What Happened, and When

"Since BGA and BIST's inception, I have remained steadfast in my dedication to providing unparalleled education to our students. I am resolute in my determination to uphold the values and aims set forth by our schools — and to defend them from those who would exploit them for financial gain."

A documented timeline of Georgia Capital's and Irakli Gilauri's fraudulent scheme to take over our two schools — and the fight to recover them.

1. 2006 & 2011

   The Schools Are Built

   Natia Janashia and Davit Tsetskhladze found the British-Georgian Academy in 2006 and the British International School of Tbilisi in 2011 — building both from nothing into the only schools in Georgia offering Cambridge International programmes alongside COBIS accreditation. By 2018 both schools are profitable, growing, and operating at near-full capacity. The founders are not looking for investors.

2. 2015

   A Purpose-Built Campus — Envisaged and Built by the Founders

   

   Natia Janashia and Davit Tsetskhladze design and build a state-of-the-art campus extending over 15,000 square metres — unparalleled facilities in Georgia — situated beside Lisi Lake on the hills overlooking Tbilisi. Every detail is conceived by the founders: spacious classrooms, an Innovation Centre, a performing arts centre, open learning zones, and a Lakeview Café with panoramic views of the lake. The sports complex includes a swimming pool, sports hall, all-weather football and rugby pitch, tennis and basketball courts, climbing walls, and adventure play areas. The campus is built not as a business asset — but as a place where children feel safe, inspired, and at home.

3. October 2018

   The Approach

   Georgia Capital approaches the founders through Giorgi Ketiladze — a BGA alumnus whose university recommendations Natia had personally written, and now a Georgia Capital employee. Irakli Gilauri, CEO of Georgia Capital PLC, then follows directly. The founders are not looking for investors. BGA and BIST are profitable, growing, and operating at full capacity. During negotiations, Georgia Capital praises the founders and celebrates BGA's success. They present a detailed investment model: a GEL 88.2 million investment programme to build two new campuses at Lisi and Okrokana (also known as Tabakhmela), including the transfer of the Okrokana land at nil value, and a guarantee of non-interference in school management. The promises are specific, compelling, and documented in writing.

4. May 2019

   The Agreement — A GEL 88.2 Million Investment Programme

   Natia Janashia and Davit Tsetskhladze sign a share purchase agreement with Georgia Capital, transferring 70% of BGA LLC as part of a GEL 88.2 million investment programme. This is not a simple cash sale. The investment programme includes the development of two new school campuses and the transfer of the Okrokana / Tabakhmela land to BGA at nil value. The cash consideration paid at closing is approximately GEL 29.2 million — not GEL 30 million, as Georgia Capital publicly claims. Georgia Capital deliberately misrepresents this amount as Natia Janashia's personal gain in order to conceal the true nature of the transaction: this was an investment transaction, not the founder's exit from the business. Under the agreed investment structure, a substantial part of that consideration is intended to be reinvested back into the schools as the founders' share of the investment programme, while Georgia Capital also has its own corresponding investment obligations. The commitments are specific, documented, and reflected across the BGA/BIST Business Model, the Memorandum of Understanding, and the Share Purchase Agreement, with the SPA making the MOU an integral part of the transaction. The founders retain 30% and Natia Janashia continues as director. The transaction would not have taken place without these investment commitments, the nil-value land structure, and the governance protections agreed for the founders' remaining 30% stake. Georgia Capital's own investor reporting also confirms that the 70% stake was transferred at approximately GEL 25 million below market value.

5. 2019–2024

   Obligations Ignored

   Georgia Capital fulfils none of the core investment commitments on which the transaction was based. The GEL 88.2 million investment programme is never delivered. No new school campuses are built. Not one GEL of the promised development funding is invested by Georgia Capital into the agreed campus expansion programme. The Okrokana / Tabakhmela land, which was to be transferred to BGA at nil value, is not transferred on that basis. Instead of performing the investment structure agreed in 2019, Georgia Capital obtains 70% control and leaves the schools to continue developing without the promised capital support.

6. 2024–2026

   The Okrokana Land Reversal

   The Okrokana / Tabakhmela land was part of the agreed investment structure. It was to be transferred to BGA at nil value. Georgia Capital later reverses that position. It makes three separate attempts to contribute the same land at a stated value of USD 3.25 million and demand approximately USD 1.4 million from the founders as their 30% share. This directly contradicts the nil-value land structure and the MOU protection clause, which gave the founders the right to refuse exactly this type of forced contribution. The attempts occur at key moments in the dispute: 29 May 2024 — first attempt, blocked by court; 12 February 2025 — second attempt, made on the same day Georgia Capital unlawfully removes Natia Janashia from her position as director; 13 March 2026 — third attempt, at the partners' meeting where Georgia Capital also attempts to strip the founders' minority shareholder protections, stopped by a court-imposed prohibition. By that time, the school had already spent approximately GEL 3.2 million developing the Okrokana land in anticipation of the nil-value transfer promised under the transaction structure.

7. 2019–2024

   The Founders Keep Building — With Their Own Resources

   While Georgia Capital delivers nothing, the founders continue building — using the school's own revenues and bank loans. A theatre. Laboratories. An innovation centre. Modern classrooms. They do it with their own money. Georgia Capital's own court filings confirm it: the school grew consistently under Natia Janashia's leadership, with every resource reinvested into the children's education. The institution Georgia Capital now tries to claim credit for grew despite their presence, not because of it.

   

8. 2026

   Reclassifying the School's Own Money

   Georgia Capital does not deliver the promised investment programme. Instead, it later submits financial statements to court claiming approximately GEL 23.7 million of the school's own reinvested revenues as Georgia Capital's capital contribution. The schools continue to grow because Natia Janashia and Davit Tsetskhladze kept building — reinvesting every GEL generated back into education, infrastructure and expansion. Georgia Capital contributed none of it. By reclassifying the school's own revenues as its capital contribution, Georgia Capital attempts to present the founders' success as its own investment — money it never provided, in a programme it never delivered.

9. 2024

   Buyback Offer — Refused

   The founders make repeated good-faith attempts to resolve the dispute. They offer to buy back Georgia Capital's 70% at fair market price, with valuation by an independent Big Four auditor. TBC Bank acts as intermediary. Georgia Capital refuses every offer. Instead, Gilauri proposes an auction: whoever bids higher gets the school. His deputy, Avtandil Namicheishvili, is direct: "Everything can be sold if the price is right." The founders reject the auction. It is not a pricing mechanism — it is a trap designed to force them to bid against themselves for the institution they built. The offer is now off the table. The matter is in the courts.

10. May 2024

    First Removal Attempt — Blocked by Court

    Georgia Capital convenes an extraordinary partners' meeting to remove Natia Janashia as director. Natia petitions the Tbilisi City Court, which recognises the merit of her petition and issues a security measure blocking unilateral decisions by Georgia Capital at partner meetings. The first attempt to remove her fails.

11. July 2024

    Appellate Court Overturns Protection — Corrupt Influence Suspected

    Georgia Capital appeals the Tbilisi City Court's security measure. The Appellate Court overturns the decision. The founders believe this outcome reflects the corrupt influence of Irakli Gilauri over Georgia's judicial system. With the court protection gone, the path is cleared for a second, more aggressive attempt.

12. February 12, 2025

    Natia Janashia Unlawfully Removed as Director

    Georgia Capital representative Giorgi Ketiladze demands Natia Janashia resign as director. An extraordinary partners' meeting is called for February 12, 2025. Natia cannot attend due to health problems and requests postponement — which the other side agrees to. Despite this agreement, a meeting protocol is compiled on February 12 without Natia's knowledge and submitted to the National Public Registry to register a director change. The Registry initially identifies a deficiency but the change is processed suspiciously quickly and without the required documentation. Johannes van Lill, a South African citizen and author of explicit material who had never undergone the school's safeguarding checks, is registered as director. Shortly after, Giorgi Ketiladze himself takes the director position. A narrative of mismanagement is deployed for the first time — not as a pre-existing concern, but as a post-facto justification engineered only after the founders resisted.

13. February 22–23, 2025

    Night Operation — Violent Seizure of BGA with Law Enforcement Involvement

    While Natia Janashia remains the legitimate director, Ketiladze arrives at the school during non-working hours with Ministry of Internal Affairs representative Manuchur Mamzirashvili and demands entry. Security refuses. At 4am, police and criminal police simultaneously appear at the homes of security chief Mirian Melikidze and his colleagues. Melikidze is forcibly taken to the police station, where Elizbar Bastavashvili, then head of the Saburtalo division, subjects him to psychological pressure. Melikidze is denied the right to a lawyer, the right to use a phone, and the right to have legal representation during questioning. Under pressure, he is forced to call school security staff and order them to allow Ketiladze's group onto the premises. Since that day, the founders have been denied entry to their own school. Physical force is used against the founders' representative Salome Churdaze when she attempts to enter. Multiple emergency calls to 112 receive no police response. The patrol police director at the time is Vajha Siradze. This raises serious grounds to suspect abuse of official powers, negligence, and possible corrupt dealings.

14. 2025

    Failed Audit — Children Used as Weapons

    A months-long audit of the schools finds no evidence of financial irregularities. With professional justification exhausted, Georgia Capital fabricates allegations concerning the founders' children's tuition fees — reclassifying their education as embezzlement. Four of the founders' five children, who attend the schools their parents built, are subjected to discrimination and psychological harm by the illegally installed administration. A coordinated disinformation campaign, orchestrated by Georgia Capital and executed through affiliated fake NGOs, targets the founders publicly.

15. 2024–2025

    Criminal Complaint Filed in Georgia

    Natia and Davit file a criminal complaint with the Prosecutor's Office of Georgia against Irakli Gilauri and Giorgi Ketiladze for fraud and embezzlement of school funds. The Ministry of Finance's Investigation Service opens a formal criminal investigation, Case No. 092060925001. Archil Gachechiladze, CEO of Lion Finance Group PLC (formerly Bank of Georgia), is identified as a key figure in the scheme.

16. November 2025

    Lawsuit Filed to Expel Georgia Capital from BGA Partnership

    Natia Janashia and the British-Georgian Academy file a lawsuit in the Tbilisi City Court seeking the full expulsion of Georgia Education Group from the BGA partnership. The grounds are extensive: failure to transfer the Okrokana land at nil value as agreed — with over GEL 3 million of the school's own funds spent improving that land; appointment of directors wholly unfit for the role, including one who is an author of explicit material and others with no school management experience; unjustified cost-cutting that drove away the school's best teachers and students; and a sustained pattern of actions that have directly damaged the school's financial performance, reputation, and educational mission.

17. May 2026

    Georgia Capital Files Counter-Suit — The Endgame Exposed

    On May 20, 2026 — six months after Natia Janashia filed to expel Georgia Capital from the BGA partnership — Georgia Capital files a counter-suit seeking to expel the founders from their remaining 30% shareholding entirely. The timing is not coincidental. Georgia Capital had years in which to raise grievances about the founders' alleged conduct. They did not. The counter-suit was filed only after they were sued. This sequence — gain entry through false promises, manufacture conflict, seize control, then eliminate the founders' remaining ownership — confirms what the founders have always maintained: the goal was never partnership. It was complete takeover. This counter-suit is not a defence. It is a pressure tactic: either extract millions from the school's own funds, or strip the founders of everything that remains.

18. 2026

    Criminal Investigations into Discrimination and Threats Against Children

    Two criminal cases are open at preliminary inquiry stage in Georgia in connection with the treatment of the founders' children. Case No. 1585699 concerns discrimination, psychological abuse, and illegal disclosure of the children's personal data — Articles 142 (Violation of the Right to Equality) and 157¹ (Violation of Privacy). Case No. 1372996 concerns direct threats — Article 151 (Threat). Investigators are interviewing all individuals named in the founders' statements, including representatives of Georgia Capital. The seriousness of the threat is officially recognised by a number of agencies. The US Embassy in Tbilisi confirms that it has officially initiated proceedings regarding the welfare and whereabouts of the four children — US citizens — and is conducting ongoing official monitoring, given the severity of the family's situation. An official complaint has also been filed with the US Federal Bureau of Investigation (FBI). UK regional police are directly involved in ensuring the safety of the founders' minor daughters at their boarding school in the United Kingdom.

19. March 2026 — Ongoing

    Charter Crisis — Deliberately Created Liquidation Threat

    At a partners' meeting on March 13, 2026, Georgia Education Group attempts to register a new company charter that would strip Natia Janashia of her minority shareholder rights — without the 75% approval required by Georgian law. The Public Registry suspends the registration. On May 5, 2026, the Registry fully terminates the process, confirming the March 13 decisions were illegal. The school is left without a legally registered charter, creating a direct threat of liquidation. The founders contend this crisis was deliberately engineered by Gilauri to paralyse the school and force submission.

20. Ongoing

    Disinformation Campaign — Paid Pseudo-Experts and Media Suppression

    Irakli Gilauri funds a coordinated disinformation campaign through GEPRA PR and its founder Soso Galumashvili. The operation is executed by Giorgi Kapanadze through two platforms he controls — the NGO AFBA and Banks and Finance — supported by paid commentator Giorgi Tsutskiridze, and distributed through four Georgian media outlets: Commersant, Kvira.ge, Resonance, and Alia. Articles placed in these media outlets are paid advertisements, often published without the legally required disclosure — in breach of Georgian media law. The campaign's purpose is to destroy the reputation of Natia Janashia and Davit Tsetskhladze and force them out of the institutions they built. Simultaneously, Bank of Georgia's relationships with media owners and advertisers are used to suppress independent reporting — journalists who attempted to cover the case were told by editors to drop the story or remove articles already published.

21. Ongoing — 2026

    The Fight Continues — In Two Countries

    Active proceedings are ongoing in Georgia and the United Kingdom — criminal investigations, civil claims, and preliminary inquiries across multiple institutions. The full record of proceedings is documented below. Natia Janashia continues to assert her rights as the legitimate founder, owner and director of the British-Georgian Academy and British International School of Tbilisi.

"Everything can be sold if the price is right."

"You cannot claim credit for an institution you are trying to destroy. And you cannot take the money that belongs to the children whose school you have been deliberately destroying from the very first day."