ISLAMABAD: KE Holdings, Cayman Islands — the majority shareholder of KES Power, Mauritius, and K-Electric Pakistan — has sought urgent elections to the K-Electric (KE) Board, whose term expired in July 2025.
In a letter addressed to the CEO of KE, the Chairman of SECP, and the CEO of the Pakistan Stock Exchange, Casey McDonald, Sole Director of KE Holdings Limited (formerly IGCF SPV 21 Limited), stated that KEH is the majority shareholder, holding 53.8 percent of KES Power Limited (KESP), which owns 66.4 percent of KE. This makes KEH the largest indirect shareholder of K-Electric with a 35.7 percent ownership stake.
McDonald wrote that the letter aims to highlight “deep concerns” over the conduct of KE’s senior management in recent months on several significant matters impacting the company’s performance and future prospects. According to the letter, this conduct includes the leaking of sensitive company information to the media and misreporting of developments regarding recent KE board meetings and shareholder motivations.
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Given KE’s pivotal role in the national economy and its impact on millions of Karachi residents, KEH stated it felt “compelled to raise these issues before matters deteriorate further.”
The letter alleges that KE’s senior management has lost the confidence and trust of key stakeholders, including the Government of Pakistan, NEPRA, and others.
This breakdown, it states, is the result of multiple factors: lack of strategic vision, poor financial and operational results, communication failures, aggressive and unnecessary lobbying and PR campaigns, and imprudent legal strategies.
The failure of KE’s leadership to maintain constructive dialogue and utilise existing tariff appellate forums has “destroyed shareholder value,” KEH claims.
KEH stresses that KE is a critically important company for Karachi and Pakistan and that the company cannot be “held ransom by a minority shareholder group and rogue management acting mainly out of self-preservation.” The letter notes that until recently, the KE Board had been making slow progress in holding management accountable for declining performance, with board members expected to exercise their fiduciary duties — including replacing management where needed.
According to KEH, improper actions by minority shareholders Al Jomaih Power Limited (with an 18 percent indirect ownership in KE) and Denham Investment Ltd (with a 12 percent indirect stake) have effectively paralysed the KE Board. Following a failed bid to increase their stake in KESP, the minority shareholders obtained an ex-parte injunctive relief from the Sindh High Court in October 2022, blocking board appointments. As a result, KE has operated with an incomplete board for three years, and the board’s term has since expired.
The Cayman Court of Appeal has reportedly ruled that this injunction was improperly obtained and in breach of the shareholders’ agreement between KEH, the minority shareholders, and KESP.
KEH argues that it is now “critical” for KE to have full board representation and to conduct fresh board elections without further delay. It adds that filling senior management positions does not contravene the improperly obtained SHC order. KE, it claims, should not remain hostage to “spurious legal actions taken by shareholders with minuscule interests and dubious motives.”
KEH positions itself as a “solution-oriented commercial shareholder” focused on improving KE’s operational and financial performance. It believes new leadership is essential to engage constructively with key stakeholders to ensure a sustainable tariff structure and improved performance for customers and shareholders.
According to the letter, KE’s strategy of pursuing stay orders and litigation does not support long-term shareholder value, particularly as operational performance continues to deteriorate and the company remains dependent on tariff subsidies nearly two decades after privatisation.
“In light of the dire position KE finds itself in,” KEH urges other shareholders to demand reconstitution of the KE Board as per law and contractual rights, and to hold senior management accountable. KEH stresses that the term of the current Board expired on July 29, 2025, and calls on KE to appeal to SECP and Pakistani courts to allow fresh elections — instructions that KE’s management has allegedly failed to pursue.
Copyright Business Recorder, 2025
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