Notice of Annual General Meeting

Shayan Mufti

Karachi, November 06, 2024

Company Secretary

S. No.

Requirement

Information

i.

Name of

the

associated

company or

TPL Holdings (Pvt.) Limited

associated undertaking

ii.

Basis of relationship

Ultimate parent company

iii.

Earnings per share for

the last

three years

FY2022-23: PKR.

5.24

per share

of the Associated Company

FY2021-22: PKR.

(7.21) per share

FY2020-21: PKR. (29.27) per share

iv.

Break-up value

per share, based on latest

As at June 30, 2023: PKR. 143.36 per Share

audited financial

statements

v.

Financial

position

of the

associated

The extracts of the reviewed balance sheet and profit and loss

company

account of the ultimate parent company as at and for the period

ended June 30, 2023 is as follows:

Balance Sheet

Rupees

Non-current assets

1,586,174,779

Other assets

2,497,942,631

Total Assets

4,084,117,410

Total Liabilities

3,213,320,640

Represented by:

Paid up capital

60,744,000

Capital Reserve

14,432,608

Accumulated Profit

563,320,162

Other component of equity

232,300,000

Equity

870,796,770

Profit and Loss

Profit before interest and

429,414,238

taxation

Financial charges

(390,120,445)

Profit before taxation

39,293,793

Taxation

(7,478,547)

Profit after taxation

31,815,246

vi

In case of

investment

in

a

project of

an

TPL Holdings (Private) Limited

has already commenced

its

associated company / undertaking that has

operations, accordingly this section is not applicable.

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;

vii.

Maximum amount of investment to be made

PKR 700 Million

viii.

Purpose, benefits

likely to

accrue to

the

Purpose: To meet its operational / investment requirements

investing company and its

members from

such

investment and period of investment;

Benefits: Markup at the rate of 3 month KIBOR + 3%

per annum

ix.

Sources

of

funds

to

be

utilized

for

Own source and / or borrowed:

investment and where the investment is

intended

to

be

made

using

borrowed

(I)

To bridge the funding requirement gap / timing

funds, -

difference for operational requirements.

(I)

justification

for

investment

through

(II)

Letter of comfort.

borrowings;

(III)

Quarterly Payments / on demand payments.

(II)

detail

of

c o l l a t e r a l ,

guarantees

p r o v i d e d

and assets

pledged for

obtaining such funds; and

(III) cost benefit analysis;

x.

Salient features

of

the

agreement(s), if

The Agreement was executed between TPL Trakker Limited

any,

with

associated

company

or

and TPL Holdings (Private) Limited on September 24, 2024 for

associated undertaking with regards to the

the renewal of advance of PKR 700 Million as per the rate

proposed investment;

given at serial No. XV, repayable as per repayment schedule

given at serial No. XXIII of this material fact.

The validity of the Agreement is one year and shall be renewed

as per the mutual consent of both parties.

In case of any dispute the Companies shall first be referred to

Arbitration which will be conducted in accordance with the

Arbitration Act 1940.

xi.

Direct

or

indirect interest,

of

directors,

The directors of the Company are solely interested to the extent

sponsors,

majority shareholders and

their

of their directorships and shareholdings in the Company.

relatives,

if

any,

in

the

associated

company/undertaking or

the transaction

Following are the common directors of TPLH and the Company:

under consideration

Name of Director

Shareholding

in

Shareholding

in

TPLT

TPLH

Mr. Jameel Yusuf

1

388,570

xii.

In case

any

investment

in

associated

Advance balance as on June 30th 2024: PKR. 254.96 Million

company or associated

undertaking has

already

been

made,

the

performance

review

of

such

investment

including

Please refer to serial No. V of the statement of Material Facts.

complete information/justification for

any

No impairment or write off was undertaken during the year.

impairment or write

offs; and

xiii.

Any

other

important

details

necessary

No other information

for the members to understand the

transaction;

xiv.

Category-wise amount of investment;

Advances: PKR. 700 Million

xv.

Average borrowing cost of the investing company

The average estimated borrowing cost of the Company is

or in case of absence of borrowing the KIBOR

3 month KIBOR + 3%.

(Karachi Inter Bank Offered Rate) for the relevant

period

xvi

Rate

of

interest,

mark

up,

profit,

fees or

Markup to be charged at the rate of 3 month KIBOR + 3%.

commission etc. to be charged by investing

Cost.

company;

xvii.

Particulars of collateral or security to be obtained

Letter of comfort.

in relation to the proposed investment;

xviii.

If the investment carries conversion feature i.e. it

The said investment does not carry conversion feature

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

xix.

Repayment schedule and terms and conditions of

The advance and mark-up thereon is to be paid as per

loans or advances to be given to the associated

availability / on demand by the investing company and to be

company or associated undertaking.

adjusted against reimbursable expenses incurred periodically by

TPL Holdings (Pvt.) Limited on behalf of the Company.

xx.

Sources of funds from where loans or advances

Own and/or borrowed funds

will be given

Where loans or advances are being granted using

a.

To bridge the funding requirement gap / timing

borrowed funds:

difference for operational requirements.

a) justification for granting loan or advance out of

b.

Letter of comfort.

borrowed funds;

c.

Quarterly Payments / on demand payments.

b) detail of guarantees / assets pledged for

obtaining such funds, if any; and

c) repayment schedules of borrowing of the

investing company

xxi.

Particulars of collateral or security to be obtained

Letter of comfort

in relation to the proposed investment;

xxii.

If the loans or advances carry conversion feature

The said investment does not 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;

Financial charges

(603,201,363)

Loss before taxation

(3,630,153,115)

Taxation

-

Loss after taxation

(3,630,153,115)

vi

In case of

investment

in

a

project of

an

TPL Properties has already

commenced its operations,

associated company / undertaking that has

accordingly this section is not applicable.

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) t i m e

by

which

such

project s h a l l

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;

vii.

Maximum amount of investment to be made

PKR 20 Million

viii.

Purpose, benefits

likely to

accrue to

the

The purpose of the investment was to TPL Properties Limited

investing company and

its

members

from

to meet its operational requirements.

such

investment and period of investment;

ix.

Sources

of funds

to

be

utilized

for

Own source and / or borrowed:

investment and where the investment is

intended to be made using borrowed funds,

(I) To bridge the funding requirement gap / timing

-

(I)

justification

for

investment

difference for operational requirements.

(II) Letter of comfort.

through borrowings;

(III) Quarterly Payments / on demand payments.

(II)

detail

of c o l l a t e r a l ,

guarantees

p r o v i d e d

and assets

pledged for

obtaining such funds; and

(III) cost benefit analysis;

x.

Salient features

of

the agreement(s), if

The Agreement was executed between TPL Trakker Limited

any,

with

associated

company

or

and TPL Properties Limited on September 24, 2024 for the

associated

undertaking with regards to the

renewal of advance of PKR 20 Million as per the rate given at

proposed investment;

serial No. XV, repayable as per repayment schedule given at

serial No. XXIII of this material fact.

The validity of the Agreement is one year and shall be renewed

as per the mutual consent of both parties.

In case of any dispute the Companies shall first be referred to

Arbitration which will be conducted in accordance with the

Arbitration Act 1940.

xi.

Direct

or

indirect

interest,

of

directors,

The directors of the Company are solely interested to the extent

sponsors,

majority shareholders

and

their

of their directorships and shareholdings in the Company.

relatives,

if

any,

in

the

associated

company/undertaking

or the transaction

Following are the common directors of TPLP and the Company:

under consideration

Name of Director

Shareholding

in

Shareholding in

TPLT

TPLP

Mr. Jameel Yusuf

1

3,035,775

xii.

In case

any

investment

in

associated

Advance balance as on

June 30th 2024: PKR.

19.39 Million

company or associated

undertaking has

already

been

made,

the

performance

Please refer to serial No. V of the Statement of Material Facts.

review

of

such

investment

including

No impairment or write-off was undertaken during the year.

complete information/justification for

any

impairment or write

offs; and

xiii.

Any

other

important

details

necessary

No additional information

for the members to understand the

transaction;

xiv.

Category-wise amount of investment;

Advance: PKR. 20 Million

xv.

Average borrowing cost of the investing company

The average estimated borrowing cost of the company is 6

or in case of absence of borrowing the KIBOR

months KIBOR + 3% per annum

(Karachi Inter Bank Offered Rate) for the relevant

period

xvi

Rate

of

interest, mark

up,

profit,

fees or

6 month KIBOR + 3%.

commission etc. to be charged by investing

company;

xvii.

Particulars of collateral or security to be obtained

Letter of comfort

in relation to the proposed investment;

xviii.

If the investment carries conversion feature i.e. it

The said investment does not carry conversion feature

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

xix.

Repayment schedule and terms and conditions of

The advance and mark-up thereon is to be paid as per

loans or advances to be given to the associated

availability / on demand by the investing company and to be

company or associated undertaking.

adjusted against reimbursable expenses incurred periodically

by TPL Properties Limited on behalf of the Company.

xx.

Sources of funds from where loans or advances

Own and/or borrowed funds

will be given

Where loans or advances are being granted using

a) To bridge the funding requirement gap / timing

borrowed funds:

difference for operational requirements.

a) justification for granting loan or advance out of

b) Letter of comfort.

borrowed funds;

c) Quarterly Payments / on demand payments.

b) detail of guarantees / assets pledged for

obtaining such funds, if any; and

c) repayment schedules of borrowing of the

investing company

xxi.

Particulars of collateral or security to be obtained

The Advance is unsecured.

in relation to the proposed investment;

xxii.

If the loans or advances carry conversion feature

The said investment does not 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;

xxiii.

Repayment schedule and terms of loans or

The advance and mark-up thereon is to be paid as per availability

advances to be given to the investee company

/ on demand by the investing company and to be adjusted against

reimbursable expenses incurred periodically by TPL Properties

Limited on behalf of the Company.

S. No.

Requirement

Information

i.

Name of the associated company

Astra Location Services (Private) Limited

or associated undertaking

ii.

Basis of relationship

Subsidiary Company

iii.

Earnings per share

for the last three

FY-2023-24: PKR. (469.60) per share

years of the Associated Company

FY-2022-23: PKR. (610.27) per share

iv.

Break-up value per share, based

on

As at June 30, 2024: PKR. 860.16 per share

latest audited financial statements

v.

Financial position

(main items

of

The extracts of the audited/reviewed balance sheet and

statement of financial position and

profit and loss account of the associated company as at

profit and loss account on the basis of

and for the period ended June 30, 2024 is as follows:

latest financial statements) of the

associated company

Balance Sheet

Rupees

Non-current assets

1,056,077,187

Other assets

92,022,912

Total Assets

1,148,100,099

Total Liabilities

1,062,084,395

Represented by :Paid up

1,000,000

capital

Advance against right shares

-

Capital Reserve

193,003,027

Accumulated (loss)

(107,987,323)

Surplus on Revaluation

of

-

Fixed Assets

Equity

86,015,704

Profit and Loss

Loss

before

interest

and

(31,511,206)

taxation

Financial charges

(8,142,254)

Loss before taxation

(39,653,460)

Taxation

(7,306,884)

Loss after taxation

(46,960,344)

vi

In case of

investment in a project of

Astra

Location

Services

has

already commenced its

an associated company / undertaking

operations, accordingly this section is not applicable.

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

s h a l l

become

commercially

operational;

d)

expected

return on

total

capital