The cleanest way to understand what happened at TRG Pakistan Limited is to track two parallel operations that were running simultaneously and in direct opposition, each one funded by money that did not belong to the men deploying it, each one designed to give its operator control of a company worth far more than the equity its leaders actually held.

On one side: Mohammed Khaishgi and Hasnain Aslam, TRG Pakistan’s Chairman and CEO, working with Hong Kong fund manager Pinebridge Investments, used approximately two hundred million dollars of TRG Pakistan’s own funds, routed through a Bermuda shell company called Greentree Holdings, to buy thirty percent of TRG Pakistan’s shares. The purpose was to lock out the company’s founder, Zia Chishti, before board elections could give him back the board majority his shareholding entitled him to. A 52-page Sindh High Court ruling in June 2025 found this fraudulent, illegal, and oppressive to minority shareholders. The Supreme Court of Pakistan upheld that finding in May 2026.

On the other side: Chishti, working in alignment with the Jahangir Siddiqui Group, one of Pakistan’s largest financial conglomerates, borrowed several billion rupees from JS Bank using pledged TRG Pakistan shares as collateral, used part of that money to accumulate more TRG Pakistan shares through his wife’s account and through brokerage services provided by JS Group affiliates, defaulted on the loan, transferred assets after an arbitration award was issued against him in a manner a United States federal court found constituted actual intent to defraud, and told a Bermuda court in November 2025 that he planned to repay over twenty-five million dollars in outstanding liabilities by taking over TRG Pakistan and having the company indemnify his legal fees retroactively.

Thirteen thousand retail shareholders on the Pakistan Stock Exchange held their TRG Pakistan shares through all of it, watching the company that had managed two billion dollars in assets report a loss after tax of one hundred and ten million dollars for the year ending June 2024.

The Company Before the War

TRG Pakistan was incorporated in December 2002 and listed on the Karachi Stock Exchange in July 2003 at ten rupees per share. Zia Chishti had built back-office operations in Lahore for Align Technology, the company he co-founded that produces Invisalign dental aligners. After leaving Align, those operations became TRG’s foundation. Chishti recruited Mohammed Khaishgi, a Rhodes Scholar, and Hasnain Aslam, a Harvard graduate who had handled over a hundred billion dollars in M&A transactions at JPMorgan before joining TRG. All three described themselves as co-equal founders. The dispute over who brought what to the founding, which later became one front of their litigation, does not alter what they built together.

The company raised sixty million of its hundred million dollar initial capital from Pakistani retail investors. By 2016, TRG’s firms employed fifteen thousand people worldwide, four thousand in Pakistan. In 2005 Chishti seeded Afiniti, an AI call-centre optimization platform, from inside TRG’s structure. He devoted himself to it full-time from 2016, leaving Khaishgi and Aslam to manage the other portfolio companies. Under their management, those companies performed. IBEX, TRG’s customer-management subsidiary, listed on NASDAQ in 2020 and outperformed sector peers even as AI-driven automation threatened the outsourcing industry’s fundamentals. In 2021, TRG sold e-Telequote to a large American financial services firm. Those two exits generated five hundred million dollars in returns on fifty million deployed.

Afiniti produced nothing. Chishti had put fifty million of TRG’s capital into it and raised five hundred million dollars in outside debt for the company, which he ran as full-time CEO and chairman and marketed aggressively as a global AI technology leader. Its advisory board included David Cameron, the former British Prime Minister, as chairman, and Ali Jahangir Siddiqui, founder of JS Bank and former Pakistani Ambassador to the United States, as a consultant paid five hundred thousand dollars annually. By 2021, Afiniti’s debt was unserviceable as rates rose and valuations contracted. The fifty million dollars of TRG capital deployed produced no cash return for TRG Pakistan’s shareholders.

November 2021: The Resignation and What Was in Play

On November 10, 2021, Tatiana Spottiswoode, a former Afiniti employee, testified before a United States Congressional subcommittee and disclosed a multi-million dollar arbitration award against Chishti for sexual harassment, assault, and battery. Her testimony contributed directly to the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, signed into law in 2022. Chishti resigned as CEO of Afiniti on November 19 and stepped down from TRG Pakistan’s board in January 2022. When he sued Spottiswoode for defamation in the United States, he lost; Congress published the arbitration award’s previously private contents on its official website. His libel case against The Telegraph in England ended in May 2025 with an apology and damages paid to him, after a court found the newspaper’s coverage was not balanced and carried defamatory factual imputation. The arbitration award remains on the US Congress website and was not adjudicated by any English or Pakistani court.

What Chishti’s departure left behind, in immediate corporate terms, was a listed company whose founding shareholder held twenty percent of the outstanding shares, whose board would be up for re-election in January 2022, and whose operating structure held, through TRG International in Bermuda, stakes in a NASDAQ-listed company and a residual interest in Afiniti. The cash and IBEX shares TRG International had distributed to its other shareholders from asset sales constituted real, liquid value. The question was what would happen to TRG Pakistan’s portion of that distribution and who would control the company that held it.

At the January 2022 elections, Chishti contested a seat and had the votes to win one. He gave his proxy to Pinebridge Investments instead. Why he did this has not been explained in the public record. The new board, with Khaishgi as Chairman, Aslam as CEO, and Pinebridge nominees John Leone and Patrick McGinnis as directors, took office on January 14, 2022, for a three-year term expiring January 14, 2025. The Greentree scheme had already begun.

How the Board Funded Its Own Power

At a December 2021 board meeting, before the January elections formally settled the composition, Asad Nasir was the only one of ten directors to vote against the transactions later identified as the genesis of the fraud. He filed a formal complaint with the SECP naming the breach: the company’s own liquid assets were being used to secure control, with insider trading concerns in the share purchases. A second director, unnamed in public disclosures but reported in The News International, resigned from both TRG Pakistan and TRG International boards and wrote a letter stating that he had voted based on information provided to him but now believed certain details had been withheld. He recommended the money be returned to TRG Pakistan and said he was resigning to distance himself from any allegation of illegal activity.

Nine of ten directors voted for the transactions. Two of those nine found reasons to distance themselves from what they had voted for. The other seven continued.

The mechanism was a circuit. TRG Pakistan held approximately 69 percent of TRG International Limited, the Bermuda holding company that owned the actual operating stakes. TRG Pakistan transferred approximately two hundred million dollars to TRG International. TRG International passed the funds to Greentree Holdings Limited, a Bermuda shell company incorporated as TRG International’s wholly owned subsidiary and secretly controlled by Khaishgi, Aslam, Leone, and McGinnis. Greentree used the money to buy shares in TRG Pakistan. The four directors, who between them held less than one percent of TRG Pakistan’s outstanding shares, now controlled an entity that owned thirty percent of those shares, paid for entirely with the company’s own capital.

Section 86(2) of Pakistan’s Companies Act 2017 prohibits a public company from providing financial assistance, directly or indirectly, for the purchase of its own shares. The prohibition closes the obvious loophole of a board using corporate funds to buy the shares needed to re-elect itself.

The SECP identified the violation. In 2022, the commission ruled the conduct illegal under Section 86 and issued a show cause notice to TRG Pakistan. TRG Pakistan filed Suit 1589/2022 before the Sindh High Court and obtained a stay that halted enforcement. The regulator did not appeal. For three years, while Greentree accumulated shares and the board withheld elections, the commission brought no second enforcement action, referred no matter for prosecution, and issued no public statement on its regulatory position. The same court that would, in June 2025, call this fraud was, in 2022, the instrument that allowed its continuation.

Chishti’s Counter-Move and Who Financed It

After the January 2022 elections removed him from the board, Chishti spent the next three years acquiring the shareholding he would need to win the next elections outright. He did not use his own capital. He borrowed.

In 2022, Chishti received over sixty million dollars in cash and NASDAQ-listed IBEX shares from TRG International through a partial redemption of his stake. A Bermuda court order in September 2025 traced how most of those assets were transferred to his wife, Sarah Pobereskin, and used for purchasing TRG Pakistan shares and for funding a business competing with Afiniti. He also secured a loan from JS Bank of roughly Rs 2.5 billion, pledging his TRG Pakistan shares as collateral, and used part of the proceeds for further share accumulation.

The JS Group is not a passive lender in Pakistani corporate terms. Ali Jahangir Siddiqui, co-chairman of JS Group and the founder of JS Bank, had been on Afiniti’s advisory board and was paid five hundred thousand dollars annually as an Afiniti consultant, a position Chishti arranged after securing the JS Bank loan. TRG Pakistan’s court filings alleged that Siddiqui and his associates were among the most frequent users of Afiniti’s corporate jet, which Chishti had personally approved for purchase and which, by those same filings, was used extensively by the Siddiqui family, friends, and JS Group employees.

TRG Pakistan filed Suit 1589/2022 alleging that JS Group entities, acting in concert with Chishti, were engaged in an undisclosed silent takeover through multiple affiliated vehicles including JS Global Capital and Chishti’s wife’s accounts. In December 2025, a Karachi civil court dismissed the suit in its entirety, finding it was barred by law and that TRG Pakistan had failed to demonstrate any legal character or proprietary right entitling it to the declaratory relief it sought. The JS Group won that case.

What TRG management’s filings suggest, and what TRG management would dispute, is that the battle for TRG Pakistan was never simply between a wronged founder and an entrenched board. It was a contest for control of an offshore asset base whose eventual liquidity, whenever TRG International fully monetizes its IBEX stake and whatever remains of Afiniti, would run into hundreds of millions of dollars. Chishti wanted control over TRG International’s disposition of those assets. The JS Group, as market analysts quoted in the public record noted, appeared to share that interest. Khaishgi and Aslam wanted control for reasons the Sindh High Court found were served by using the company’s own money to buy it. The thirteen thousand retail shareholders are what you find when you look for the party whose interests none of the three sides were primarily serving.

The Loans, the Default, the Debt Map

By January 2025, Chishti’s financial position had deteriorated across three jurisdictions in ways that are now publicly documented.

The Rs 2.5 billion JS Bank loan went into default. JS Bank declared it in default in its court filings and has attempted to seize the pledged TRG Pakistan shares, prevented by Sindh High Court stay orders TRG Pakistan obtained in 2023 on the grounds that the pledge was itself illegal under the co-founder agreements. The Sindh High Court also restrained Chishti and his wife from transferring, selling, or creating any third-party interest in their TRG Pakistan shares as of February 12, 2025.

A US arbitration initiated by TRG International found in January 2025 that Chishti had breached his contractual obligations by making the pledge. The arbitrator ordered him to remove it. On April 22, 2025, the same arbitrator issued a damages award requiring payment of $9.1 million to TRG International. The US District Court for the Southern District of New York confirmed the award on June 18, 2025. Chishti did not pay.

In January 2026, the Southern District of New York found that after the arbitration award was issued, Chishti had transferred assets with the actual intent to defraud TRG International. The recipient of those transfers subsequently paid $1.2 million to Chishti’s creditors. Of the $9.05 million total, approximately $8.4 million remained unpaid as of court filings in March and April 2026 in Case No. 1:25-cv-01021-JSR in New York.

The Bermuda Supreme Court recognized the arbitration award on July 4, 2025, dismissed Chishti’s objections on October 24, 2025, and on January 19, 2026 ordered the transfer of all shares Chishti held in TRG International to a court-appointed receiver for sale, proceeds to be applied toward the outstanding award. TRG International has simultaneously been pursuing enforcement in the Sindh High Court, where proceedings initiated on May 3, 2025 were reserved for judgment on November 3, 2025.

The US Internal Revenue Service filed a tax levy of over ten million dollars against Chishti for unpaid taxes linked to his 2022 TRG International share redemption. In a sworn Bermuda court statement in July 2023, Chishti acknowledged spending one million dollars per month on legal fees while the IRS lien was unresolved. In a US enforcement hearing in 2025, his stated plan for repaying over twenty-five million dollars in non-tax liabilities was to take over TRG Pakistan and TRG International and have the companies indemnify his legal expenses retroactively.

He would pay his debts by winning control of the company, then having that company pay him back. The Bermuda court’s January 2026 receivership order over his TRG International shares disrupted the arithmetic of that plan considerably.

The Second Phase and the Court That Stopped It

With elections due January 14, 2025, Khaishgi, Aslam, Leone, and McGinnis moved to complete what the first phase had started. In January 2025, with elections due that same month, Greentree launched a public tender offer managed by AKD Securities Limited to acquire 35.14 percent more of TRG Pakistan’s voting shares at seventy-five rupees per share. Had it succeeded, the four directors would have controlled over sixty-five percent of the company through Greentree. The funding structure was identical to the first phase: TRG Pakistan’s capital routed offshore through TRG International to Greentree, returned as share purchases through a Special Convertible Rupee Account. No foreign exchange was entering Pakistan. The funds would repatriate to Bermuda when Greentree sold. Legal experts estimated the structure evaded thirty million dollars in taxes.

AKD Securities’ initial public disclosure stated acquired shares would be transferred back to TRG Pakistan, making the transaction an explicit wash trade. After legal challenge, Greentree issued a corrigendum on May 15, 2025, calling the transfer statement a drafting error.

The board simultaneously moved against the elections on four fronts. Greentree filed before the Sindh High Court to delay until the tender completed. Two shareholders filed before a Senior Civil Judge in Lahore. A Civil Judge First Class in Islamabad issued an ad-interim injunction on February 11, 2025. A court in Kamalia, a Punjab district with no connection to a Karachi holding company, was also part of the coordinated litigation Chishti’s Supreme Court submissions described as proxy plaintiff actions. The Islamabad High Court refused to lift its stay. Brokerage clients who had accumulated on the tender premium watched shares fall twenty percent below the offer price as the market priced in failure.

Fourteen senior counsel, including Makhdoom Ali Khan, Abid Zuberi, Munir Malik, and Mustafa Ramday, appeared in the Supreme Court proceedings for the board. The forty million dollars in legal fees on TRG Pakistan’s balance sheet paid for all of them.

The 52-Page Ruling

On June 20, 2025, the Sindh High Court issued its 52-page ruling in JCM 12 of 2025. It found the affairs of TRG Pakistan were being conducted in an unlawful and fraudulent manner and in a manner oppressive to members, within Section 286 of the Companies Act. Greentree’s thirty percent stake was cancelled. The tender offer was blocked. AKD Securities was directed to return all tendered shares. Board elections were ordered immediately, the court noting they had been illegally withheld since January 14, 2025. The entire scheme had been fraudulently conducted by Khaishgi, Aslam, Leone, and McGinnis in an attempt to gain illegal voting control, the court found, making the board liable for the harm caused.

TRG Pakistan’s share price fell eight percent on the day. The tender premium was gone. Shares settled near fifty-nine rupees, the market’s unassisted judgment of the company’s worth.

The Supreme Court bench of Justice Naeem Akhter Afghan, Justice Muhammad Shafi Siddiqui, and Justice Miangul Hassan Aurangzeb reserved judgment on February 3, 2026 and dismissed all appeals on May 12, 2026, simultaneously ordering the appellants to pay Chishti’s legal costs in the millions of dollars. TRG Pakistan shares hit the upper lock at sixty-seven rupees and ten paise on 4.2 million shares before a PSX halt was triggered. The thirteen thousand shareholders saw a single-session gain that reflected the removal of the entrenchment discount, not a recovery of the value the company lost over four years of the conduct both courts found fraudulent.

TRG International’s Wall

TRG International issued a press release after the ruling warning that any renewed Chishti association posed serious reputational, governance, commercial, and stakeholder risks. It described the cancellation of Greentree’s shares as the nullification of a ninety-million-dollar foreign investment, declining to characterize it as the cancellation of a scheme funded by the listed company’s own capital. It pointed to the Bermuda receivership over Chishti’s TRG International shares as a structural protection. It stated that TRG Pakistan holds only a non-controlling interest in TRG International and that the company had implemented multiple layers of governance protections irrespective of what happened at the TRG Pakistan level.

That non-controlling interest is the structural fact that the Pakistani court victories do not change. The IBEX stake and the Afiniti residual live inside TRG International, a Bermuda company. Khaishgi and Aslam control TRG International’s board. The Pakistani courts that spent two years on TRG Pakistan governance do not have direct jurisdiction over TRG International. Winning every seat on TRG Pakistan’s board gives the new board a minority position in the Bermuda entity where the actual value is held.

Chishti’s TRG International shares, now with a receiver in Bermuda, will be sold to satisfy the arbitration award. The buyer of that stake will have views about TRG International governance that no Pakistani court has been asked to consider. If the JS Group or any entity connected to it acquires that stake, the contest for TRG International’s governance will shift in ways the current litigation does not resolve.

What the Company Looks Like Now

TRG Pakistan reported a loss after tax of Rs. 32.213 billion, approximately one hundred and ten million dollars, for the year ending June 30, 2024. Total assets were Rs. 40.582 billion. The company that generated two billion dollars in assets and returned five hundred million dollars in two exits now reports this.

The FY2025 accounts, published in October 2025 without an AGM notice, disclosed that cancellation of Greentree’s shares as ordered would reduce TRG Pakistan’s equity by Rs. 9.2 billion, roughly thirty-one million dollars: the value of an investment made with the company’s own money, found illegal, that produced nothing. Management had not conducted the mandatory annual evaluation of its board, its members, or its committees. Four years of defending the Greentree structure produced neither the control the board sought nor the governance standards the structure was supposed to serve.

TRG’s Pakistan-based call-center operations, which employed ten thousand at their height, stood at eight thousand in September 2025, with new hiring shifting to India, per Chishti’s account to the Express Tribune. Afiniti’s workforce contracted from 1,700 to 600 under senior lender control following the 2024 restructuring. Khaishgi and Aslam pointed to IBEX’s NASDAQ outperformance. IBEX’s performance is documented and real. It exists inside TRG International, not TRG Pakistan, and its benefits to TRG Pakistan’s shareholders flow, when they flow, through TRG Pakistan’s non-controlling minority stake in the Bermuda holding company.

The SECP

In 2020, the SECP requested the PSX raise an insider trading inquiry. In 2022, it found the Greentree purchases illegal under Section 86 and issued a show cause notice, which a court stay halted. In May 2025, it issued guidance allowing tendered shareholders to reclaim shares pending litigation. After two court rulings confirmed fraud against minority shareholders, the SECP has not brought enforcement proceedings, referred any director for prosecution, or made a public announcement on the recoverability of the forty million dollars in legal fees, ten million in emoluments, and eighty million in first-phase Greentree purchases that left TRG Pakistan’s balance sheet in the hands of directors two courts have now found liable.

Section 286 of the Companies Act allows for compensation orders. The powers exist. The standard of proof, having been met by a private plaintiff through two courts including the Supreme Court, is not in dispute. What has not materialized is any indication that the commission will use those powers.

Pakistan’s capital markets regulation has a documented problem that this case makes concrete: the regulator can identify violations, issue notices, and then be stalled indefinitely by a listed company whose retained counsel can obtain injunctions in multiple fora faster than the regulator can move. The SECP ruled in 2022. A private litigant, at personal financial risk across four years, is what forced the confirmation. The regulator watched the confirmation arrive and has not moved.

What Remains Open

The courts have ruled on what Khaishgi, Aslam, Leone, and McGinnis did. They have not ruled on what is owed to the thirteen thousand shareholders who held TRG Pakistan’s equity while it was being done, and they have not answered whether anyone will compel the board to pay.

Chishti has won the right to contest board seats on a company whose operating assets he cannot control through that board, whose most significant subsidiary is governed from Bermuda under a board his opponents still control, and whose minority stake in that subsidiary reflects a non-controlling interest the Pakistani courts just spent two years litigating without jurisdiction over the entity that matters most. His TRG International shares, the ones that would have given him leverage in Bermuda, are being sold to pay a nine-million-dollar debt.

The Bermuda receiver will sell Chishti’s stake in TRG International. Whoever buys it will determine the next phase of this contest, in a jurisdiction where neither the Pakistani courts nor the JS Group’s December 2025 legal victory has any operational effect.

The question the courts did not answer: of the value extracted from TRG Pakistan between 2021 and 2025, how much is recoverable, for whom, and by whose hand?

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