ISLAMABAD: M/s Jomaih Holding Co has stated that assertions made by KE Holdings Limited (KEH) cannot be relied upon and must be viewed as part of a coordinated effort by Sage and Sheharyar Chishty to interfere in the governance and management of K-Electric. According to the company, Mr. Chishty’s objective is to create leverage for himself while simultaneously marketing a purported sale of the same shares—an act which, it says, constitutes a further breach of the Shareholders Agreement (SHA) governing KES Power Ltd (KESP).
Responding to KEH’s letter dated 21 November 2025—issued by KE Holdings Limited (formerly IGCF SPV 21 Limited) and signed by Casey McDonald as “sole director”—the Chairman of Al-Jomaih Group noted that although the letter was formally addressed to the Board of Directors, it was sent to the Chairman of K-Electric at his Alvarez & Marsal email address, rather than in his capacity as Chairman of K-Electric. This, Al-Jomaih observed, is notable given the multiple roles the Chairman occupies across entities reportedly owned or controlled by Shaheryar Chishty.
The letter was also copied to the Securities and Exchange Commission of Pakistan (SECP) and the Pakistan Stock Exchange (PSX). Al-Jomaih stated that, given this circulation, it was necessary to correct the record for all recipients. More concerning, it added, was that the letter appeared on social media simultaneously—seemingly intended to negatively affect K-Electric’s operations, share price, and public perception.
Al-Jomaih Power (AJP) and Denham have been long-standing shareholders of K-Electric through KESP, having acquired their majority interest from the Government of Pakistan in 2005. They introduced an equal partner into KESP in 2008, who contributed significant capital and management expertise. Over the past 20 years, AJP and Denham claim to have invested hundreds of millions of dollars into K-Electric and facilitated similar investments from partners whose controlling interests were later acquired by Mr. Chishty under circumstances they describe as questionable. Legal challenges to that acquisition are ongoing in the Cayman Islands, the UK, and Pakistan.
As long-term investors, AJP and Denham say they remain committed to K-Electric and to Karachi’s consumers, having deployed capital patiently without receiving dividends. They have remained active on the Board and claim to have consistently supported operational improvements. They argue that KEH’s claims do not meet any reasonable standard of legality, legitimacy, or benefit to the utility. They further emphasize that SPV21/KEH holds no greater shareholder rights than AJP and Denham and that Mr. McDonald does not speak for any of them.
AJP and Denham also defended K-Electric’s senior management, stating that the team has decades of experience and continued to perform effectively despite the dispute between Sage, Mr. Chishty, and KESP shareholders. They described KEH’s accusations of “rogue management” and lost confidence as baseless and defamatory, asserting that K-Electric’s share price reflects continued market confidence.
AJP and Denham argued that KEH’s letter—particularly given its circulation to the PSX—was designed to destabilize the company. They noted that Mr. McDonald has never been a director of K-Electric or KESP and therefore lacks direct knowledge of the issues he raises. The letter, they added, failed to specify which Board instructions were allegedly ignored, by whom, and why.
Technical examination of the letter also raised concerns. According to Al-Jomaih, metadata from the electronic document shows it was authored under Mr. Chishty’s Microsoft 365 profile, not Mr. McDonald’s—raising doubts about authorship, independence, and the claim of sole directorship.
Al-Jomaih noted that KEH’s accusations of obstruction are hypocritical given that AJP and Denham obtained an injunction from the Sindh High Court in October 2022 after learning that Sage and Mr. Chishty were attempting to acquire control of K-Electric in violation of the KESP shareholders’ agreement. That injunction remains in place while related proceedings continue in the Cayman Islands. The Cayman court has already found that there is a serious issue to be tried regarding whether KEH breached the SHA by assisting Sage and Mr. Chishty.
In addition to the Sindh High Court’s injunction, the SECP has issued an order preventing changes to the K-Electric Board due to inadequate disclosure of shareholding changes. Al-Jomaih stated that KEH has still not provided complete information about its ultimate beneficial owners.
The company further pointed to a letter dated 13 November 2025 from Mashreq Bank (UAE), stating it holds a 28.94% economic interest in KEH and that no single “composite voice” represents SPV21/KEH—contradicting KEH’s claims of unified shareholder positions.
AJP and Denham highlighted major inconsistencies in Mr. Chishty’s statements. On 11 October 2025, he publicly announced that “all our shares” in KESP’s 53.8% stake were being sold to a Saudi national under an MoU. Yet, in the November 21 letter, KEH claims to be acting as a committed long-term shareholder concerned about K-Electric’s future.
Al-Jomaih noted that, according to disclosures to the PSX and court filings, Mr. Chishty does not personally own shares in KESP and therefore has no authority to sell the stake—making his public statements contradictory and misleading.
In a letter issued on behalf of Al-Jomaih Power Ltd (AJP) and Denham Investment Ltd, the Chairman of the Al-Jomaih Group concluded that SPV21/KEH’s assertions “cannot be relied upon and should be seen for what they are: part of a coordinated effort by Sage and Mr. Chishty to interfere with the governance and management of K-Electric, to create leverage for himself while simultaneously marketing a purported sale of the same shares—again in breach of the SHA governing KESP.”
