The Sindh High Court declared Greentree Holdings’ attempted takeover of TRG Pakistan illegal, citing violations of corporate law.
Justice Adnan Iqbal Chaudhry ruled that Greentree Holdings, a Bermuda-based subsidiary of TRG International, illegally used TRG Pakistan’s funds to acquire nearly 30% of its shares, violating Section 86(2) of the Companies Act 2017. The court deemed this a “fraud and oppression” against minority shareholders, ordering the shares reclassified as TRG’s treasury shares and removed from Greentree’s ownership. Additionally, it mandated new board elections and directed AKD Securities to return tendered shares from the public offer.
The ruling originated from a petition filed by Zia Chishti, the founder of TRG and a 16% shareholder. He challenged the legality of the acquisition, claiming that TRG’s directors facilitated the deal without obtaining approval from the shareholders.
Read: Telegraph Pays Zia Chishti Big in Libel Settlement
On May 15, 2025, Greentree issued a corrigendum clarifying that it would not transfer shares to TRG. This correction addressed an earlier “disclosure error” but failed to resolve ongoing legal concerns.
Shareholders consider the decision a victory that sets a precedent against self-funded takeovers and could strengthen Pakistan’s regulatory framework. Analysts have scrutinised the Securities and Exchange Commission of Pakistan (SECP) for its lack of response, viewing the case as a critical test of corporate law enforcement.
