Osewe's ex-wife loses bid to take control of Ranalo Foods Limited

A Nairobi court has dismissed an application by Stella Anne Mutheu Osewe seeking to take control of bank accounts and force an audit of Ranalo Foods Limited, a company she co-owns with her estranged husband, businessman William Osewe Guda.

Justice Njoki Mwangi ruled that Ms Osewe failed to demonstrate she had been excluded from the company's management or that she would suffer irreparable harm without the court's intervention. The judge found that the balance of convenience favoured Mr Osewe, effectively bringing to an end, at least for now, Ms Osewe's attempts to wrest control of the restaurant business through the courts.

Ms Osewe, who holds 50 percent of shares in Ranalo Foods Limited alongside her ex-husband, had approached the High Court seeking extraordinary relief. She wanted to be made a mandatory joint signatory to all the company's bank and M-Pesa accounts, arguing that Mr Osewe had locked her out of the business following their separation in 2018 and subsequent divorce in 2022.

The couple incorporated Ranalo Foods Limited in 1997 during their marriage, with each holding equal shares and serving as directors. Ms Osewe claimed that after their separation, Mr Osewe excluded her from management, failed to convene annual general meetings, opened bank accounts without board approval, and exposed the company to tax liabilities.

She also sought the appointment of independent auditors to examine the company's affairs since 2018, including all financial transactions, and orders compelling Mr Osewe to release all financial records.

However, Mr Osewe painted a different picture. He told the court that he had suffered a near-fatal shooting in 2016 that left him with 100 percent permanent disability, forcing him to delegate day-to-day operations to their children. Medical records showed he had weakness in his trunk and lower limbs, and he underwent spine surgery in 2024 related to the gunshot injuries.

Mr Osewe denied excluding his ex-wife from company affairs, stating she remained a director and signatory who had been consulted on key decisions, including lease renewals. He also revealed that he had filed a criminal complaint against Ms Osewe in September 2024 regarding alleged fraudulent activities in a related company, Ranalo Foods Dala Limited.

Justice Mwangi found significant gaps in Ms Osewe's case. The judge noted that despite claiming exclusion, Ms Osewe had managed to obtain company documents, including KRA notices, Safaricom transaction receipts, and customer receipts as recent as 2025. The court also observed that in 2023, both directors had jointly entered into a lease agreement for company property without any evidence of coercion or hostility.

The judge questioned why Ms Osewe, as an equal shareholder and director, had not convened statutory meetings herself if she believed they were necessary. Justice Mwangi also noted that the first time Ms Osewe formally raised her concerns was in a letter dated December 13, 2024, approximately three months after Mr Osewe's criminal complaint against her.

When Mr Osewe's lawyers responded four days later, suggesting an amicable meeting to discuss company matters, neither Ms Osewe nor her lawyers replied. The court found this timing suspicious, suggesting the legal action might have been a reaction to the criminal complaint rather than genuine concerns about company management.

On the request to be made a mandatory joint signatory, Justice Mwangi held that such orders amount to mandatory injunctions that should only be granted sparingly and in exceptional circumstances. The judge ruled that granting this relief would interfere with the internal management of the company and effectively determine key issues before the main suit is heard.

Regarding the appointment of independent auditors, the court said such drastic remedies under the Companies Act require clear evidence of fraud, oppression, or mismanagement. Justice Mwangi found that Ms Osewe had not demonstrated financial impropriety or statutory non-compliance sufficient to warrant such intervention at this stage.

The judge also dismissed the request for mandatory disclosure of financial records, noting that while directors have statutory rights to access company information, Ms Osewe had not shown she was denied access or that she had exhausted internal mechanisms for obtaining such information.

In her ruling delivered on January 30, 2026, Justice Mwangi dismissed the entire application with costs awarded to Mr Osewe. The decision means Ms Osewe will have to wait for the main case to be heard to pursue her grievances against her ex-husband and the company they built together.

For now, the status quo remains, with Mr Osewe continuing to manage the restaurant business that traces its origins to 1977, long before Ms Osewe joined as a shareholder in 1997. Whether the main suit will ultimately vindicate Ms Osewe's claims of exclusion and mismanagement remains to be seen.