High Court 6813 of 2026

5. The Applicants contend that the delay was inadvertent and not deliberate. They further argue that failure to register the charge would prejudice the 3rd Applicant’s security interest, while no prejudice would be occasioned to other shareholders or creditors. Analysis and Determination 6. The Application before this Court is primarily anchored on Section 888 of the Companies Act, 2015, which clothes the Court with the discretionary power to extend the time for registration of a charge, or to rectify an omission or misstatement in any particulars with respect to such charge. 7. In exercising this discretion, the Court must be satisfied that the failure to register the charge within the statutory period thirty (30) days as mandated by Section 885(1) was: i. Accidental or due to inadvertence; or ii. Not of a nature to prejudice the position of creditors or shareholders of the company; or iii. That on other grounds, it is just and equitable to grant relief. 8. Courts have consistently held that the purpose of registration of charges is to give notice to third parties, and not to invalidate genuine commercial transactions. 9. In Re: Einco Holdings Limited [2018] eKLR, the Court held that extension of time should be granted where delay is satisfactorily explained and no prejudice is shown to creditors or shareholders. 10. Similarly, in Diamond Trust Bank Kenya Limited v Registrar of Companies & another [2019] eKLR, the Court emphasized that where failure to register was inadvertent and the rights of third parties are not affected, the court should lean towards sustaining the security. 11. In this case, the Court notes from the Supporting Affidavit of Liza Mutungi and the annexed documents that the Seventeenth Further Charge was executed on 11th February 2026. Under Section 885, the 30-day window for registration at the Companies Registry was set to expire on or about 13th March 2026. 12. The Applicants have, in this case, demonstrated that the instrument was duly lodged on the Ardhisasa platform for registration at the Lands Registry. However, the registration at the Lands Registry was only completed on 6th March 2026, as evidenced by the seal of the Land Registrar. 13. This Court takes judicial notice of the fact that under the current land registration regime, the physical or digital perfection of a charge at the Lands Registry is often a prerequisite for the issuance of the certificate of registration at the Companies Registry. 14. The "inadvertence" pleaded by the Applicants arises from the administrative timelines inherent in the Ardhisasa system, which are demonstrably beyond the direct control of the parties. By the time the Land Registry had finalized the entry (Entry No. 39), the 30-day window for the Companies Registry was effectively closed or insufficient for processing. 15. Furthermore, the Court notes that the 3rd Applicant, Prime Bank Limited, has already advanced a substantial sum of KES 72,000,000.00. The security for this disbursement is the charge in question. A failure to extend time would leave the 3rd Applicant as an unsecured creditor in respect of this further advance, which would be an inequitable result and would frustrate the commercial intentions of the parties. 16. There is no evidence before the Court that the 1st and 2nd Applicants are in liquidation or that any other creditor has acquired rights that would be unfairly prejudiced by this registration. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6813/eng@2026-04-17 2

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17. Additionally, the delay is relatively short—less than a month from the statutory deadline—and the Applicants moved the Court with reasonable dispatch by filing this application on 19th March 2026. 18. Consequently, I am satisfied that the delay was not intentional but was occasioned by the logistical complexities of dual-registry perfection. It is both just and equitable to allow the extension to ensure the security is properly perfected in accordance with the law. 19. Accordingly, I make the following orders: 20. i. The time for registration of the Seventeenth Further Charge dated 11th February 2026 over Land Title Number Nairobi/block7/344 is hereby extended by thirty (30) days from the date of this order. ii. Upon registration within the extended period, the said instrument shall be deemed to have been filed in full compliance with the Companies Act. iii. There shall be no order as to costs It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBITHIS 17TH DAY OF APRIL 2026 https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6813/eng@2026-04-17 3

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