https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/12504

REPUBLIC OF KENYA IN THE HIGH COURT OF KENYA AT MOMBASA COUNTY COURT NAME: MOMBASA HIGH COURT CASE NUMBER: HCCOMMPET/E011/2025 ANNE MUTHONI STAUDTE VS ANDREW GEORGE BARBOUR AND BRANDON ROBERT BARBOUR AND 3 OTHERS JUDGMENT A. INTRODUCTION 1. The Petition, filed on 11th December 2025, is grounded principally under Section 780 of the Companies Act, No. 17 of 2015, and Articles 27, 35, 40, and 47 of the Constitution of Kenya, 2010. The Petitioner alleges a sustained pattern of oppression, exclusion, mismanagement, and racial discrimination in the affairs of Trans Nzoia Securities PLC ("TNS" or "the Company"), a company incorporated in 1957 that holds substantial coastal property in Diani, Kwale County, Kenya. 2. This judgment is the Court's determination of the substantive Petition. The Court has considered the pleadings, affidavits, documentary annexures, and written submissions filed by all parties. The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 1/14 B. BACKGROUND (i) The Company and Its Historical Structure 3. Trans Nzoia Securities PLC ("TNS") was incorporated in Kenya in 1957 and has, since its establishment, held and managed significant coastal real property in the Diani area of Kwale County. The Company operates a two-tier share structure: Class A Ordinary Shares, which carry full voting rights, and Class B Ordinary Shares, which carry restricted voting rights. This share structure is not a recent innovation ; it is confirmed by the Company's Annual Return of 2017 (Annexure BRB-02) and predates the current dispute by several decades. The late George Barbour, the founder of TNS, held the majority of the 4. Company's shares at the time of his death. By 2017, he held 20 Class A shares and 796 Class B shares. The 1st to 5th Respondents are his children from a prior relationship and served as directors of TNS. The Petitioner was the domestic partner of the late George Barbour in the years preceding his death on 3rd October 2018. (i) The Succession Dispute and Mediation Following George Barbour's death, his estate became the subject of 5. contentious succession proceedings before the High Court in Mombasa Succession Cause No. 11 of 2019. The deceased's Will (Annexure BRB-04) bequeathed 5 Class A shares and 135 Class B shares to the Petitioner, alongside other bequests to the Respondents. 6. The succession dispute was resolved through mediation, culminating in a Mediation Settlement Agreement dated 11th October 2022 (Annexure BRB-05), which was subsequently adopted as a court order (Annexure BRB-06). The Agreement formalised the distribution of shares to the Petitioner, set the governance framework for the Company, and incorporated protective provisions in favour of the Respondents' shareholding and directorship positions. It further required the Memorandum and Articles of Association of TNS to be updated accordingly. 7. The Respondents' documentary evidence (Annexure BRB-03) demonstrates that the Petitioner was, at the time of George Barbour's death and throughout the succession proceedings, legally married to one Edgar Staudte under German law. The Petitioner's self-designation as the "widow" of the late George Barbour is therefore legally untenable, although she is entitled to her rights as a beneficiary under the Will and as a registered shareholder. The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 2/14 (i) The Cape Blush Property and ELC Litigation 8. TNS owns the property known as "Cape Blush" (Title No. Kwale/Diani Beach Block/1228) (Annexure BRB-07). Following George Barbour's death, the Petitioner declined to vacate the property. TNS, acting through its Board (Annexure BRB-08), commenced proceedings for trespass against the Petitioner in the Kwale Environment and Land Court (ELC Case No. 31 of 2021). On 1st February 2023, the ELC delivered Judgment in favour of TNS (Annexure BRB-09), ordering the Petitioner to vacate and awarding TNS the sum of Kenya Shillings Seven Million, One Hundred and Fifty Thousand (Kshs. 7,150,500/=) as mesne profits for the Petitioner's unlawful occupation of the property. (i) The Share Buyback 9. Following the ELC Judgment, TNS served a formal demand on the Petitioner for the judgment debt (Annexure BRB-10). The Company then undertook an independent valuation of the Petitioner's shares through its auditors, arriving at a value of Kenya Shillings Eight Hundred and Ten Thousand (Kshs. 810,000/=) per share (Annexure BRB-11). The ELC Court issued Warrants of Attachment in respect of the Petitioner's shares (Annexure BRB-12), providing the legal mechanism for their attachment and sale in satisfaction of the debt. 10. The share buyback process included approval by the Board of Directors (Annexure BRB-18) and a special resolution by the shareholders, wherein the Estate's Executors , the interested sellers , abstained from voting (Annexure BRB-19). An Off-Market Share Buyback Agreement was executed (Annexure BRB-20), resulting in the cancellation of 5 Class A shares and 3 Class B shares held by the Petitioner. The Petitioner's residual shareholding following the buyback stands at 132 Class B shares, as confirmed by the updated CR12 dated July 2025 (Annexure BRB-14). (i) The 2025 Articles and the Challenged EGM 11. On 20th January 2025, TNS adopted new Articles of Association (Annexure BRB-21). The Petitioner takes particular issue with Article 6 of the new Articles, which she alleges severely restricts the voting rights of Class B shareholders and is therefore oppressive to her as the sole Class B holder without corresponding Class A shares. In December 2025, the 1st to 5th Respondents convened an EGM to inter 12. alia approve the sale of the Company's major assets and to further amend the Articles. An initial meeting was aborted due to a procedural notice deficiency. A fresh EGM was subsequently called for 23rd December 2025 (Annexures The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 3/14 BRB-25 and BRB-26), with a 14-day notice. Both the Petitioner and the 6th Respondent (Antony Barbour) formally objected to the EGM, raising concerns about inadequate disclosure, lack of independent valuation of the assets, and the insufficiency of the notice period given the complexity and finality of the decisions being proposed. C. THE PARTIES' CASES (i) The Petitioner's Case 13. The Petitioner's case is multifaceted. She contends that since George Barbour's death in 2018, the 1st to 5th Respondents have conducted the affairs of TNS in a manner that is oppressive, unfairly prejudicial, and discriminatory against her, contrary to Section 780 of the Companies Act, 2015. Specifically, she alleges: (a) systematic exclusion from governance and company affairs; (b) denial of access to financial records and company information; (c) receipt of no dividends since 2018; (d) manipulation of the Company's share structure to disenfranchise her as the only Black African shareholder; (e) an unlawful and punitive share buyback designed to dilute her holding; (f) adoption of Article 6 of the new Articles of Association as a deliberate scheme to entrench the voting supremacy of the Class A shareholders; and (g) calling of an EGM in bad faith, during court vacation, to push through a fire-sale of the Company's assets without adequate disclosure or process. 14. The Petitioner further invokes the Constitution, pleading violations of Article 27 (equality and non-discrimination), Article 35 (access to information), Article 40 (property rights), and Article 47 (fair administrative action). She seeks a declaration that TNS's affairs have been conducted oppressively and prejudicially; a permanent injunction restraining the EGM and any asset disposal; an order for full financial disclosure; rectification of the register to restore her former shareholding; invalidation of Article 6; conversion of her Class B shares to Class A shares; alternatively, a fair buy-out of her shares; general and exemplary damages; and costs on an indemnity basis. (i) The Respondents' and 1st Interested Party's Case 15. The 1st to 5th Respondents and TNS as the 1st Interested Party raise both preliminary and substantive objections to the Petition. On jurisdiction, they submit that the Mombasa High Court lacks territorial competence to hear this matter, since the Company's registered office and all its assets are situated in Kwale County. On the merits, they contend that: (a) the Petition is res judicata having regard to the Mediation Settlement Agreement of 2022 (adopted as a The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 4/14 court order) and the ELC Judgment of 2023; (b) the derivative suit element of the Petition fails for lack of compliance with the leave requirements under Section 238 of the Companies Act; (c) the Petitioner did not become a registered member until July 2025 (Annexure BRB-14) and the Company's obligations to her arose only from that date; (d) no dividends have been declared for any shareholder throughout the disputed period, as confirmed by the audited financial statements (Annexure BRB-17); (e) the share buyback was a lawful, court-sanctioned process arising from a judgment debt, conducted with independent valuation and proper Board and shareholder approval; (f) the two-tier share structure is historic and race-neutral, and was incorporated into the Mediation Settlement Agreement which the Petitioner agreed to; (g) the Petitioner's own WhatsApp communications (Annexure BRB-24) demonstrate her willingness to sell her shares, undermining the coercion narrative; and (h) the corrected EGM was called in full compliance with the 14-day notice requirement. (i) The 6th Respondent's Case 16. The 6th Respondent, Antony John Barbour, was joined as a respondent by court order of 19th December 2025. He takes a position independent of both the Petitioner and the 1st to 5th Respondents. He does not advance the Petitioner's allegations of racial discrimination, but he lends significant weight to the procedural and governance concerns raised in this case. Through a series of detailed internal communications (Annexures AJB-2-1 to AJB-2-9), spanning a period of time predating the Petition, Antony Barbour demonstrates a consistent pattern of formal objection to what he characterises as a lack of transparency, disclosure, and proper process in the governance of TNS, particularly with respect to the EGM. He does not align with the 1st to 5th Respondents' characterisation of the proceedings as a proper and procedurally sound corporate exercise. D. ISSUES FOR DETERMINATION 17. Having considered the pleadings and submissions of all parties, this Court identifies the following as the issues calling for determination: (i) Whether this Court has territorial jurisdiction to hear and determine this Petition. (ii) Whether the Petitioner has standing to bring the claims as framed, including the derivative claim. The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 5/14 (iii) Whether the affairs of Trans Nzoia Securities PLC have been conducted in a manner that is oppressive or unfairly prejudicial to the Petitioner under Section 780 of the Companies Act, 2015. (iv) Whether the share buyback of October–December 2023 was lawful. (v) Whether Article 6 of the 2025 Articles of Association is oppressive or unlawful. (vi) Whether the Petitioner's constitutional rights under Articles 27, 35, 40, and 47 have been violated. (vii) What orders and reliefs, if any, should issue. E. ANALYSIS AND DETERMINATION Issue (i): Whether this Court has Territorial Jurisdiction 18. The 1st to 5th Respondents and the 1st Interested Party submit that the Company's registered office and all its assets are in Kwale County, and therefore the Petition ought to have been filed at Mombasa High Court in its capacity as the court exercising jurisdiction over Kwale County, or alternatively at the Mombasa ELC. 19. Section 15 of the Civil Procedure Act, Cap. 21 provides that every suit shall be instituted in a court within the local limits of whose jurisdiction the defendant resides or carries on business, or the cause of action wholly or in part arises. However, it is now well-settled that the High Court of Kenya, as a court of unlimited original jurisdiction under Article 165(3)(a) of the Constitution, is not divested of its substantive jurisdiction by reason of the territorial assignment of its stations. What Section 15 regulates is the forum convenience and not the substantive jurisdiction of the High Court. 20. In Kanampiu & another v Marithi (Civil Case E009 of 2023) [2025] KEHC 7699 (KLR), this Court expressly held that Section 15 of the Civil Procedure Act cannot extinguish the unlimited territorial jurisdiction of the High Court as provided under the Constitution. Where a suit is filed before a High Court station that may not be the most convenient forum, the appropriate remedy is a transfer under Section 18 of the Civil Procedure Act, not a dismissal. This Court therefore retains substantive jurisdiction over this Petition. The objection on territorial jurisdiction is, accordingly, dismissed. The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 6/14 21. This Court further notes that several of the Respondents appear to reside or carry on business within the Mombasa area, and that the cause of action , including the corporate governance decisions, EGM resolutions, and share transactions , involved parties located in and transacting through Mombasa. The Petition was not improperly instituted before this Court. Issue (ii): Petitioner's Standing and the Derivative Claim 22. The 1st Interested Party submits that to the extent the Petition is framed as a derivative claim on behalf of the Company, it fails for non-compliance with the leave requirements under Sections 238 to 242 of the Companies Act, 2015. Under Section 238(1), a derivative claim means proceedings by a member of a company in respect of a cause of action vested in the company and seeking relief on behalf of the company. Section 238(3) further provides that a derivative claim may be brought only in respect of a cause of action arising from negligence, default, breach of duty, or breach of trust by a director of the company, and requires prior leave of the court. 23. In Ghelani Metals Limited & 3 others v Elesh Ghelani Natwarlal & another [2017] eKLR, the Court explained that derivative actions are the pillars of corporate litigation and serve as a mechanism for shareholder accountability against wrongdoers who have injured the company. The two-stage process — application for leave, followed by the main hearing , was affirmed by the High Court as mandatory under the Companies Act, 2015: see also Galot v Galot (Miscellaneous Application E825 of 2023) [2024] KEHC 14746 (KLR). 24. Having examined the Petition, this Court is satisfied that the dominant character of the relief sought is personal in nature ;rectification of the register, restoration of shares, declaration of oppression, financial disclosure, and damages to the Petitioner. While the Petition contains passing references to mismanagement of the Company, it does not sustain a cause of action vested in the Company seeking relief on behalf of the Company within the meaning of Section 238. The grant of leave to proceed, issued at the interlocutory stage, was in relation to the derivative framing of the Petition and does not preclude this Court from reassessing the proper legal character of the claims at the substantive stage. 25. This Court therefore holds that the Petition is principally a personal action by the Petitioner as a shareholder seeking protection against oppressive and unfairly prejudicial conduct, brought under Section 780 of the Companies Act, 2015. The derivative claim framing is not sustained and will not be further considered. The Petitioner, as a registered holder of 132 Class B shares in TNS, The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 7/14 has the requisite standing under Section 780(1) to bring this Petition. Issue (iii): Whether the Aff airs of TNS have been Conducted Oppressively or Unfairly Prejudicially 26. Section 780(1) of the Companies Act, 2015 empowers a member of a company to apply to the Court for an order under Section 782 on the ground that: (a) the company's affairs are being or have been conducted in a manner that is oppressive or unfairly prejudicial to the interests of members generally or of some part of its members (including the applicant); or (b) an actual or proposed act or omission of the company is or would be oppressive or so prejudicial. 27. The legal standard was comprehensively articulated by this Court in Velani & 6 other v Naran & 2 others (Petition E002 of 2020) [2021] KEHC 75 (KLR) (Commercial and Tax) where the Court held that oppression has been characterised as conduct which is burdensome, harsh and wrongful, or which lacks probity and fair dealing. The Court further held that conduct affecting all members of a company equally may be unfairly prejudicial, and that there is no need for a petitioner to establish differential treatment, although such differential treatment strengthens the claim. The test is objective: conduct must involve a visible departure from standards of fair dealing and a violation of the conditions of fair play on which every shareholder who entrusts money to a company is entitled to rely. 28. Applying this standard, this Court makes the following findings: (i) Exclusion from governance and financial information: The Petitioner's complaints of exclusion from governance and denial of financial information are not, on the evidence before this Court, substantiated as oppressive conduct. The audited financial statements (Annexure BRB-17), covering the period 2018 to 2025 , confirm that no dividends were declared for any shareholder during this period. There is no evidence of selective disclosure or deliberate financial secrecy. Further, the Petitioner only became a registered member of the Company in July 2025 (Annexure BRB- 14), and the Company's enforceable obligations as a registered shareholder arose from that date. Complaints about events in 2018 and 2019 must therefore be assessed carefully in light of the Petitioner's actual legal status at those times. (ii) The EGM and asset disposal: The Court finds that the initial The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 8/14 convening of the EGM on short notice, and the subsequent attempt to proceed with the sale of major company assets at a meeting during court vacation, with inadequate disclosure as to valuation and terms, raises serious concerns. The evidence of the 6th Respondent (Antony Barbour), who as a director formally objected to the process through detailed written communications (Annexures AJB-2-1 to AJB-2-9), corroborates the Petitioner's case that the EGM process lacked the transparency and procedural rigour befitting decisions of the magnitude proposed. In Lettau v Paradiso Toys Limited & another (Commercial Petition E002 of 2023) [2024] KEHC 3793 (KLR), the Court recognised that the failure to hold proper meetings and the opaque conduct of company affairs can constitute the foundation of an oppression claim. Shareholders are entitled to meaningful participation in decisions that fundamentally affect their economic interests. (iii) Racial discrimination: The Petitioner's allegation that the share structure is designed to discriminate against her on the basis of race is not made out on the evidence. The two-tier share structure (Class A and Class B) predates the Petitioner's shareholding by several decades (Annexure BRB-02) and is applicable to all holders. It was incorporated into the Mediation Settlement Agreement of 2022 to which the Petitioner was a party. The allegation of racial discrimination as a motivation for corporate decisions is a serious one and must be proved specifically and substantively. The evidence before this Court does not meet that threshold. Issue (Iv): Whether the Share Buyback was Lawful 29. The Petitioner challenges the share buyback as punitive and unlawful. This Court does not agree. The documentary record before this Court demonstrates a coherent, court-sanctioned sequence of events: (a) the ELC Judgment of 1st February 2023 awarded TNS Kshs. 7,150,500/= in mesne profits against the Petitioner; (b) a formal demand for the judgment debt was issued (Annexure BRB-10); (c) an independent valuation of the shares was conducted (Annexure BRB-11); (d) Warrants of Attachment issued by the ELC Court authorised the attachment and sale of the shares (Annexure BRB-12); (e) the Board passed a resolution approving the buyback (Annexure BRB-18); (f) a special shareholders' resolution was passed, with the interested parties abstaining (Annexure BRB-19); and (g) an Off-Market Share Buyback Agreement was signed (Annexure BRB-20). The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 9/14 30. The Petitioner's own WhatsApp communications (Annexure BRB-24) further demonstrate that she was at a material stage a willing participant in discussions about the sale of her shares. Coercion, in the legal sense, has not been established. The buyback was not a corporate penalty : It was the lawful execution of a valid court judgment through a mechanism that complied with the requirements of the Companies Act. This Court finds that the share buyback was lawful, properly conducted, and does not constitute oppression of the Petitioner. Issue (v): Whether Article 6 of the 2025 Articles is Oppressive 31. The Petitioner challenges Article 6 of the new Articles of Association adopted on 20th January 2025, which restricts the voting rights of Class B shareholders. As noted above, the two-tier voting structure is not a new imposition , it has been a feature of TNS since its incorporation in 1957. The Petitioner was aware of and agreed to the governance structure through the Mediation Settlement Agreement of 2022. 32. Under Section 782 of the Companies Act, 2015, the Court has wide powers to regulate the future conduct of the Company's affairs. This Court notes, however, that merely adopting Articles that reflect the historical share structure does not per se constitute oppression. The question is whether Article 6 departs, in a manner that is harsh and wrongful, from the reasonable expectations of the Petitioner as a shareholder: see Velani v Naran (supra). On the material before this Court, Article 6 restates and reinforces a pre-existing arrangement that was reflected in the very Mediation Settlement that gave the Petitioner her shareholding. This Court accordingly declines to void Article 6 as oppressive. 33. However, this Court retains a supervisory interest in ensuring that the adoption of Articles is not used as a mechanism to extinguish legitimate shareholder participation. Should the Company, in the future, seek to alter the Articles in a manner that further diminishes the Petitioner's already restricted Class B rights without her consent or adequate justification, such conduct will be amenable to challenge under Section 780. Issue (vi): Whether Constitutional Rights have been Violated 34. The Petitioner alleges violation of Articles 27, 35, 40, and 47 of the Constitution. This Court is guided by the principle, firmly established in Anarita Karimi Njeru v Republic (No. 1) [1979] 1 KLR 154 and reaffirmed by the Court of Appeal in Mumo Matemu v Trusted Society of Human Rights Alliance & 5 The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 10/14 Others (2013) eKLR, that a party seeking redress from the High Court for an alleged violation of the Constitution must set out, with a reasonable degree of precision, the complaint, the provisions said to have been infringed, and the manner in which they are alleged to have been infringed. 35. Article 27 (equality and non-discrimination): As held above, the allegation of racial discrimination is not substantiated on the evidence before this Court. The two-tier share structure is race-neutral and historic. There is insufficient evidence to support a finding that the Petitioner's race was a causative factor in any corporate decision. 36. Article 35 (access to information): The Petitioner has not, on the evidence, demonstrated that she was denied access to information to which she was legally entitled as a shareholder. The audited accounts are confirmed to exist (Annexure BRB-17). The Petitioner has not shown that she made a specific demand for information that was refused. This claim is not substantiated. Article 40 (property rights): The Petitioner's challenge to the share 37. buyback as a violation of property rights cannot succeed where, as this Court has held, the buyback was a lawful execution of a court judgment through a court-sanctioned process. One's property rights do not shield one from the lawful enforcement of a judgment debt. 38. Article 47 (fair administrative action): The Petitioner has not demonstrated that any of the acts complained of constitute "administrative action" within the meaning of Article 47 read with the Fair Administrative Action Act, 2015. The decisions of the Board of Directors of a private company are not administrative actions of a public or quasi-public character for purposes of Article 47. This claim fails. 39. This Court finds that the Petitioner has not established violations of the constitutional provisions pleaded, and the constitutional claims are accordingly dismissed. Issue (vii): Orders 40. Having considered all the foregoing, this Court makes the following findings and orders: (i) This Court has jurisdiction to hear and determine this Petition. The preliminary objection on territorial jurisdiction is dismissed. (ii) The Petition as framed does not sustain a derivative claim under Sections 238-242 of the Companies Act, 2015. The derivative The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 11/14 element is dismissed. (iii) The share buyback of October–December 2023 was lawful and constituted the proper exercise of a court-sanctioned judgment enforcement process. The prayer for rectification of the register to restore the cancelled shares is refused. (iv) Article 6 of the 2025 Articles of Association is not, on the material before this Court, oppressive within the meaning of Section 780. The prayer to void Article 6 is refused. (v) The constitutional claims under Articles 27, 35, 40, and 47 are not substantiated and are dismissed. (vi) This Court, however, finds partial merit in the Petitioner's complaint regarding the conduct of the EGM process. The attempt to convene an EGM on short notice and the inadequate disclosure to shareholders — as independently corroborated by the 6th Respondent's formal objections , fell below the standard of fair corporate governance. This Court accordingly makes the following governance orders under Section 782 of the Companies Act, 2015: (vii) The 1st Interested Party (Trans Nzoia Securities PLC) shall, before convening any EGM to approve the sale of company assets, commission and circulate to all shareholders an independent valuation report in respect of the assets proposed for sale, at least 21 days before the date of any such meeting. (ii) The 1st Interested Party shall provide the Petitioner, as a i. registered Class B shareholder, with copies of the annual audited financial statements within 30 days of their adoption, going forward. (viii) Any future amendment to the Articles of Association that further restricts or alters the rights attaching to Class B shares shall not take effect without prior notice to, and written consent of, the Petitioner, or, in the absence of such consent, without leave of this Court. (ix) The Petitioner's prayers for general and exemplary damages, conversion of Class B shares to Class A shares, and costs on an indemnity basis are refused. (x) Having regard to the partial success of the Petitioner on the The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 12/14 EGM governance issue and the dismissal of the substantive claims, each party shall bear its own costs. F. DISPOSITION 41. For the reasons set out above, the Court makes the following final orders: 1) The derivative claim element of the Petition is dismissed for non-compliance with Sections 238-242 of the Companies Act, 2015. 2) The prayer for rectification of the register to restore the cancelled shares is refused. The share buyback of 2023 is upheld as lawful. 3) The prayer to declare the Petitioner's constitutional rights violated under Articles 27, 35, 40, and 47 is dismissed. 4) of Association is refused. The prayer to void Article 6 of the 2025 Articles The prayer for damages (general and exemplary) 5) and indemnity costs is refused. 6) This Court, in exercise of its powers under Section 782 of the Companies Act, 2015, makes governance orders as set out in paragraph 46(g)(i) to (iii) above, and such orders shall remain in force until further order of this Court or agreement of the parties. 7) Costs of the Petition shall be borne by each party. It is so ordered. Dated, signed, and delivered in Open Court/Online through MS TEAMS, this …30TH …… day of …JULY…… 2026. HON. LADY JUSTICE W. K. MICHENI JUDGE In the presence of: IN PERSON...................................for the Petitioner The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 13/14 MS KITUR.....................................for the 1st – 5th Respondents Mr. Litoro..................................for the 6th Respondent Mr Anguro.................................for the 1st Interested Party Bebora..............................Court Assistant SIGNED BY/FOR: □ TH E J U D I C I A R Y O F K E N Y A ★ HON. LADY JUSTICE WENDY MICHENI Mombasa High Court High Court Commercial and Tax Date: 2026-07-30 18:04:30 The Judiciary of Kenya Doc IDENTITY: 41921052855303318776325662573 Tracking Number:OOCRFN2026 14/14