SC handed TRG's ousted founder his Company back
MG News | May 12, 2026 at 11:03 AM GMT+05:00
May 12, 2026 (MLN): Pakistan's Supreme Court has handed a landmark victory to
Ziaullah Khan Chishti, the founder and former CEO of TRG Pakistan Limited,
dismissing appeals that sought to reverse a lower court order cancelling a 30%
foreign stake in the PSX-listed technology company.
The ruling, via short order, has sent shockwaves through Pakistan's
corporate and investor community, raising urgent questions about the security
of foreign capital in the country's listed companies.
The chain of events traces back to January 2025, when
Greentree Holdings Limited, a Bermuda-incorporated company aligned with TRG's
international parent, The Resource Group International Limited (TRG
International), announced a tender offer to buy out TRG Pakistan's Pakistani
minority shareholders for up to US$53 million.
Zia Chishti, who had resigned as CEO roughly five years
earlier amid sexual harassment allegations but retained a shareholding, moved
quickly to challenge the offer.
In March 2025, he filed a petition before the Sindh High
Court, arguing the move amounted to shareholder oppression.
The Sindh High Court agreed. In June 2025, it ruled that TRG
Pakistan had violated Section 286 of the Companies Act 2017, cancelled
Greentree's entire 30% shareholding, ordered those shares to be held as
treasury shares, and directed the company to hold fresh board elections.
In one stroke, an estimated US$90 million in foreign
investment was effectively wiped out.
TRG Pakistan called the ruling riddled with
"irregularities and infirmities" and, alongside Greentree and TRG
International, rushed to the Supreme Court.
Arguments were heard and judgment was reserved on February
3, 2026.
On Monday, a three-member bench comprising Justice Naeem
Akhter Afghan, Justice Muhammad Shafi Siddiqui, and Justice Miangul Hassan
Aurangzeb issued its short order: the appeals are dismissed. Detailed reasons
are yet to follow.
The effect is that the Sindh High Court ruling stands, and
so does the cancellation of Greentree's stake.
What This Means for Zia Chishti
With Greentree's 30% shareholding gone, voting dynamics
inside TRG Pakistan shift sharply. Chishti, as a continuing shareholder, now
stands to emerge as the most influential voice in the company.
TRG International itself acknowledged as much, warning in a
press release Monday that the verdict could produce "a significant shift
in voting influence within TRG Pakistan toward Mr. Zia Chishti."
The stakes extend further.
TRG Pakistan holds a roughly 45% non-controlling interest in
TRG International, meaning any sway Chishti gains at the Pakistan level could
reverberate across the broader global enterprise, one that supports
approximately 40,000 employees worldwide and holds indirect interests in AI
firm Afiniti and Nasdaq-listed customer management company IBEX.
TRG International was blunt in its response. The company
said the ruling "appears to nullify an approximately US$90 million foreign
investment into Pakistan" and called it a departure from accepted
principles of corporate jurisprudence that raises "significant concerns
for global investors."
The company warned that any renewed association of Chishti
with TRG-related entities could create "serious reputational, governance,
commercial, and stakeholder risks," pointing to prior proceedings and
arbitral findings against him.
It said it has already implemented "multiple layers of
governance and structural protections" to shield its portfolio companies
from developments at the TRG Pakistan level.
TRG International also noted that Chishti's own shares in
TRG International were placed into receivership by the Supreme Court of Bermuda
in January 2026.
The legal picture is sharply divided along geographic lines.
In the United States, a federal judge in the Southern District of New York
confirmed in June 2025 an arbitration award in favour of TRG International and
against Chishti.
The arbitrator found he had violated contractual obligations
by pledging company shares, primarily to JS Bank, and ordered him to pay US$9.1
million to TRG International while granting permanent injunctive relief against
him.
TRG International says it has prevailed in multiple
arbitration and court proceedings involving Chishti in the US and Bermuda over
the past three years.
Yet in Pakistan, Zia Chishti has now won at the country's
highest court. The contrast could not be starker.
Beyond the boardroom battle, the case carries implications
for Pakistan's broader investment climate.
The cancellation of a nine-figure foreign stake through a
shareholder oppression petition, without the Supreme Court's detailed reasoning
yet published, is likely to be scrutinised closely by foreign institutional
investors and multinational companies operating in Pakistan.
TRG International said it would "continue to pursue all
lawful and appropriate measures" to protect its business and stakeholders,
while TRG Pakistan said it is reviewing its legal options with counsel.
With the full judgment still pending, the final chapter of
this case is not yet written. But for now, the country's highest court has
handed Zia Chishti his most significant legal win yet, and left Pakistan's
corporate governance debate with more questions than answers.
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