KARACHI: In a landmark 52-page ruling, the Sindh High Court has declared that TRG Pakistan’s management acted fraudulently, while also ruling that the acquisition of nearly 30% of TRG’s shares by Bermuda-based Greentree Holdings was both illegal and oppressive.
The judgment has effectively blocked the attempted takeover of TRG Pakistan Limited by Greentree Holdings, issuing a significant blow to the current leadership and TRG’s offshore associates.
The court directed TRG Pakistan to immediately conduct long-overdue board elections, which have been illegally withheld by the current board since January 14, 2025. The ruling comes amid a fierce power struggle between TRG Pakistan’s founder and former CEO, Pakistani-American tech entrepreneur Zia Chishti, and his former partners.
Justice Adnan Iqbal Chaudhry, in his detailed decision, concluded that TRG Pakistan’s affairs were being conducted unlawfully and in a manner oppressive to shareholders, particularly Zia Chishti. The ruling emphasized that corrective action was warranted under the Companies Act 2017 to protect the rights of shareholders and restore lawful governance within the company.
The legal battle was initiated by Zia Chishti against TRG Pakistan, its offshore parent TRG International, and Greentree Holdings, a shell entity allegedly created to execute the contested acquisition. The case also implicated AKD Securities for managing the unlawful tender offer and called on relevant regulatory bodies to fulfill their oversight responsibilities.
According to court findings, TRG Pakistan’s chairman Mohammed Khaishgi, CEO Hasnain Aslam, along with Pinebridge Investments nominees John Leone and Patrick McGinnis, orchestrated a $150 million scheme to seize control of TRG Pakistan.
The plot involved funneling TRG Pakistan’s own funds—an estimated $80 million—through offshore affiliates to purchase shares of the company itself, enabling the group to strengthen its grip on TRG despite holding less than a 1% direct stake individually.
The ruling described the scheme as a calculated attempt to sideline Chishti following his 2021 resignation amid allegations of misconduct—allegations that were subsequently discredited in legal proceedings in the United Kingdom. Earlier this year, The Telegraph issued formal apologies for its reporting on Chishti and paid him substantial damages.
Following Chishti’s departure, his former partners moved aggressively to consolidate control over TRG Pakistan and its subsidiaries. However, the Sindh High Court judgment has now reversed that course, branding the acquisition strategy fraudulent and illegal while ordering the company to restore democratic governance through fresh board elections.
With over 30% shareholding, Chishti and his family now stand as TRG’s largest shareholders, positioning him for a likely return to leadership. Companies linked to Jahangir Siddiqui & Co. follow with over 20% ownership.
Following the announcement of the ruling, TRG Pakistan’s share price dropped by more than 8% on heavy trading volume, primarily due to the collapse of Greentree’s tender offer at Rs75 per share. The stock is currently trading closer to Rs59, reflecting what market analysts describe as its more natural valuation absent the artificial influence of the disputed takeover attempt.
The court also blocked a further attempt by Greentree to acquire another 35% of TRG’s shares with an additional $70 million in company funds, further highlighting the scale and systematic nature of the fraudulent plan.
![Local residents at the Swat River, which is overflowing due to pre-monsoon heavy rains in the area on the outskirts of Mingora, the main town of Pakistan's Swat Valley [Sherin Zada/AP]](https://mmnews.tv/wp-content/uploads/2025/06/Flooding-in-Swat-river-120x86.jpg)
