TRG Pakistan Limited has announced its intent to contest the recent adverse judgment by the Sindh High Court (SHC) that nullified the public offer by Bermuda-based Greentree Holdings Limited, declaring the share transactions unlawful and ordering all tendered shares to be returned to investors.
In a notice to the Pakistan Stock Exchange (PSX), TRG confirmed that the court’s decision in JCM No. 12 of 2025 had effectively blocked the takeover bid, instructing AKD Securities Limited — manager to the offer — to return all shares tendered during the public offer process. The repatriation of shares is currently underway in compliance with the court’s directive.
The judgment stems from findings that approximately 30% of TRG Pakistan’s shares were acquired using the company’s own funds, in violation of Section 86(2) of the Companies Act, 2017. The SHC labeled the transactions as fraudulent and oppressive to minority shareholders, effectively treating the disputed shares as treasury stock and calling for fresh elections to the board of directors.
TRG management, while refraining from detailed comments due to ongoing legal proceedings, confirmed during a recent analyst briefing that it plans to challenge the SHC verdict in the Supreme Court of Pakistan.
Despite the legal headwinds, TRG reported a turnaround in financial performance. For the nine months ended FY25, the company posted a profit of Rs4.3 billion, compared to a substantial loss in the same period last year. The recovery was driven by performance gains from its global subsidiaries, including IBEX and Greentree.
IBEX, TRG’s publicly listed customer experience solutions company, showed 11% year-on-year revenue growth in the third quarter and is projected to close FY25 with revenues between $540–545 million and EBITDA of $70 million. TRG’s stake in IBEX has since been diluted to 13% following a share repurchase programme.
In contrast, Afiniti — another TRG-linked venture specialising in AI-driven enterprise solutions — continues to recover from earlier financial stress. The company underwent a major restructuring in December 2024, leading to Vista Equity Partners acquiring a controlling interest. TRG retains a 13% stake along with board representation. There are currently no immediate plans for Afiniti’s IPO.
TRG clarified that despite the positive earnings momentum, no dividends will be declared, citing limited liquidity at the holding company level and ongoing legal complications. Management reaffirmed its long-term commitment to tech-focused investments, particularly in predictive and generative artificial intelligence, amid evolving legal and operational challenges.
The court’s decision to block Greentree’s acquisition bid and declare nearly a third of TRG’s shares as unlawfully acquired marks one of the most significant corporate governance rulings in recent years and could set new precedents for shareholder rights in Pakistan’s capital markets.
