More than three years after TRG Pakistan Ltd accused Jahangir Siddiqui & Co. Ltd (JSCL) and the company’s own ousted founder, Zia Chishti, of mounting an unlawful hostile takeover, that case has been thrown out at the very first hurdle.
In a notice to the Pakistan Stock Exchange (PSX) dated 4 December 2025, JSCL disclosed that the VIth Senior Civil Judge, Karachi (South), has rejected in its entirety Suit No. 1696/2025 – previously High Court Suit No. 1589 of 2022 – titled TRG Pakistan Ltd & Others vs. Jahangir Siddiqui & Co. Ltd. & Others.
According to the JSCL filing, the judge dismissed the plaint under Order VII Rule 11 of the Code of Civil Procedure, 1908, holding that the suit was “barred by law” and that TRG Pakistan, as plaintiff, had failed to demonstrate any “legal character or proprietary right” that would entitle it to the declaratory relief it was seeking.
The court also observed that the allegations levelled by TRG were unsupported by “legally cognisable material” and did not meet the statutory prerequisites for the orders requested. Crucially, the order records that no adverse findings or directions were issued against any of the defendants, including JSCL, its subsidiaries or any officer – collectively described as the “JS Group”.
JSCL’s letter reminds investors that the case originated as High Court Suit No. 1589 of 2022 and was later transferred to the civil court, where it was renumbered as Suit No. 1696/2025. In effect, what began life as a headline‑grabbing allegation of securities‑law violations has ended, for now, on procedural grounds rather than after a full trial of evidence.
JS Group has seized on the decision as vindication. In the two‑page notice, the group reiterates that it has “consistently maintained” TRG’s accusations were “baseless, frivolous and mala fide”, and says the judicial determination has “fully vindicated” its stance.
The order of a Senior Civil Judge is appealable, and TRG Pakistan could still challenge the rejection at a higher forum. The JSCL filing, however, makes no mention of any such move, and as things stand one of the most prominent chapters in the TRG–JS–Chishti saga has been closed by the courts.
What TRG had alleged in 2022
To understand the significance of the dismissal, it is worth revisiting what TRG Pakistan was alleging when it went to court in October 2022.
In a PSX “Material Information” notice dated 25 October 2022, TRG disclosed that it had filed Suit No. 1589 of 2022 before the Sindh High Court at Karachi. The defendants were described as “various companies belonging to the JS Group, Mr Muhammad Ziaullah Khan Chishti and his spouse, and various other companies and individuals whom the Company believes are acting in concert.”
TRG told the exchange it believed these parties had violated the Securities Act, 2015 by acquiring more than 30% of TRG’s shareholding without making a mandatory public tender offer as required under regulations governing such transactions.
The notice also highlighted that the Sindh High Court had already granted an interim order on 19 October 2022, restraining the defendants from “taking the benefit or acting in pursuance of the voting shares held by them in excess of 30%” pending further hearing of the suit.
In other words, TRG’s position was that a bloc of shareholders aligned with JS Group and its former CEO had quietly crossed the key 30% control threshold set out in regulations governing takeovers, without triggering the investor protections built into the law – most notably the obligation to make a public offer to other shareholders.
The media quickly framed this as a classic hostile takeover battle. One report summarised TRG’s case as an effort to fend off an “alleged hostile takeover bid of JS Group”, launched after the group amassed a substantial position in the stock. A detailed feature in Narratives magazine later described TRG’s lawsuit as alleging that Chishti and JS Group had “surreptitiously” accumulated around 34% of the company without making the required disclosures, thereby breaching the Securities Act and takeover rules.
JSCL responded within 48 hours. In its own PSX communication dated 27 October 2022, the group “vehemently denied” all allegations, calling TRG’s suit “concocted, baseless and [a] defamatory distortion of facts” and reserving its right to sue the plaintiffs for what it described as “unsubstantiated, frivolous and farcical allegations”.
Alongside the litigation, JS Infocom Ltd – one of the JS entities – filed a separate disclosure under section 110(3) of the Securities Act. That filing, forwarded to PSX by TRG on 8 September 2022, stated that JS Infocom and related parties acting in concert held about 69.55 million TRG shares, or 12.75% of the company, and identified JSCL, JS Bank, JS Infocom, Energy Infrastructure Holding, a JS Bank gratuity fund and key JS executives as members of that concert party. It also noted that JS nominees Suleman Lalani and Asad Nasir sat on TRG’s board.
TRG’s lawsuit went further, arguing that other investors and individuals – including Chishti and his wife – should be treated as part of the same “acting in concert” group, pushing the effective control stake past 30%. JS Group has always disputed that characterisation. The Karachi civil court has now said, in essence, that even if TRG’s narrative is taken at face value, the suit could not proceed in its present form.
The scandal that toppled TRG’s founder
The hostile‑takeover narrative cannot be separated from the dramatic circumstances under which Zia Chishti lost his grip on TRG Pakistan in the first place.
In November 2021, a former employee of Afiniti – a TRG‑linked AI call‑routing company also founded and led by Chishti – testified before a subcommittee of the US House Judiciary Committee. She described a pattern of alleged sexual harassment and assault by Chishti and told lawmakers that an independent arbitrator in the United States had already ruled in her favour, awarding her significant damages. (Enews)
The testimony, widely reported in the international press, triggered immediate reputational damage. Afiniti announced that Chishti had stepped down as chairman, CEO and director with effect from 18 November 2021.
Shortly afterwards, the boards of TRG Pakistan Ltd and The Resource Group International Ltd (TRGI) – the Bermuda‑based holding company through which TRG’s global portfolio is controlled – issued a statement confirming that Chishti had resigned from all his roles at TRG and its affiliates. According to that statement, he left his positions as CEO and director of TRG Pakistan and as chairman and director of TRGI “with immediate effect”.
Pakistani coverage at the time portrayed the move as a forced exit by a board anxious to contain the damage. Business Recorder, in a later overview of the “TRG saga”, noted that the company was “first rocked” in November 2021 by the disclosure of the arbitration award and the congressional testimony, and that what began as a reputational crisis soon evolved into an extended battle for control of TRG Pakistan.
It is important to stress that Chishti continues to contest aspects of the allegations. In March 2025, for example, The Telegraph in the UK issued a prominent apology and agreed to pay substantial damages after Chishti sued over its coverage of the congressional testimony; the newspaper withdrew its defence of truth and acknowledged that its reporting had created an unfair impression. The arbitration award and congressional record, however, remain part of the public‑domain backdrop to his departure.
What is not in dispute is the corporate outcome: by late 2021, Chishti was out of his executive roles. His final remaining lever was his substantial shareholding – and even that soon became the subject of litigation.
Losing the board – and plotting a return with JS
Formal control was prised from Chishti’s hands in January 2022. On 11 January, TRG Pakistan held an Extraordinary General Meeting to elect a new board for a three‑year term. A PSX filing following the meeting listed a nine‑member slate that did not include the company’s founder.
This was a decisive shift. Mettis Global reported that Khaldoon Bin Latif of Faysal Asset Management secured the highest number of votes, with TRG executives Hasnain Aslam and others also elected, while four nominees linked to JS Group – Zafar Iqbal Sobani, Abid Hussain, Asad Nasir and Suleman Lalani – joined the board as directors. The report noted bluntly that “individuals from JS Group won majority in the election” and that “Mr Zia Chishti … has not been elected as the director of TRG Pakistan.”
From that point, the company’s governance rested with a board dominated by Chishti’s former partners and institutional investors, with JS Group sitting inside the boardroom rather than outside it. Chishti retained a large block of shares but no formal role.
He did not stay quiet.
Chishti began rebuilding his position almost immediately, aligning himself closely with a “major brokerage firm” – a clear reference to JS Group – that had already accumulated a significant stake in TRG. Business Recorder’s later reporting on related proceedings in Bermuda similarly describes how Chishti transferred tens of millions of dollars to family members, including $25 million to his wife in 2023 to buy TRG Pakistan shares as part of what the court characterised as a joint plan to take over the company, and another tranche to his mother to fund share purchases intended to influence board elections.
Around the same time, JS‑linked entities were increasing their own exposure. The September 2022 disclosure by JS Infocom and persons “acting in concert” openly declared a 12.75% holding, set out the holdings of JSCL, JS Bank and related funds, and formally acknowledged that Lalani and Nasir represented the group on TRG’s board.
By late 2022, then, the share register and the boardroom told a simple story: a disgruntled founder, flushed with cash from earlier international transactions but facing growing personal liabilities, was edging back into his old company’s stock alongside one of Pakistan’s most powerful investment houses, which already had nominees on the board. TRG’s current leadership saw this as nothing less than a coordinated attempt to wrest control.
The October 2022 lawsuit against JS Group and Chishti was management’s legal response to that perceived threat. In their suit, TRG and its top executives argued that JS Group companies, Chishti, his spouse and others were “acting in concert” to surreptitiously build a de facto controlling block of around one‑third of the company, while sidestepping the takeover code.
At the same time, Chishti was pursuing his own political‑shareholder strategy. In September 2023, he invoked his rights as TRG’s largest individual shareholder to requisition an Extraordinary General Meeting aimed at removing “essentially all” members of the board, accusing management of mismanagement, regulatory breaches and poor performance. TRG rejected his allegations and defended its record; the confrontation further polarised the shareholder base.
Internationally, too, the conflict spilled over. TRG International and Afiniti pursued arbitrations and court cases alleging that Chishti had pledged TRG Pakistan shares in breach of earlier agreements, while the US Internal Revenue Service and Bermudian courts scrutinised his tax affairs and asset transfers. Chishti, for his part, launched defamation cases in Pakistan and abroad, some of which – such as the action against The Telegraph – have gone his way.
Against that background, the TRG‑versus‑JS‑versus‑Chishti suit in Karachi came to be seen as the domestic legal front of a cross‑border war for corporate control. Its abrupt dismissal therefore carries symbolic weight well beyond its immediate legal effect.
A hostile bid still looking for a victory
Does the court’s rejection of TRG’s suit mean that JS Group and Chishti have “won” the fight for TRG Pakistan? The reality is more complicated.
On the one hand, the dismissal is unquestionably a win for JS Group. TRG’s most direct legal attack on JS and on the alleged concert party around Chishti has not merely failed; it has been rejected at the threshold as not maintainable in law, with the judge expressly recording that there is no adverse finding against JS, its subsidiaries or any of its officers.
Coming after JSCL’s loud denunciations of the suit in 2022 as concocted and defamatory, the ruling strengthens the group’s argument that it has been unfairly cast as a villain for what it portrays as legitimate investment activity within the confines of Pakistan’s takeover code.
For Chishti, the picture is more mixed.
He remains out of TRG Pakistan’s boardroom, which is still controlled by a coalition centred on his former co‑founders and institutional investors. The Supreme Court’s status‑quo order in mid‑2025, which paused a Sindh High Court ruling that had sought to void Greentree Holdings’ nearly 30% stake and force new elections, has – at least temporarily – preserved the existing board rather than ushering in a new line‑up that might favour him.
Multiple Pakistani courts have also restricted his ability to freely deal with his TRG shares. Earlier this year the Sindh High Court restrained Chishti and his wife from selling or transferring their holdings while various shareholder suits seeking to delay board elections are heard. Abroad, he faces a freezing order from the Supreme Court of Bermuda and tax proceedings in the United States, both of which, according to court filings cited by Business Recorder, are partly intertwined with the financing of his TRG‑related manoeuvres.
At the same time, TRG’s current management has suffered its own setbacks. The Sindh High Court’s June 2025 judgment in the Greentree Holdings case – though now effectively on hold – was scathing about the company’s conduct and questioned the legality of a major share buy‑back and tender offer structure used by an affiliate to repatriate value to Pakistani shareholders. That ruling, followed by a barrage of litigation in Islamabad and Lahore, has left governance at TRG under a cloud and delayed further capital returns.
From a narrow takeover‑battle perspective, however, the scoreboard is clear: despite years of legal salvos and share‑market skirmishes, Zia Chishti has not yet succeeded in regaining control of the company he founded.
In that context, the collapse of TRG’s own 2022 suit against JS Group looks less like a decisive turning point and more like another twist in a still‑unresolved saga.
For minority shareholders and market observers, the bigger worry is not which faction ultimately prevails, but the way the entire affair has turned a once‑glamorous tech‑sector champion into a case study in governance dysfunction. The PSX notices, court orders and media investigations over the last four years read less like the history of a single company and more like a running commentary on Pakistan’s evolving corporate‑law architecture.
The latest Karachi ruling removes one major piece from the chessboard. JS Group can now say, with some justification, that a court has examined TRG’s hostile‑takeover accusations and refused even to entertain them. Chishti, for his part, gains indirect comfort from seeing his alleged co‑conspirators cleared in this forum.
But the basic reality remains unchanged: TRG Pakistan is still controlled by the board that removed him, its international affiliates remain at arm’s length, and the founder who built the group now fights for leverage in the same courtrooms and regulator offices where his successors are trying to fend him off.
In other words, the hostile takeover bid that began soon after Zia Chishti lost his board seat is still a campaign, not a conquest – and the latest judgment, while a setback for TRG’s legal strategy, has not yet delivered him the victory he has been chasing.
