In a landmark 52-page ruling, the Sindh High Court has declared that the management of TRG Pakistan was engaged in fraudulent conduct, with the attempted acquisition of shares by Bermuda-based Greentree Holdings found to be illegal and oppressive. The court blocked Greentree’s takeover of nearly 30% of TRG’s stock, concluding that the shares were unlawfully financed using TRG’s own funds — a violation of Section 86(2) of the Companies Act 2017.
The High Court further directed TRG Pakistan to immediately conduct long-overdue board elections, which the existing board had illegally withheld since January 14, 2025. This order directly counters the actions of the current board and signals the beginning of a significant power shift within the company.
Justice Adnan Iqbal Chaudhry stated in the judgment: “Having concluded that the affairs of TRGP are being conducted in an unlawful and fraudulent manner and in a manner oppressive to members such as the Petitioner (Zia Chishti), the case falls for corrective orders under sub-section (2) of section 286 of the Companies Act.”
Zia Chishti’s Legal Challenge Against Former Partners Succeeds
The case was brought by Pakistani-American technology entrepreneur and TRG founder Zia Chishti against TRG Pakistan, its affiliate TRG International, and Greentree Limited — a shell company wholly owned by TRG International. AKD Securities, which managed Greentree’s illegal tender offer, was also named, alongside several regulatory authorities accused of failing in their oversight duties.
At the core of the dispute was Chishti’s accusation that Greentree was fraudulently using TRG Pakistan’s funds to acquire TRG’s own shares. This move, according to Chishti, was orchestrated to consolidate control in the hands of his former partners: TRG Chairman Mohammed Khaishgi, CEO Hasnain Aslam, and Pinebridge Investments, represented by board nominees John Leone and Patrick McGinnis.
Court documents revealed that Greentree — secretly controlled by Khaishgi, Aslam, Leone, and McGinnis — was established as a vehicle for the fraudulent acquisition. Greentree then used nearly $80 million of TRG Pakistan’s own capital to acquire almost 30% of its shares, thereby attempting to secure a controlling stake despite the conspirators collectively owning less than 1% directly.
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Power Struggle Between Founders and Successors
The conflict reflects a deep power struggle within TRG Pakistan that began after Chishti’s 2021 resignation following sexual misconduct allegations by a former employee. However, Chishti later pursued legal action in the UK against The Telegraph, which had reported the allegations. The litigation concluded with The Telegraph issuing an apology for 13 articles and paying damages and legal fees — vindicating Chishti’s stance.
Following his departure, Khaishgi, Aslam, Leone, and McGinnis moved to cement their control over TRG Pakistan and its subsidiaries. The creation and operations of Greentree were a part of this effort to exclude Chishti and secure board dominance. The High Court’s ruling now undoes that plan, terming it a fraud on minority shareholders and the corporate structure itself.
The judgment has halted a planned second tender offer, where Greentree was preparing to use another $70 million of TRG’s funds to purchase an additional 35% of the company’s shares. The court ruled this proposed transaction illegal as well.
Chishti Poised to Regain Control
With the court ordering immediate elections, Zia Chishti — now the largest shareholder with over 30% interest — is positioned to retake control of the company. Companies affiliated with Jahangir Siddiqui & Co. hold more than 20%, giving Chishti a decisive edge over the faction led by Khaishgi and his associates.
The ruling amounts to a comprehensive legal victory for Chishti and a significant blow to his former partners. The court’s findings of fraud and misconduct have severely damaged the credibility of the current leadership, paving the way for a leadership overhaul at TRG Pakistan.
Market analysts anticipate Chishti’s return to the board as a formality once the elections are held. His return could potentially mark a turning point in the governance and strategic direction of the company.
Market Reaction and Broader Legal Significance
TRG Pakistan’s share price fell over 8% following the verdict amid heavy trading volume. Experts attribute the decline to the collapse of the Rs 75 per share tender offer, which had artificially propped up the stock price. With that offer now void, shares have corrected to around Rs 59 — reflecting their intrinsic market value absent the contested takeover bid.
The ruling also sets a legal precedent in Pakistan for curbing offshore-backed shareholder manipulation and restoring transparency in corporate governance. By condemning the use of shell companies and misappropriation of company assets, the Sindh High Court has reaffirmed the protections offered to minority shareholders under Pakistani corporate law.
In sum, the judgment not only reshapes the future of TRG Pakistan but also sends a clear signal to other companies and regulatory bodies regarding the consequences of fraudulently financed takeovers.
This article was received directly from the reporter.