The long-running battle around TRG Pakistan, its founder Zia Chishti, and offshore shareholder Green Tree Holdings has quietly become one of the most revealing corporate sagas in Pakistan’s capital markets. What began as a success story of a Pakistani-origin entrepreneur building a global outsourcing and tech platform has turned into a test case for corporate governance, minority shareholder rights and the risks of complex offshore structures.
Zia Chishti, a Pakistani-American entrepreneur, founded TRG as a group focused on investing in and building outsourcing and technology businesses. Over time, TRG built stakes in companies like IBEX, listed on Nasdaq, and Afiniti, along with other tech and customer‑management ventures. For Pakistani investors, TRG Pakistan Limited on the PSX became the main window into this global portfolio. Yet, much of the real power and value sat offshore, in a Bermuda company called The Resource Group International (TRGI), which held the operating assets. This layered setup created a natural source of friction: Pakistani minority shareholders on one side, offshore shareholders and original sponsors on the other, all with different levels of visibility and influence over what was really going on.
The breakdown began around 2021, when Chishti’s own reputation came under severe strain. He resigned from his roles after serious sexual misconduct findings in the United States and an arbitration award of several million dollars in damages. He lost a related defamation case in the US and was then hit with tax and loan problems, including a large US tax lien and a significant default on a JS Bank loan in Pakistan. In most markets, this combination of reputational and financial damage would mark the quiet exit of a founder. Instead, it was the starting gun for a multi‑front legal war.
The most dramatic twist came with the emergence of Green Tree Holdings Limited, a Bermuda-based company that quietly became a major shareholder in TRG Pakistan. Over time, Green Tree accumulated close to 30% of the company’s shares, brushing up against levels that would typically demand a public offer to all shareholders. On paper, it looked like a powerful foreign investor building a serious stake. In court, however, a very different picture emerged. The Sindh High Court later found that roughly 80 million dollars of TRG’s own money had been routed through TRGI and then used by Green Tree to buy TRG Pakistan shares. The company’s cash was, in effect, being used to help an affiliated vehicle tighten its grip on voting control.
For minority shareholders, this was the nightmare scenario: their own company’s resources allegedly being deployed to cement the dominance of insiders. The Sindh High Court did not mince words, describing the scheme as fraudulent and oppressive to minority shareholders and linking it to key TRG figures and board nominees. To put it plainly, the court concluded that the capital markets were being gamed, and that the sophisticated offshore structure was a tool not of efficiency, but of control.
The June 2025 judgment of the Sindh High Court was therefore more than just a victory for one group of shareholders over another. By declaring Green Tree’s historic and planned purchases illegal and blocking what it saw as a creeping takeover, the court tore up nearly 30% of TRG Pakistan’s shareholding and sent a message: using company funds, routed through offshore entities, to build a control position would not be tolerated. The decision instantly strengthened the hand of Zia Chishti and the shareholders aligned with him, and dealt a serious blow to Green Tree, TRGI and the then‑management of TRG Pakistan that had backed the Green Tree structure. Unsurprisingly, the losing side took the battle to the Supreme Court.
Layered into all this were other offshore vehicles and related entities often referred to in local discussions as TPLI or TPLP, part of the wider TRG ecosystem. For the average investor, the alphabet soup is confusing. But the essential point is straightforward: a network of related companies across jurisdictions such as Bermuda and Pakistan held and moved funds and shares, and these same entities appeared in disputes over how TRG money was used, how shares were pledged, and how control was exercised. The same web of entities featured in cross‑border enforcement actions, including arbitration awards and pledged shares linked to the JS Bank loan connected to Chishti. Pakistan’s courts, in many ways, were being asked to cut through this web and decide whether the structure served the company and its shareholders, or only the interests of a few.
While the courtroom drama in Karachi was unfolding, another front opened abroad. TRG International pursued Chishti over an arbitration award of more than 9 million dollars linked to what was described as an illegal pledge of TRG Pakistan shares for the JS Bank loan. A US federal court confirmed the award, and TRG International then went to Bermuda to enforce it. In January 2026, the Supreme Court of Bermuda ordered that all TRGI shares held by Chishti be transferred to a court‑appointed receiver and sold, with the money to be used to satisfy the award. The Bermuda court also noted that Chishti had shifted assets in ways that suggested an attempt to frustrate collection, and that some funds had already been clawed back for creditors. At the same time, TRG turned to Pakistani courts to recognise and enforce this foreign award against local assets. Ironically, while Chishti was gaining ground in Pakistan on issues of corporate control, he was under heavy pressure overseas due to his personal financial liabilities.
In Pakistan, the saga ultimately moved to the Supreme Court, which found itself handling not just the Green Tree shareholding dispute but also interconnected defamation cases involving Chishti and the Jahangir Siddiqui Group. By August 2025, the Court had decided that these matters should be heard together, recognising that they were deeply intertwined. Some defamation and criminal proceedings were paused while the bigger questions of corporate structure and shareholder rights were examined. It was an acknowledgement that reputational attacks, legal skirmishes and corporate manoeuvres were all part of the same chess game.
The decisive moment came in May 2026. The Supreme Court dismissed appeals by Green Tree, TRGI and TRG Pakistan against the Sindh High Court’s order cancelling Green Tree’s 30% stake. In doing so, it effectively endorsed the core findings of the lower court: that the Green Tree purchases were unlawful and that the method used was unfair to minority shareholders. The Court went a step further by ordering that Zia Chishti’s legal costs be paid, a symbolic but important nod to the fact that, at least in this chapter of the story, his camp had been vindicated. Commentators rightly described it as a landmark ruling, one that cleared the way for Chishti to again seek influence over TRG Pakistan through proper corporate channels.
The practical consequences of this decision are significant. First, nearly 30% of TRG Pakistan’s shares, previously in Green Tree’s hands, are effectively wiped off as a valid block of influence. That alone reshapes the balance of power at shareholder meetings and on the board. Second, Chishti and investors aligned with him now have a clearer path to reassert themselves, subject to shareholder voting and regulatory oversight. He has already signalled a desire to play a more active role, presenting himself as a defender of shareholder value and better governance. Third, and perhaps most importantly for the wider market, the case places corporate governance and minority rights squarely at the centre of Pakistan’s business conversation. The idea that a company’s own funds could be cycled through offshore vehicles to accumulate its shares is no longer just a clever structuring trick; it is a red flag.
Yet the picture is not one‑sided. While Chishti enjoys a major legal victory in Pakistan, the enforcement actions abroad remain a heavy shadow. The Bermuda order to transfer and sell his TRGI shares means that, even as he regains influence at the Pakistan‑listed company, his economic stake in the offshore parent may be weakened or diluted. The US tax and legal issues, along with the legacy of misconduct findings and loan disputes, make him a controversial figure. For a listed company that already carries complexity and opacity, this founder risk is not a trivial concern.
What does all of this mean for Pakistan’s business community and, in particular, for investors on the PSX? At one level, the courts have provided a measure of comfort: sophisticated offshore setups will not automatically shield corporate manoeuvres from scrutiny, and minority shareholders can, in some cases, find protection when they challenge powerful insiders. At another level, the drawn‑out TRG saga is a warning. It shows how fragile market confidence can be when ownership is scattered across jurisdictions, when related‑party dealings are not transparent, and when personal reputations of key sponsors collide with corporate interests.
TRG Pakistan now stands as both a business and a governance story. Its boardroom battles, upcoming shareholder meetings, disclosures to the market and interactions with regulators such as the SECP and PSX will be watched closely. Investors will be looking not just at earnings or asset valuations in IBEX and Afiniti, but at who truly controls the company and on whose behalf decisions are made. For Pakistan’s capital markets, the real question is whether the lessons from this case are internalised – by sponsors, by boards and by regulators – or whether TRG becomes just another cautionary tale that everyone reads, nods at, and then quietly forgets.
