KEH wins key rulings in K-Electric shareholder battle

December 09, 2025 (MLN):  K-Electric Limited (PSX:KEL) has disclosed recent court rulings in the ongoing legal dispute between its shareholders regarding board composition and control, according to the company’s filing on PSX revealed today.

The dispute involves KE Holdings Limited (KEH), formerly IGCF SPV 21 Limited, which acquired interests in K-Electric through Sage Venture Group Limited, owned and controlled by Mr. Shaheryar Chishty.

Sage acquired these interests through arm's length transactions with former investors in the Infrastructure and Growth Capital Fund (IGCF) and from the Official Liquidators of Abraaj Investment Management Limited in October 2022, a transaction supervised and sanctioned by the Grand Court of the Cayman Islands.

After completing the acquisition, KEH nominated two directors, Mr. Chishty and Mr. Darin Baur, to K-Electric's board in accordance with the Shareholders' Agreement of KES Power Limited (KESP), which governs the relationship between KEH, Al Jomaih Holding Co, and Denham Investments Ltd (NIG).

In response, Al Jomaih and NIG obtained an ex parte injunction from the Sindh High Court on October 21, 2022, preventing any further changes to K-Electric's board.

The Grand Court of the Cayman Islands found in July 2023 that these proceedings were a breach of the Shareholders' Agreement and ordered Al Jomaih and NIG to withdraw both the injunction and the proceedings. That decision was subject to stays pending appeals.

Recent Court Decisions

On December 5, 2025, the Cayman Islands Court of Appeal dismissed Al Jomaih and NIG's appeal against the refusal of their application for injunctive relief.

The stay has now been lifted on the Order of August 16, 2023, which requires Al Jomaih and NIG to immediately terminate or discontinue the Sindh High Court proceedings against KEH, Alvarez and Marsal, KESP, and K-Electric.

The order also prohibits them from commencing or pursuing any proceedings related to disputes under the KESP Shareholders' Agreement in any court other than the Grand Court of the Cayman Islands or an English court, and finally restrains them from continuing or taking any further steps in the Pakistan proceedings.

On November 24, 2025, the Judicial Committee of the Privy Council, the final court of appeal for the Cayman jurisdiction, dismissed the appeal of Al Jomaih and Denham against the Cayman anti-suit injunction.

The court stated that "having made one volte-face in these proceedings by advancing an entirely new case before the Court of Appeal, the appellants now seek to do so again. This is not how appellate litigation should be conducted."

The decisions represent victories for KEH across two Grand Court decisions, two Court of Appeal decisions, and the Privy Council ruling.

On November 28, 2025, in separate proceedings, the Grand Court ordered Al Jomaih and NIG to discover documents relating to discussions with Mr. Arif Naqvi during April-June 2023 regarding actions to challenge the Sage transaction and influence KESP board composition.

The order followed evidence filed by KEH that included emails about meetings between Al Jomaih representatives and Mr. Naqvi in May 2023. The judgment noted the email indicated that representatives were "probably discussing with Mr. Naqvi the dispute with Sage and the need for litigation." Mr. Naqvi, described as the architect of the Abraaj Group collapse, is currently awaiting extradition to the United States. KEH expressed serious concern about the relationship between Al Jomaih and Mr. Naqvi.

Alternative Shareholder Proceedings

On September 6, 2023, two K-Electric shareholders and a "concerned citizen" filed a suit in the Sindh High Court containing claims that closely mirror those in the October 2022 proceedings. KEH noted these shareholders collectively hold only 7,500 shares, currently valued at approximately Rs41,000 or $145.

 KEH has urged Pakistani regulators to investigate who is behind these minority shareholders and funding their legal fees, suggesting the proceedings are designed to sustain claims that Al Jomaih and NIG are now legally compelled to withdraw.

Current Status and Next Steps

KEH is seeking the immediate removal of the restriction imposed by the Securities and Exchange Commission of Pakistan (SECP) on November 8, 2022, under section 125 of the Securities Act 2015, stating there is no longer any basis for such restriction.

KEH stated that Al Jomaih and NIG must now take immediate steps in the Sindh High Court to comply with the Cayman Islands court orders. Failure to do so would place them in contempt of court in the Cayman Islands with serious consequences.

Once the Sindh High Court proceedings and SECP restriction are withdrawn, K-Electric's board must convene an extraordinary general meeting to elect new directors, including those nominated by KEH. Both Mr. Chishty and Mr. Baur have significant experience owning and operating power sector assets in Pakistan.

KEH stated it looks forward to working to create shareholder value at K-Electric and improving its operating performance for the benefit of Karachi and Pakistan.

Copyright Mettis Link News