KARACHI: In a powerful and detailed 52-page ruling, the Sindh High Court has concluded that TRG Pakistan’s management acted fraudulently, and that Greentree Holdings, a Bermuda-based firm, illegally and unjustly acquired TRG shares both in the past and in planned purchases.
The court has ordered TRG Pakistan to immediately conduct board elections, which have been unlawfully delayed since January 14, 2025, by the current board.
In a key part of the judgment, the court blocked Greentree’s attempted takeover of TRG Pakistan, declaring that its nearly 30% shareholding was bought using TRG’s own funds—an act that violates Section 86(2) of the Companies Act 2017.
“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,” wrote Justice Adnan Iqbal Chaudhry in the verdict.
The case had been filed by Zia Chishti, the founder and former CEO of TRG Pakistan, who is a Pakistani-American tech entrepreneur. He brought the case against TRG Pakistan, its affiliate TRG International, and Greentree Limited – a shell company owned by TRG International.
AKD Securities was also named for facilitating Greentree’s controversial tender offer, along with regulatory bodies that allegedly failed to act.
The heart of the case revolved around allegations that Greentree Limited was secretly using TRG’s own funds to buy back its shares effectively trying to hand control of the company to Chishti’s former partners: Mohammed Khaishgi, Hasnain Aslam, and Pinebridge Investments.
Court documents revealed that TRG Pakistan’s chairman Mohammed Khaishgi and CEO Hasnain Aslam orchestrated this scheme, which involved $150 million. They allegedly collaborated with Pinebridge, a Hong Kong-based investment firm that has two board representatives in TRG Pakistan, John Leone and Patrick McGinnis.
The plan involved creating Greentree as a front company, which they controlled behind the scenes. Greentree then began buying TRG Pakistan’s shares using the company’s own funds, with the intention of shifting control to themselves, even though they personally owned less than 1% of TRG. The petitioner’s legal team argued this was a deliberate and calculated fraud.
This courtroom battle is part of a broader power struggle over the control of TRG Pakistan. On one side are Khaishgi, Aslam, Leone, and McGinnis; on the other is Zia Chishti, who’s been trying to regain leadership of the company after stepping down in 2021 due to sexual misconduct allegations.
However, those claims were later disproved in a UK court where Chishti sued The Telegraph for defamation. The newspaper issued a public apology for 13 separate articles and also paid damages and legal fees.
Since Chishti’s exit, his former partners worked to consolidate power across TRG Pakistan and its subsidiaries, including TRG International. The Sindh High Court’s recent ruling effectively dismantles that effort, declaring the actions of his former colleagues as “fraudulent, illegal, and oppressive.”
With the upcoming elections now ordered, Zia Chishti—along with his family who collectively own over 30% of TRG’s shares is positioned to retake control of the company. Following him in shareholder strength are entities linked to Jahangir Siddiqui & Co., which hold more than 20%.
The ruling is seen as a complete legal and moral win for Chishti, while proving to be a damaging verdict for his former associates who have now been officially implicated in a corporate fraud scheme.
Following the court decision, TRG Pakistan’s share price dropped over 8% due to the cancellation of the Rs 75 tender offer. Shares are now trading closer to Rs 59, reflecting what analysts say is their natural market value.
The court found that Greentree had already used $80 million from TRG’s funds to buy up around 30% of the company’s shares since 2021. An additional attempt to acquire 35% more shares costing $70 million was also deemed unlawful, as it involved the same misuse of corporate funds through offshore structures.
This legal outcome marks a significant shift in the company’s leadership and is being viewed as a turning point in the long-standing power struggle within TRG. Chishti’s path to leadership now seems clear.