Supreme Court dismisses appeals in TRG dispute, handing Zia Chishti a major win

ISLAMABAD: The Supreme Court of Pakistan has dismissed a set of appeals filed by Greentree Holdings Limited, The Resource Group International Limited (TRGI) and The Resource Group Pakistan Limited (TRGP) in a corporate dispute involving Pakistani-American entrepreneur Zia Chishti.

A three-member bench comprising Justice Naeem Akhter Afghan, Justice Muhammad Shafi Siddiqui and Justice Miangul Hassan Aurangzeb heard the connected matters and issued a short order after converting the petitions into appeals and then dismissing them. The bench also directed the appellants to pay Chishti’s legal costs, which were estimated in the millions of dollars. The court said detailed reasons would be issued separately.

The matter reached the apex court after the Sindh High Court ruled last year that the management of TRG Pakistan had acted fraudulently and ordered the company to hold long-delayed board elections without further delay.

The Sindh High Court had also stopped an attempted takeover of TRG Pakistan Limited by Greentree Holdings, ruling that nearly 30% of TRG shares acquired by Greentree had been financed unlawfully. TRG Pakistan is headed by Chairman Mohammed Khaishgi and Chief Executive Officer Hasnain Aslam.

Several senior lawyers appeared in the case, including Makhdoom Ali Khan, Abid S. Zuberi, Munir A. Malik and Mustafa Ramday.

Claims presented before the court

According to detailed written submissions filed before the Supreme Court in CPLA No. 2543 of 2025, Chishti alleged that certain directors of TRGP, TRGI and Greentree had structured transactions to strengthen their control, avoid accountability to shareholders and secure personal financial gains despite allegedly having little meaningful economic interest in the companies.

The submissions said the dispute arose from TRGP giving up a contractual right to sell part of its stake in TRGI in return for $120 million in cash and 5.4 million shares of Ibex Limited, a publicly traded company.

According to the filing, those assets were instead routed into the offshore shell company Greentree to buy shares in TRGP, which, Chishti alleged, helped a small group of directors tighten control over both TRGP and TRGI.

The submissions further stated that Greentree spent about $90 million to acquire TRGP shares, whose value later dropped along with TRGP’s share price. The filing also alleged that the directors took out more than $100 million through share repurchases, paid themselves over $10 million in emoluments and caused the companies to incur more than $40 million in legal expenses.

The dispute, according to the submissions, goes back to December 2021, when TRGI allegedly approved the distribution of substantial liquid assets among shareholders. The filing said that while most shareholders accepted share repurchases and received cash and Ibex shares, TRGP was allegedly blocked from doing so. Instead, the filing said, TRGP’s board — allegedly controlled by conflicted directors on both sides of the transaction — rejected the offer.

Chishti’s submissions also accused the directors of intentionally delaying TRGP board elections that were due in January 2025. According to the filing, a number of coordinated lawsuits were brought in civil courts in Kamalia, Lahore and Islamabad through proxy plaintiffs to obtain injunctions against the elections.

In the submissions before the Supreme Court, Chishti’s legal team rejected allegations relating to his personal conduct and argued that the case was essentially about shareholder rights and corporate governance.

Background cited in the report

Exactly a year ago, Britain’s newspaper The Telegraph apologised to Chishti over allegations that he had engaged in sexual misconduct.

The newspaper said articles published between November 2021 and February 2023 had reported allegations made by former Afiniti employee Tatiana Spottiswoode to the United States Congress about Afiniti founder and chief executive Zia Chishti. Chishti disputed those allegations and, Congress did not give him an opportunity to respond to them.

Chishti filed libel proceedings against The Telegraph in 2022 in the High Court of England and Wales. In an initial trial in June 2023 on the meaning of the articles, Justice Susan Collins Rice held that the allegations carried factual imputation and were plainly defamatory of Chishti.

where there is smoke there is fire.

Justice Rice rejected The Telegraph’s position that it had merely reported Spottiswoode’s allegations and found that the coverage was not balanced. The Telegraph placed its apology in front of each of the 13 articles it had published between 2021 and 2023, made the apology available without a paywall online and also carried it in the Sunday print edition. The newspaper also paid Chishti substantial damages and legal fees.

Muhammad Ziaullah Khan Chishti also appeared in person during the proceedings. During the case, an associate of a local law firm physically assaulted him within the Islamabad High Court. There was later an attempted kidnapping of Chishti outside the Islamabad High Court, which he fought off until the attackers dispersed when bystanders gathered and began filming.

After the ruling, Chishti told Geo News:

I plan to contest for a seat on the board, and I am hopeful that we get three, possibly four seats on the board.

The allegations against me have repeatedly been proven false, in defamation and litigation in Pakistan and UK. I don't perceive any reputation risk. It took ‌me ⁠four years to adequately establish that the allegations against me are untrue. That's all that matters.