 0
Accumulated (loss) (76,838,644)
Equity (55,838,644)

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

Profit and Loss
(Loss) before interest and taxation (13,982,159)
Financial charges (169,156)
(Loss) before taxation (14,151,315)
Taxation (6,785,864)
Profit/(Loss) after taxation (20,937,179)
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts; Not applicable
vii. Maximum amount of investment to be made PKR 150 Million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; Not applicable
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- (I) justification for investment through borrowings; (II) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and (III) cost benefit analysis; Own and/or borrowed. 1) To meet the operational requirements. 2) Shares of group companies. 3) Estimated 6 month KIBOR + 3% projected returns in shape of dividend is expected to be much higher.
x. Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; None
xi. Direct or indirect interest, of None

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and None
xiii. Any other important details necessary for the members to understand the transaction; None
xiv. Category-wise amount of investment; None
xv. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period None
xvi Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; None
xvii. Particulars of collateral or security to be obtained in relation to the proposed investment; None
xviii. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and None
xix. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. Repayable on demand
xx. Sources of funds from where loans or advances will be given Own and/or borrowed
Where loans or advances are being granted using borrowed funds:
a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company a) To meet the operational requirements.
b) Shares of group companies.
c) Quarterly payments
xxi. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

xxii. If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Not applicable
xxiii. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand

Renewal of Advance of amount up to Rs. 50 Million to TPL Tech Pakistan (Private) Limited:

TPL Corp Limited (the "Company") is desirous to make renewal of advance to TPL Tech Pakistan (Private) Limited. The renewal of advance of maximum amount of PKR. 50 Million Has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL Tech Pakistan (Private) Limited
ii. Basis of relationship Associated Company
iii. Earnings per share for the last three years of the Associated Company Loss per Share: 2022:Rs (535,808) 2021: Rs (630,388) 2020:(2,509,074)
iv. Break-up value per share, based on latest audited financial statements PKR (5,442,578) per share
v. Financial position of the associated company The extracts of the reviewed balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2021 is as follows:
Balance Sheet Rupees
Non-current assets 0
Other assets 18
Total Assets 18
Total Liabilities 59,783,874
Represented by:
Paid up capital 100
Capital Reserve 0
Accumulated (loss) (59,783,856)

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

Equity (59,783,856)
Profit and Loss
(Loss) before interest and taxation (80,205)
Financial charges (5,277,872)
(Loss) before taxation (5,358,077)
Taxation 0
Profit/(Loss) after taxation (5,358,077)
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts; Not Applicable
vii. Maximum amount of investment to be made PKR 50 million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; Not applicable
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- (I) justification for investment through borrowings; (II) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and (III) cost benefit analysis; Own and/or borrowed. 1) To meet the operational requirements. 2) Shares of group companies. 3) Estimated 6 month KIBOR + 3% projected return.
x. Salient features of the agreement(s), if any, with associated company or associated None

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

undertaking with regards to the proposed investment;
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration None
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and None
xiii. Any other important details necessary for the members to understand the transaction; None
xiv. Category-wise amount of investment; None
xv. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period The Average estimated borrowing cost of the company is 3 Month KIBOR + 2.5%.
xvi Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; None
xvii. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort
xviii. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and None
xix. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. Repayable on demand
xx. Sources of funds from where loans or advances will be given Own and/or borrowed
Where loans or advances are being granted using borrowed funds:
a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company a) To meet the operational requirements.
b) Shares of group companies.
c) Quarterly payments

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

xxi. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxii. If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Not applicable
xxiii. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand.

Renewal of Advance of amount up to Rs. 50 Million to TPL REIT Management Company Limited:

TPL Corp Limited (the "Company") is desirous to make renewal of advance to TPL REIT Management Company Limited. The renewal of advance of maximum amount of PKR. 50 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL REIT Management Company Limited
ii. Basis of relationship Subsidiary
iii. Earnings per share for the last three years of the Associated Company Earnings /(Loss) per Share: 2022: Rs. 5.89 2021: Rs. 1.24 2020: Rs. 0.77
iv. Break-up value per share, based on latest audited financial statements PKR 16.07 per share
v. Financial position of the associated company The extracts of the reviewed balance sheet and profit and loss account of the associated company as at and for the period ended June 30, 2022 is as follows:
Balance Sheet Rupees
Non-current assets 528,310,715
Other assets 331,203,198
Total Assets 859,513,913
Total Liabilities 216,697,923
Represented by:
Paid up capital 400,000,000

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

Accumulated (loss)/Profit 242,815,990
Equity 642,815,990
Profit and Loss
Profit/(Loss) before interest and taxation 330,653,396
Financial charges -
Profit /(Loss) before taxation 330,653,396
Taxation (97,612,341)
Profit/(Loss) after taxation 233,041,055
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts; Not Applicable
vii. Maximum amount of investment to be made PKR 50 Million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; Not Applicable
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- (I) justification for investment through borrowings; (II) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and (III) cost benefit analysis; Own and/or borrowed. 1) To meet the operational requirements. 2) Shares of group companies. 3) Estimated 6 month KIBOR + 3% projected return.
x. Salient features of the agreement(s), if any, with associated None

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

company or associated undertaking with regards to the proposed investment;
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration None
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and None
xiii. Any other important details necessary for the members to understand the transaction; None
xiv. Category-wise amount of investment; None
xv. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period The Average estimated borrowing cost of the company is 3 Month KIBOR + 2.5%.
xvi Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; None
xvii. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort
xviii. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and None
xix. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. Repayable on demand
xx. Sources of funds from where loans or advances will be given Own and/or borrowed
Where loans or advances are being granted using borrowed funds:
a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of a) To meet the operational requirements.
b) Shares of group companies.
c) Quarterly payments

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

the investing company
xxi. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxii. If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Not Applicable
xxiii. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand.

Enhancement of Advance from PKR 50 Million in to PKR 200 Million in TPL Insurance Limited:

The Company is desirous of enhancement of advance in TPL Insurance Limited. Enhancement of advance, from PKR 50 Million to a maximum amount of PKR. 200 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on September 30, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL Insurance Limited
ii. Basis of relationship Subsidiary Company
iii. Earnings per share for the last three years of the Associated Company Earnings/ (Loss) per shares for 2019, 2020 and 2021 are Rs. (1.14), Rs. (0.54) and Rs. 0.90 respectively.
iv. Break-up value per share, based on latest audited financial statements Rs. 13.14 per share
v. Financial position (main items of statement of financial position and profit and loss account on the basis of latest financial statements) of the associated company The extracts of the audited/reviewed balance sheet and profit and loss account of the associated company as at and for the period ended December 31, 2022 is as follows:
Balance Sheet Rupees
Non-current assets 2,071,162,591
Other assets 2,694,669,662
Total Assets 4,765,832,253
Total Liabilities 3,225,667,279
Represented by :Paid up capital 1,171,912,610
Share Premium 221,161,937
Capital Reserve 21,030,019

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

Accumulated (loss) (1,455,054,057)
Other comprehensive income reserve 189,044,214
Participant's Takaful Fund (62,983,791)
Equity 1,540,164,989
Profit and Loss
Profit before interest and taxation 21,564,140
Financial charges (26,788,241)
(Loss) before taxation (5,224,101)
Taxation (4,463,650)
(Loss) after taxation (9,687,751)
vi. In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts; Not Applicable
vii. Maximum amount of investment to be made PKR 200 million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; Not Applicable
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- (V)justification for investment through borrowings; (VI) detail of collateral, guarantees provided Own and/or borrowed. 1) To meet the operational requirements. 2) Shares of group companies. 3) Estimated 3 month KIBOR + 2.5% projected returns in shape of dividend is expected to be much higher. d)

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

and assets pledged for obtaining such funds; and (III) cost benefit analysis;
x. Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; None
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration None
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and None
xiii. Any other important details necessary for the members to understand the transaction; None
xx. Category-wise amount of investment; Repayable on demand
xxi. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period The average estimated borrowing cost of the Company is 3 months KIBOR + 2.5%
xxii Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; None
xxiii. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxiv. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and None
xxv. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. Repayable on demand
xxvi. Sources of funds from where loans or advances will be given Own and/or borrowed
xxvii. Where loans or advances are being granted using borrowed funds: d) To meet the operational requirements. e) Shares of group companies.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

| | a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company | f) Quarterly payments |
| --- | --- | --- |
| xxviii.. | Particulars of collateral or security to be obtained in relation to the proposed investment; | Letter of Comfort / The loan is unsecured |
| xxix. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | Not Applicable |
| xxx. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayable on demand |

Enhancement of Advance from PKR 100 Million to PKR 200 Million to TPL Properties Limited:

TPL Corp Limited (the "Company") is desirous to make advance to TPL Properties Limited. The enhancement of advance to maximum amount of PKR. 200 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on April 28, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL Properties Limited
ii. Basis of relationship Subsidiary
iii. Earnings per share for the last three years of the Associated Company Profit/Loss) per shares for 2020, 2021 and 2022 are Rs. 0.85, Rs. 2.23 and 12.29 respectively.
iv. Break-up value per share, based on latest audited financial statements Rs. 20.5 per share
v. Financial position of the associated company The extracts of the Audited balance sheet and profit and loss account of the subsidiary as at and for the period ended June 30, 2021 is as follows:
Balance Sheet Rupees
Non-current assets 9,029,215,796
Other assets 3,488,310,756
Total Assets 12,517,526,552
Total Liabilities 2,002,534,031

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS
Represented by :Paid up capital 5,107,332,455
Capital Reserve (313,405,765)
Accumulated (loss)/profit 5,721,065,821
Equity 10,514,992,521
Profit and Loss
Profit/(Loss) before interest and taxation 5,210,263,357
Financial charges (332,568,498)
Profit/(Loss) before taxation 4,877,694,859
Taxation (620,714)
Profit/(Loss) after taxation 4,877,074,145
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts; Not Applicable
vii. Maximum amount of investment to be made PKR 200 Million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; None
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,- (I) justification for investment through borrowings; Own and/or borrowed. 1) To meet the operational requirements. 2) Shares of group companies. 3) Estimated 3 month KIBOR + 2.5% projected returns in shape of dividend is expected to be much higher.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

| | (II) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(III) cost benefit analysis; | |
| --- | --- | --- |
| x. | Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; | Not Applicable |
| xi. | Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration | None |
| xii. | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and | None |
| xiii. | Any other important details necessary for the members to understand the transaction; | None |
| xiv. | Category-wise amount of investment; | Repayable on demand |
| xv. | Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period | The Average estimated borrowing cost of the company is 3 Month KIBOR + 2.5%. |
| xvi | Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; | None |
| xvii. | Particulars of collateral or security to be obtained in relation to the proposed investment; | Letter of Comfort |
| xviii. | If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and | None |
| xix. | Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. | Repayable on demand |
| xx. | Sources of funds from where loans or advances will be given | Own and/or borrowed |
| | Where loans or advances are being granted using borrowed funds: | a) To meet the operational requirements.
b) Shares of group companies. |

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

| | a) justification for granting loan or advance out of borrowed funds;
b) detail of guarantees / assets pledged for obtaining such funds, if any; and
c) repayment schedules of borrowing of the investing company | c) Quarterly payments |
| --- | --- | --- |
| xxi. | Particulars of collateral or security to be obtained in relation to the proposed investment; | Letter of Comfort / The loan is unsecured |
| xxii. | If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; | Not Applicable |
| xxiii. | Repayment schedule and terms of loans or advances to be given to the investee company | Repayable on demand |

Renewal of Advance of amount up to Rs. 100 Million to TPL Logistics (Private) Limited:

TPL Corp Limited (the "Company") is desirous to make renewal of advance to TPL Logistics (Private) Limited. Renewal of advance of maximum amount of PKR. 100 Million has been approved/recommended by the Board of Directors of the Company in its meeting held on April 28, 2022.

The information required to be annexed to the Notice by Notification No. S. R. O. 1240(I)/2017 dated December 06, 2017 is set out below:

S. No. Requirement Information
i. Name of the associated company or associated undertaking TPL Logistics (Private) Limited.
ii. Basis of relationship Associated
iii. Earnings per share for the last three years of the Associated Company Loss per shares for 2021 and 2022 are Rs. 9.52 and Rs. 25.29 respectively.
iv. Break-up value per share, based on latest audited financial statements Rs. (20.8) per share
v. Financial position of the associated company The extracts of the Audited balance sheet and profit and loss account of the subsidiary as at and for the period ended June 30, 2022

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

is as follows:
Balance Sheet Rupees
Non-current assets 212,344,218
Other assets 192,802,456
Total Assets 405,146,674
Total Liabilities 286,205,258
Represented by :Paid up capital 102,395,640
Share premium 54,675,988
Advance Against Shares 332,224,124
Loan from shareholder 17,126,981
Accumulated (loss)/profit (387,481,317)
Equity 118,941,416
Profit and Loss
Profit/(Loss) before interest and taxation (251,794,073)
Financial charges (8,436,781)
Profit/(Loss) before taxation (254,263,007)
Taxation (4,710,373)
Profit/(Loss) after taxation (258,973,380)
vi In case of investment in a project of an associated company / undertaking that has not commenced operations, in addition to the information referred to above, the following further information is also required: a) a description of the project and its history since conceptualization; b) starting date and expected date of completion; c) time by which such project shall become commercially operational; d) expected return on total capital employed in the project; and Not Applicable

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

e) funds invested or to be invested by the promoters distinguishing between cash and non-cash amounts;
vii. Maximum amount of investment to be made PKR 100 Million
viii. Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; None
ix. Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds,-
(III) justification for investment through borrowings;
(IV) detail of collateral, guarantees provided and assets pledged for obtaining such funds; and
(III) cost benefit analysis; Own and/or borrowed.
4) To meet the operational requirements.
5) Shares of group companies.
6) Estimated 3 month KIBOR + 2.5% projected returns in shape of dividend is expected to be much higher.
x. Salient features of the agreement(s), if any, with associated company or associated undertaking with regards to the proposed investment; Not Applicable
xi. Direct or indirect interest, of directors, sponsors, majority shareholders and their relatives, if any, in the associated company/undertaking or the transaction under consideration None
xii. In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and None
xiii. Any other important details necessary for the members to understand the transaction; None
xiv. Category-wise amount of investment; Repayable on demand
xv. Average borrowing cost of the investing company or in case of absence of borrowing the KIBOR (Karachi Inter Bank Offered Rate) for the relevant period The Average estimated borrowing cost of the company is 3 Month KIBOR + 2.5%.
xvi Rate of interest, mark up, profit, fees or commission etc. to be charged by investing company; None
xvii. Particulars of collateral or security to be Letter of Comfort

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

obtained in relation to the proposed investment;
xviii. If the investment carries conversion feature i.e. it is convertible into securities, this fact along with terms and conditions including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; and None
xix. Repayment schedule and terms and conditions of loans or advances to be given to the associated company or associated undertaking. Repayable on demand
xx. Sources of funds from where loans or advances will be given Own and/or borrowed
Where loans or advances are being granted using borrowed funds: a) justification for granting loan or advance out of borrowed funds; b) detail of guarantees / assets pledged for obtaining such funds, if any; and c) repayment schedules of borrowing of the investing company d) To meet the operational requirements. e) Shares of group companies. f) Quarterly payments
xxi. Particulars of collateral or security to be obtained in relation to the proposed investment; Letter of Comfort / The loan is unsecured
xxii. If the loans or advances carry conversion feature i.e. it is convertible into securities, this fact along with complete detail including conversion formula, circumstances in which the conversion may take place and the time when the conversion may be exercisable; Not Applicable
xxiii. Repayment schedule and terms of loans or advances to be given to the investee company Repayable on demand

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

To revise remuneration of the Chairman of the Board of Directors of the Company:

The Board of Directors of the Company in its meeting held on September 29, 2022, upon recommendation by the Board Human Resource & Remuneration Committee, has approved, subject to the approval of the members, the enhancement of remuneration of the Chairman up to PKR 1,200,000 per month, with effect from July 01, 2022. The information required under S.R.O. 423 (I)/2018 is as follows:

| Details of the extra services performed by the Chairman: | Bring in effectiveness of non-executive directors with proper co-ordination and understanding between the executive and non-executive management.
Ensure effective operation of the Board and its committees in conformity with the highest standards of corporate governance.
Ensure effective communication with shareholders and other relevant constituencies and that the views of these groups are understood by the Board.
Set the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making.
Ensure that all Board committees are properly established, composed and operated.
Ensure comprehensive induction programs for new directors and updates for all directors as and when necessary.
Support the Chief Executive in the development of strategy and, more broadly, to support and advise the Chief Executive.
Maintain access to senior management as is necessary and useful.
Promote effective relationships and communications between non-executive directors and members of the Group Executive Committee.
Ensure that the performance of the Board, its main committees and individual directors is formally evaluated on an annual basis.
Establish a harmonious and open relationship with the Chief Executive.
Responsibilities as specified under the applicable laws. |
| --- | --- |
| Statement on the suitability of the selected Chairman for performing extra services: | Mr. Jameel Yusuf has a decade of experience as a seasoned corporate professional and a leader. Moreover, he is a well-known philanthropist in Pakistan. |
| Remuneration of the director, including perks and benefits, pecuniary or otherwise for the extra services: | PKR 1,200,000 |

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SAID SPECIAL BUSINESS

Any other benefits or profits arising consequent to performing of extra services by the director: NIL
Benefits to the Company and its members as a result of such extra services to be performed by the director; Transparent and a very coherent Board of directors.
Best corporate governance practices being followed by the company.
Higher focus on the environmental, social and governance.
High level of confidence between the management of the company and the Board of directors.
Period of performing such extra services July 01, 2022

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