TRG takeover battle: Zia Chishti lands favourable SHC ruling amid mounting financial pressure

Business Recorder

23-06-2025

The saga over the battle for control of Pakistan Stock Exchange (PSX) listed technology leader, TRG Pakistan Limited, took a new twist with an order by the Sindh High Court on a company petition filed by the company's former CEO, Zia Chishti, challenging the tender announced in January 2025 by the company's largest shareholder, Bermuda based Greentree Holdings Limited.
The tender was to remit up to $53 million to Pakistani shareholders of TRG Pakistan, and had been placed on hold pending the hearing of the petition.
SHC restrains Zia Chishti, wife from transferring shares of TRG Pakistan: notice
The judge ruled that the company violated Section 286 of the Companies Act relating to shareholder oppression and that such oppression took place with the purchase of shares of TRG Pakistan Limited by Greentree Holdings.
The judge has ordered the abatement of the Greentree Holdings tender, the conversion of the shares held by Greentree Holdings into treasury shares of TRG Pakistan and the holding of Company elections.
A successful completion of the tender would have accorded control of the company to Greentree Holdings, in addition to providing an exit to company shareholders.
In a notice to the PSX issued today, the company has stated that the judge's order contains 'various irregularities and infirmities' and is 'assessing legal options, including challenging the decision by filing an appeal before the Honourable Supreme Court of Pakistan'.
Market analysts believe that the company will appeal the ruling.
Market observers expressed disappointment at the ruling of the Sindh High Court, as the tender provided shareholders an opportunity to lock in a near 40% premium to the current share price.
The company's share price responded negatively to the news of the ruling, dropping 12% on the prospect of a lack of clarity on the company's future.
Since late 2021, the company has been mired in a takeover battle between Chishti and his allies and the current management of TRG.
Chishti resigned as CEO of the company following disclosure in US Congressional testimony of an arbitration award against him for sexual harassment and assault of an ex-employee, in which he had to pay the former employee over $5 million in damages.
TRG's management has held that any association of Chishti with the company would be fatally damaging to the Company's assets given his reputation.
Since his exit from the company, Chishti has filed several defamation suits relating to his sexual misconduct award.
US arbitrator orders Zia Chishti to pay $9.1mn to TRG International
In the United States, he sued the former employee for defamation but was dismissed by a US judge.
In the United Kingdom, Chishti sued The Telegraph for carrying an article that he deemed defamatory, and settled with the newspaper in March 2025 with The Telegraph providing an apology.
Meanwhile, in Pakistan, Chishti sued the board and management of TRG for defamation for referring to his arbitration award in court filings; those proceedings have been suspended by order of the Supreme Court.
Chishti's court victory comes against the backdrop of severe creditor pressure on him.
In January 2025, he lost an arbitration filed against him by TRG International for pledging his shares in TRG Pakistan for a loan extended to him by JS Bank, apparently for the purpose of building up his shareholding in the Company.
In its notice today, TRG has informed that this arbitration award, which included a $9 million payment order against him, has been confirmed for collection by a United States Federal judge.
In addition, in January 2025, Chishti defaulted on the above-mentioned Rs3 billion loan from JS Bank, which has attempted to seize his shares in the Company as collateral but has been prevented from doing so by several stay orders relating to the arbitration award enforcement.
Chishti's financial woes are further complicated by the recent disclosure of a tax lien of $10 million placed on Chishti's assets by the United States Internal Revenue Service, for unpaid United States federal taxes.
Industry observers have expressed dismay at the continuing upheaval within the country's leading technology player, especially since the tender was set to provide clarity to the future of the company.
With the recent ruling, the battle seems likely to continue.