In a landmark 52-page ruling issued on June 21, 2025, the Sindh High Court (SHC) resolutely found that the management of TRG Pakistan – led by Mohammed Khaishgi and Hasnain Aslam – orchestrated a fraudulent scheme totaling $150 million. The SHC determined they illegally used corporate funds to acquire nearly 30% of TRG Pakistan’s own shares through a Bermuda-based shell company, Greentree Limited.
Immediate Board Elections
One of the court’s central orders was to mandate immediate board elections for TRG Pakistan — elections that had been unlawfully delayed by the incumbent board since January 14, 2025. This was a direct corrective remedy under Section 286(2) of the Companies Act, echoing the court’s finding that the current board’s conduct was both “unlawful” and “oppressive” to shareholders like petitioner Zia Chishti.
Greentree’s Fraudulent Share Acquisition
Central to the case is the operation by Khaishgi, Aslam, and Pinebridge Investments, via board nominees John Leone and Patrick McGinnis. They secretly controlled Greentree Limited, which initially used TRG Pakistan’s own $80 million to purchase about 30% of its shares, all while the alleged ownership of Khaishgi & Aslam stood below 1%. This blatant manipulation violated Section 86(2) of the Companies Act 2017.
Further, the court flagged a secondary tender offer—an attempt to funnel another $70 million of TRG’s funds for an additional 35% acquisition. This scheme was deemed fraudulent, illegal, and oppressive, illustrating how corporate mechanisms were hijacked to unfairly control the company.
Legal Basis & Reasoning
In issuing corrective orders, Justice Adnan Iqbal Chaudhry highlighted that such misuse of corporate funds and manipulation of shareholding structure fell squarely within Section 286(2) — empowering courts to intervene where company affairs are conducted in “oppressive or unfairly prejudicial” ways.
The SHC’s ruling was unambiguous: the actions weren’t merely questionable, they were criminally fraudulent. The court labeled the scheme “illegal, fraudulent and oppressive” and emphasized the need for governance redress.
Zia Chishti’s Vindication
This victory belongs to Zia Chishti, TRG Pakistan’s founder and former CEO. Forced out in 2021 after unsubstantiated misconduct allegations—which he later successfully challenged in the UK—the verdict paves his way back to control.
Chishti’s removal was followed by legal actions, culminating in the UK Telegraph issuing an apology, retracting 13 claims, and paying damages. The SHC ruling now reverses the post-resignation takeover by Khaishgi, Aslam, Leone, and McGinnis, and reinstates Chishti’s position as a leading shareholder holding over 30%, with Jahangir Siddiqui & Co. backing him at around 20%.
Control Change Coming
With elections now ordered, Zia Chishti is poised to reclaim formal control. Official announcements from TRG Pakistan could soon be expected, with his supporters ready to transform the board dynamic. For Chishti, this isn’t merely a personal triumph—it redirects TRG’s leadership and may shape its strategic direction afresh.
Share Price Reaction
On the news, TRG Pakistan shares dropped over 8%, down to approximately Rs 59 per share from the previous tender-offer level of Rs 75 — the market adjusting for the nullification of that offer.
Analysts explain the dip: without the Rs 75 tender fallback, the stock will now “trade closer to its natural value.” The steep volume movement reflects a quick market recalibration to the legal outcome.
Fraud Anatomy
Examining the fraud reveals several deliberate tactics:
- Shell company structure: Greentree had no independent operation—it was entirely controlled by TRG insiders.
- Misuse of corporate funds: Instead of investing pooled capital, they used TRG’s cash reserves via TRG International—a violation of corporate fiduciary responsibility.
- Secret share accumulation: By stealthily acquiring shares, they gained effective control disproportionate to their declared ownership.
- Tender offer manipulation: With a staged secondary offer using company funds, they attempted to convert control into lasting power.
Impact on Minority Shareholders
This ruling sends a powerful message that the rights of minority shareholders are upheld firmly by Pakistani corporate law. Acts that sideline minority interests through oppressive maneuvers will not be tolerated — and legal avenues exist to dismantle such structures.
The SHC’s decision could inspire more minority investors to stand up, knowing courts are willing to intervene decisively.
Corporate Governance Lessons
The TRG saga highlights critical governance lessons:
- Strong board oversight is essential to prevent insiders from misusing company assets.
- Transparent shareholding disclosures are non-negotiable. Concealed ownership structures undermine trust.
- Regulatory vigilance is needed to catch such schemes before they mature.
- Legal enforcement must be swift, equitable, and follow established corporate laws.
Regulatory Questions
The court also named AKD Securities in its complaint for orchestrating the tender offer—suggesting scrutiny over intermediaries who enable fraudulent corporate transactions.
Moreover, regulators were brought in to act — raising questions about the efficiency and timing of enforcement. Were there prior signals unaddressed? Could delaying election oversight have lent momentum to the abuse? These remain unresolved but crucial policy debates.
Strategic Reset for TRG
With turbulence behind them, TRG Pakistan now faces rebuilding investor confidence and restoring strategic clarity. For Chishti and the new board, priorities may include:
- Strengthening financial controls to assure stakeholders steps are taken to prevent any recurrence.
- Refreshing leadership at both board and executive levels.
- Rethinking growth plans amid a restructured ownership — balancing innovation and expansion with stability.
- Engaging with regulators proactively, to fortify compliance frameworks.
Regional & Sectoral Significance
Beyond TRG, this case sets a precedent for Pakistan’s broader tech and corporate ecosystems. As one of the country’s most notable tech-origin companies, TRG’s corporate drama reinforces the interplay between governance, legal frameworks, and market expectations.
The ruling may encourage a wave of corporate housekeeping—with boards revisiting internal checks, ensuring independent director integrity, and mitigating conflicts of interest.
What Now for the Parties?
- Khaishgi & Aslam: Their reputations have been significantly tarnished. With fraud findings against them, their future board roles or market standing may face scrutiny by other regulatory bodies.
- Leone & McGinnis: As board nominees who facilitated the scheme, they too are implicated in the judgment.
- Pinebridge Investments: Their silent enabling of Greentree’s actions may draw attention from global investors, especially as adherence to ESG and governance standards intensifies.
- AKD Securities and regulators: They may be subject to internal reviews, sanctions, or broader reforms in sector oversight.
Investor Watch
Investors — both institutional and retail — will now closely monitor:
- The reconstituted share structure, especially post-elections.
- Corporate disclosures and governance audits in TRG’s subsequent filings.
- Any new strategic initiatives indicating Chishti’s vision for the company.
Takeaway for Markets
The SHC ruling is a wake ‐up call. Financial markets must remain vigilant. Legal channels are proving effective in correcting corporate wrongdoing—even when advanced through offshore vehicles. Robust governance, compliance, and active shareholder engagement have real power.
Final Thoughts
The $150 million fraud case is more than a legal drama—it’s a powerful affirmation of justice in Pakistan’s corporate sphere. The Sindh High Court has not merely reversed board actions—it has strengthened shareholder protection, set fresh governance standards, and restored rightful leadership.
This verdict is a decisive moment for TRG Pakistan and for the entire business community. It shows that fraud and misuse of corporate assets—even when cloaked in complex structures—can and will be exposed. As TRG moves ahead under renewed leadership, its journey will be watched as a test of resilience, ethics, and corporate renewal.
