Banks DIH to appeal court ruling on shareholders cap vote at AGM

Release from Banks DIH Holdings Inc. (“BDIHHI”) in Response to the Judgment of Mr. Justice Sandil Kissoon Restraining the Voting of Shareholders on the 15% Limitation By-law at the Annual General Meeting (“AGM”) on 31st January, 2026

Justice Kissoon’s Decision is Plainly Wrong

1. On Friday 30th January, 2026, the Honourable Mr. Justice Kissoon made a sweeping Order restraining BDIHHI from having its shareholders vote on whether or not to confirm the amendment to By-law 8 to impose a 15% limitation on the amount of shares which could be held by any one person.

2. The Application was made by Guyana Americas Merchant Bank Inc. (“GAMBI”) and Beharry Stockbrokers Limited (“BSL”) for the injunction. It was supported by the Joint Affidavit of Richard Isava, Managing Director of GAMBI and Ashmini Mandata, Manager of BSL. It is very important to note the dates and how this matter progressed. In that regard:

i. The Application was filed on 27th January, 2026 with multiple exhibits. An Order for the hearing of the matter was made one day later on 28th January, 2026 for BDIHHI to appear.

ii. The Corporate Secretary, Mrs. Kavorn Kyte-Williams of BDIHHI was never given an opportunity to file an Affidavit in Opposition to the Application. Accordingly, BDIHHI was never given the opportunity to address the legal issues in detail as was to be expected in a Court of law.

3. The main issue in the case required consideration of documents which made up the constitution of BDIHHI which was only incorporated some 3 years ago on 18th January, 2023. Those documents are the Articles of Incorporation and By-Laws.

4. In a lengthy Judgement read for almost half an hour, the learned Judge repeatedly stated that the proposed vote by shareholders at its AGM would be illegal, ultra vires and not permitted by the document the learned Judge referred to as the ARTICLES OF ASSOCIATION. However, there is no such document in the constitution of BDIHHI.

5. BDIHHI considers that the Judgment of the Honourable Judge was plainly wrong, particularly in relying on:

i. ARTICLES OF ASSOCIATION, which do not exist in the constitution of BDIHHI;

ii. Failing to give an opportunity to BDIHHI’s Corporate Secretary to file an Affidavit in Opposition which is one of the essential hallmarks of any system of justice.

6. BDIHHI proposes to appeal this matter to the Full Court for the discharge of the injunction.