SHC rules TRG Pakistan management acted fraudulently in $150 million case

The Sindh High Court has ruled that TRG Pakistan’s management acted fraudulently and has directed the company to hold long-overdue board elections without further delay.

Court also blocked an attempted takeover of TRG Pakistan Limited by Greentree Holdings, declaring that nearly 30% of TRG shares acquired by Greentree were unlawfully financed.

The case was brought forward by a former CEO of TRG Pakistan and court named AKD Securities for managing what the court found to be an illegal tender offer by Greentree. Several regulatory authorities were also named in the suit, with the court directing them to fulfil their oversight duties.

At the centre of the case was the allegation that shell company Greentree Limited had fraudulently used TRG Pakistan’s own funds to acquire its shares. Court documents state that the chairman and CEO of TRG Pakistan orchestrated the $150 million fraud by secretly setting up Greentree, which then began purchasing TRG shares using the company’s own assets.

The case forms part of a wider power struggle for control of TRG Pakistan, pitting current leaders Khaishgi, Aslam, Leone, and McGinnis against company founder Zia Chishti. Chishti, who resigned in 2021 following sexual misconduct allegations, has been seeking to regain control.

Following his departure, the new management moved swiftly to consolidate power over TRG Pakistan and its subsidiaries, including TRG International. However, the Sindh High Court’s ruling has reversed those efforts, declaring the scheme fraudulent, illegal, and oppressive.

With the court now ordering new elections, Zia Chishti and his family—who currently own over 30% of the company—are widely expected to regain control of the board.

The court further found that since 2021, approximately 30% of TRG’s shares had been purchased using $80 million of the company’s own funds, funneled through offshore affiliates. It also declared illegal a planned tender offer by Greentree to acquire an additional 35% of TRG shares using a further $70 million of TRG’s money.