Summary

  • On 24 June 2026, NRS asked AFRINIC voting members to reject Ordinary Resolutions III through VI at the next day’s AGMM and supplied objection text designed to force the objection and individual votes into the meeting record. It also demanded disclosure and forensic examination of the legal-cost and authority trail.
  • The C&A Law engagement did not state a proved USD 2,000 combined hourly charge. It stated one USD 1,000-per-hour professional-fee rate, expressly including Anwar Moollan SC’s professional fees, with 15% VAT and disbursements added separately. At least two C&A members were to be available and involved, but that staffing clause does not prove separate simultaneous billing.
  • Accountability must respect the chronology. A quorate Board retained the legal team and delegated litigation authority to then-CEO Eddy Mabano Kayihura on 23 August 2021. Kayihura accepted the engagement as CEO in October, and the Board approved C&A invoices in October 2021 and January 2022. The established legal break came later: 2024 SCJ 473 held that the old delegation did not authorise the identified March and September 2023 proceedings after Kayihura ceased to be CEO on 4 November 2022.
  • AFRINIC disclosed USD 3,289,408 in total legal costs for 2022–2025, including USD 2,148,059 attributed to C&A Law in 2022 and 2023. A further USD 633,807 in total legal fees was recognised for 2021 without a located firm-level C&A split. These are accounting disclosures, not proof that every amount was paid in cash, reasonable, or authorised transaction by transaction.
  • The 2026 AGMM notice proposed approval of the 2022–2025 financial statements and related reports. No official final result or signed minutes for Resolutions III through VI were located by the evidence cutoff. Auditing, recognising, receiving, noting, adopting or approving accounts can establish what the institution recorded and what members did with the statements; none of the located instruments says those verbs retrospectively manufacture a missing instruction to litigate or a missing approval for a particular invoice or payment.

A meeting-eve intervention with four measurable demands

NRS did not issue a general lament on 24 June 2026. It intervened in a specific decision process with a specific deadline. AFRINIC had noticed an Annual General Members’ Meeting for 25 June in Nairobi. Ordinary Resolutions III, IV, V and VI asked members to approve audited financial statements and directors’ and auditors’ reports for the financial years 2022, 2023, 2024 and 2025. One day before that meeting, NRS told voting members to vote against all four.

The distinction matters because a call to vote is neither a court order nor an institutional veto. NRS could advocate, research, convene and act for members that expressly authorised it. It could not operate AFRINIC’s registry, direct RPKI, alter WHOIS or RDAP, appoint directors, instruct counsel for the company, control the Receiver, decide an appeal, certify the poll or preserve operational continuity. Its lever was the member franchise.

Its evidence of impact would therefore have to be found in member action and in the official record: who objected, how the votes were counted, whether the objection was tabled, and what the signed minutes eventually said.

The alert’s design reflected that limitation. It paired the four requested “no” votes with a formal-objection template. The requested record was not merely that some members were unhappy. The template sought the inclusion of the objection and each vote in the minutes, creating a trail that could later be compared with the poll denominator, the resolution wording and any subsequent institutional account. It also sought the documents needed to test the legal expenditure rather than treating a single aggregate as a conclusion: invoices, authority and independent forensic scrutiny.

That is a stronger intervention than a slogan because it can fail in observable ways. Members might decline to use it. The resolutions might pass. The objection might be submitted but omitted from the final minutes. A minute might record a generic objection but not the votes. Or the alert might prompt a rejection, a deferral or a documentary review. Each possibility leaves a different governance record. By the evidence cutoff, however, the final official vote totals and signed AGMM minutes had not been located. It is therefore not responsible to write the ending into the story.

Resolutions III through VI cannot be reported here as either passed or failed.

Nor can the legality of the current Board be treated as settled merely because AFRINIC described directors in its documents. The April 2026 draft SGMM record presented eight people as directors: Emmanuel Adewale Adedokun, Adewole David Ajao, Fiona Makokha Asonga, Abelaziz Hilali, Laurent Kayemba Ntumba, Benjamin Mark Roberts, Carla Sofia Fernandes Sanderson and Kaleem Ahmed Usmani. NRS disputes the lawfulness and continuity of the 2025–2026 Board. The sealed evidence contains no final judicial determination of that present dispute, of the Board’s quorum, or of the validity of the June AGMM and its resolutions.

The accurate formulation is that current authority is contested, not adjudicated.

What the four resolutions could do—and what they could not do by wording alone

The meeting notice placed the 2022–2025 accounts before members. That is recognisable annual-meeting business. Section 115 of the Mauritius Companies Act describes the consideration and adoption or approval of financial statements, receipt of the auditor’s report and consideration of the annual report as ordinary business. If statements are not approved at the annual meeting, the provision contemplates a further special meeting called by the Board at which they are presented.

These are consequential corporate acts. Financial statements matter to members, creditors, auditors, managers and counterparties. A member can rationally vote to approve a set of accounts because the statements fairly present the institution’s financial position, even while criticising the spending choices recorded within them. Conversely, a member can oppose approval because material uncertainty, inadequate disclosure or unresolved governance questions make the presentation unacceptable. An accounts vote is not automatically a referendum on every underlying management act.

That point cuts both ways. Opponents should not misstate an approval vote as a confession that every expense was unlawful. Institutional actors should not misstate the same vote as a plenary absolution. The legal scope of the resolution follows its text and the governing corporate framework. Nothing in the located section 115 language says that approving financial statements retroactively appoints a chief executive, establishes Board quorum, validates an instruction to lawyers, approves each line of a redacted invoice or supplies the authority missing when a particular proceeding was filed.

The auditor’s role is equally important and equally bounded. Section 205 frames the audit report around the work performed, the scope and any limitations, the information and records obtained, statutory and accounting compliance, and whether the statements give a true and fair view. An audit provides serious evidence about the accounts. It does not turn the auditor into a court deciding litigation locus, a Board approving a retainer, a client issuing legal instructions, or a disciplinary tribunal ruling on professional conduct.

The statement “this cost was recognised in audited accounts” and the statement “this lawyer was lawfully instructed for this act” answer different questions.

The same care is required with the verbs that appeared around AFRINIC’s earlier accounts. The official notice for the April 2026 Special General Members’ Meeting said the 2021 statements were to be received and noted and that approval was not required in that procedural setting. Draft minutes subsequently recorded a 99%-to-1% vote for a resolution to receive, note and adopt the statements. That draft itself remained subject to later proposed approval of its minutes. “Audited,” “recognised,” “received,” “noted,” “adopted” and “approved” are not empty words, but neither are they interchangeable magic formulas.

They show stages in financial reporting and member treatment. Without a separate instrument, they do not disclose who instructed each legal task, who checked each time entry, who authorised each payment or what mandate existed on the relevant date.

The contract says USD 1,000 an hour, once

The fee dispute needs its own correction because an exaggerated rate would weaken rather than strengthen the accountability case. The located C&A Law letter is a seven-page scanned document dated 20 October 2021, stamped as received by AFRINIC on 21 October, and accepted by Eddy Mabano Kayihura in his written capacity as CEO on 25 October. Parhveena Gokhool signed for C&A Law. The firm said it would work with Anwar Moollan SC of the Chambers of Sir Hamid Moollan QC.

The letter states one professional-fee rate: USD 1,000 per hour. It expressly says the professional fees of Anwar Moollan SC are included. The rate is exclusive of 15% VAT and exclusive of disbursements. The document also says that at least two C&A members are to be made available and directly and continuously involved on an assignment. That staffing requirement does not say that each of those people attracts a separate USD 1,000 charge. It does not prove that two timekeepers worked every clock hour, that their time was billed simultaneously, or that the operative combined rate was USD 2,000 per hour.

A hypothetical can illustrate the danger, but it cannot be promoted into a contractual fact. If two people were separately and simultaneously billed at USD 1,000 each, the base cost for that clock hour would be USD 2,000 and, with 15% VAT before disbursements, USD 2,300. Yet the engagement itself does not establish that billing construction. The hard fact remains a unified stated professional-fee rate of USD 1,000 an hour, inclusive of the senior counsel’s professional fees.

The contract’s real economics are already substantial without doubling them. One billed professional hour produces USD 1,000 in fees and USD 150 in VAT, or USD 1,150 before disbursements. Eight hours yield USD 8,000 in fees and USD 1,200 in VAT, or USD 9,200 before disbursements. One hundred hours yield USD 100,000 in fees and USD 15,000 in VAT, or USD 115,000 before disbursements. Those examples are arithmetic, not a reconstruction of any invoice.

Disbursements widen the possible total. The firm was authorised to incur items it considered appropriate, including communications, travel, parking, copying, fax, courier, postage, binders, printing, transcripts, expert opinions, searches, registrations and research. The located letter states no monetary cap on that list. Fees, disbursements and expenses were payable within 30 days of invoice. Its termination provisions addressed fees, costs and VAT incurred, and it asserted a lien over papers or assets pending payment. The agreement was governed by Mauritian law.

The document listed 12 matters across Afri Holdings, several Cloud Innovation proceedings, Logic Web and a CCM complaint, along with drafting, filing, conferences, defence of company interests, ad hoc assistance and new cases. Twelve listed matters do not prove twelve separately billed retainers. Nor does the list answer whether every later task was within a valid instruction. It identifies the contemplated work; the transaction ledger must still show who activated the work, when, under what authority and at what cost.

The 2021 authority chain cannot honestly be erased

The strongest contrary case to NRS’s implied concern begins before the engagement letter. On 23 August 2021, a then-quorate AFRINIC Board adopted Resolution 202108.630. The resolution retained the named legal team for the AFRINIC and Cloud Innovation cases and authorised Kayihura, then CEO, to instruct counsel and attorneys for ongoing and potential litigation. This was not merely a contact field in a database or an unexplained signature. It was contemporaneous Board evidence of retention and delegation.

In September and October 2021, the Board allocated USD 85,000 from contingency for specified legal invoices and subsequent legal fees. That allocation is not a reconciliation to the much larger C&A totals later disclosed, but it is part of the early authority and budget record. Then came the engagement letter and Kayihura’s acceptance as CEO on 25 October.

Two days later, on 27 October, published Board minutes recorded approval of payment for C&A invoice PRI10581. The amount was redacted. The chair declared a conflict and abstained because the invoice included fees relating to the case against the chair. The redaction prevents amount-level reconciliation, and the conflict disclosure invites close attention to process. Still, the approval exists. Any claim that the Board never approved a C&A payment would be false.

On 27 December 2021, Board minutes noted legal-fee invoices and a request that the CEO circulate legal-firm contracts. On 26 January 2022, the Board approved redacted C&A invoices by a resolution passed with eight yes votes. The chair also asked the CEO to share the C&A agreement with the Board. That request may raise an oversight question: why did the Board need to ask for a contract tied to invoices it was considering? But it does not erase the vote. The identifiers and amounts are obscured; approval as an institutional act is not.

This early chain supports a sober defence. AFRINIC faced large litigation and asset-preservation risks. A quorate Board could reasonably conclude that specialist representation was required. It retained a team, gave its serving chief executive broad litigation authority, and approved particular invoices. Later audited statements recognised expenditure. General meetings are expected to consider financial statements. Members may therefore believe that accurate accounts should be approved even if the underlying management choices deserve criticism.

That case is meaningful. It proves that the October 2021 engagement was not simply a document conjured without any located corporate predicate, and that invoice approval occurred in late 2021 and early 2022. It also demonstrates why the 24 June challenge should focus on missing reconciliation rather than on an absolutist allegation that no authority ever existed.

What the defence does not prove is just as important. The redacted approvals do not reconcile to the USD 2,148,059 attributed to C&A Law for 2022 and 2023. They do not show every invoice, timekeeper, task, VAT line, disbursement, payment date or payment authoriser. They do not demonstrate that hours and outlays were reasonable. And a delegation to a named officeholder is not immortal. Its continued operation depends on the office, the terms of the delegation and the authority conditions that exist when a later act is taken.

The authority break after 4 November 2022

The chronology changed in 2022. AFRINIC’s later consolidated report described the loss of Board quorum after court orders from June onward. Kayihura ceased to be CEO on 4 November 2022. According to the 2024 Court of Civil Appeal judgment and AFRINIC’s consolidated account, no CEO existed thereafter. The ordinary corporate path by which a quorate Board could act and a serving chief executive could use delegated power was therefore broken.

That break did not rewrite 2021. It created a new authority question for each later act. A valid prior delegation might cover some conduct while its conditions still held. A court order might authorise a step. A Receiver might act within an express mandate. A newly lawful and quorate Board or serving CEO might instruct. But the source must be identified for the act and date in question. Institutional continuity as a practical goal is not itself an instruction.

The Court of Civil Appeal supplied a direct answer for the proceedings before it in African Network Information Centre (AfriNIC) Ltd v Cloud Innovation Ltd & Anor, 2024 SCJ 473. The relevant application and appeal chain arose in March and September 2023, when AFRINIC had no serving CEO. The Court accepted that Kayihura could instruct lawyers under the 23 August 2021 resolution while he remained chief executive. Once he ceased to hold that office, however, there was no CEO to mandate lawyers using that delegation.

The Court held that Benjamin Eshun lacked power or authority to cause the appeal and that Moollan and Manon Mardemootoo lacked locus to lodge and appear in it. On 15 October 2024, it restored the receivership order and accelerated the Board-election process.

That is a powerful legal finding, and precision makes it more powerful. For the identified 2023 proceedings, the authority and locus failure was not merely an allegation. The Court established it. Yet the judgment was not a universal declaration that the October 2021 engagement letter was void. It did not rule that every service performed from 2021 onward was unauthorised, or that every invoice was unlawful. It did not decide the amount, composition or payment status of each bill. Expanding the holding beyond its act-and-period boundary would replace evidence with rhetoric.

The appropriate public test is consequently segmented. For work undertaken while Kayihura was CEO, the 2021 Board resolution and the scope of his instructions are central. For each approved invoice in October 2021 and January 2022, the resolutions matter, though the redactions obstruct reconciliation. For the March and September 2023 proceedings, the Court found the claimed chain insufficient. For other work after 4 November 2022, the public file needs a separate authority source rather than an assumption based on institutional necessity.

The Receiver’s preservation mandate does not answer every spending question

The Supreme Court appointed the Official Receiver on 12 September 2023 with a court-described mandate focused on preserving AFRINIC’s assets and business value, conducting elections to reconstitute the Board and enabling the appointment of a chief executive. In February 2025, Gowtamsingh Dabee was appointed Receiver to replace the Official Receiver, according to his later communiqué.

Receivership helps explain how an institution without ordinary governance organs could preserve continuity and move toward elections. It does not permit the analyst to invent powers that have not been located. The sealed record contains no instrument expressly showing the Receiver approving each disputed historic C&A invoice. Nor does it show an instrument saying that the Receiver could convert a later accounts vote into retroactive authority for a prior litigation instruction.

That absence is not proof that no relevant Receiver instruction exists. It is a disclosure gap. If an actor relies on a Receiver’s direction for a post-CEO task, the useful evidence is the written direction, the court order supporting it, its date, its scope and the invoice or proceeding it covers. The same transaction-level discipline should apply to any claim that preservation required a particular legal expense. Preservation describes a purpose; authority still needs an instrument.

The Receiver’s role must also remain distinct from the members’ role. Members can vote on noticed business. They cannot silently expand a court appointment. The Receiver can act within the court-defined mandate. The Receiver does not become a private legislature by participating in a meeting or describing a governance path. And NRS cannot substitute its interpretation for the court order. Each actor’s legitimacy depends on remaining within its own control surface.

What the published cost ledger establishes

AFRINIC’s financial publications disclose a striking sequence of legal costs. Total legal fees were USD 633,807 in 2021. They rose to USD 1,250,527 in 2022 and stood at USD 1,133,630 in 2023. They fell to USD 27,322 in 2024 before rising to USD 877,929 in 2025. Across 2022–2025, the total is USD 3,289,408. Adding 2021 produces USD 3,923,215 for 2021–2025.

The firm-level disclosures attribute USD 1,083,750 to C&A Law in 2022 and USD 1,064,309 in 2023, a combined USD 2,148,059. The remaining named or described legal fees in those two years were USD 166,777 and USD 69,321 respectively. No located firm-level split identifies how much, if any, of the USD 633,807 recognised for 2021 was attributable to C&A.

NRS compared a stated 2022 legal budget of USD 140,000 with total reported 2022 legal fees of USD 1,250,527. The recognised expenditure is about 8.9 times the budget figure. This is a useful variance signal, not a verdict. It does not by itself show whether a budget amendment existed, whether costs were unavoidable, whether the accounting line includes VAT or disbursements, whether the figure was accrued or paid, or whether the legal treatment of the variance was proper.

The C&A totals can also be translated into scenarios, but not findings. If the entire USD 1,083,750 attributed in 2022 consisted solely of net professional fees at USD 1,000 per hour, it would represent 1,083.75 hours. If it consisted solely of professional fees grossed up by 15% VAT, before disbursements, it would represent about 942.39 base-fee hours. Applying the same alternatives to USD 1,064,309 for 2023 produces 1,064.309 net-fee hours or about 925.49 base-fee hours if the total were entirely fee plus VAT.

Across both years, the equivalent scenarios are 2,148.059 hours on a pure net-fee basis or about 1,867.88 base-fee hours on a fee-plus-VAT basis.

None of those conversions reconstructs the bill. The disclosures do not reveal whether the reported numbers were gross or net of VAT, whether disbursements were included, whether some amounts related to earlier work, or whether accounting timing differed from invoice and cash timing. Converting an amount into hours under simplified assumptions is an analytical range. It is not evidence of the hours actually recorded.

Expense recognition is not cash-payment proof

The language used for the cost ledger must remain accounting language unless payment records are produced. The figures were disclosed, reported or recognised. An expense line can include an accrual: a cost assigned to a period even though cash moved at another time. It can aggregate several invoices or components. It may include or exclude tax and outlays depending on the accounting treatment. It does not, standing alone, provide a bank date, payee instruction, payment approver or proof that the entire amount left AFRINIC’s account.

The missing file is therefore more detailed than a table of annual totals. It includes a complete 2021–2025 invoice register, invoice dates and identifiers, timekeeper names, task narratives, recorded time, the instruction source for each task, fee calculations, VAT treatment, disbursement receipts, approval dates, conflicts, bank-payment dates and payment authorisers. It would connect the redacted 2021 and 2022 Board votes to the later financial disclosures and distinguish authorised work from work requiring another source of power.

This is the heart of the NRS intervention. An annual figure can alert members to scale. It cannot answer the authority question that changes on 4 November 2022. An audit can test records and presentation. It cannot substitute for the corporate principal that a lawyer required. A meeting can approve statements. It cannot retroactively occupy a vacant chief-executive office on the date of a 2023 instruction.

The public record also does not support accusations of corruption, fraud, criminal enrichment or professional misconduct as established fact. NRS and BTW have published allegations and criticism, but no independent finding of those offences or breaches is contained in the sealed evidence. A chair’s declared conflict and abstention in October 2021 are relevant process evidence; they are not an adjudication of misconduct. Invoice opacity justifies forensic demands. It does not license a conviction by inference.

Registration, appearance and actual authority

The dispute over AFRINIC’s current governance adds another temptation to confuse recordkeeping with adjudication. Section 142 of the Companies Act describes the Board delivering notice of director or secretary changes to the Registrar for registration. A register entry is evidence that a notice was filed and an asserted change was recorded. The section does not phrase registration as a judicial ruling that every underlying appointment condition was satisfied.

Section 141, meanwhile, provides that a director’s acts can remain valid despite a defective appointment or lack of qualification. NRS’s reasoned position is that this provision does not create a Board or quorum, extend an expired term, terminate receivership or ratify years of spending. That argument may be tested, but the sealed record contains no final court ruling resolving the present Board dispute. Neither side should transform a filing rule or a saving provision into a judgment that has not occurred.

Appearance and authority are different categories. A name can appear in a company register. A person can be presented as a director in draft minutes. An institution can publish an AGMM notice. Those facts prove the appearance, record or institutional act. Whether the underlying appointment, quorum and meeting authority were lawful may require constitutive documents, resolutions, court orders and ultimately adjudication. The correct report is not that current appointments are valid because they are listed, nor that they are invalid because NRS contests them.

It is that the current Board’s validity is contested and remains unresolved in the sealed record.

Why this matters to AFRINIC members and network operators

AFRINIC’s essential registry functions depend on reliable administration: coordinating unique number-resource records, publishing operational and contact information, maintaining security metadata, recording transfers, isolating disputes and preserving continuity. Those functions can affect balance sheets, routing plans, customer commitments and asset value across the region. Litigation costs and governance breakdowns are therefore not merely internal political theatre. They can consume resources and attention that support operational trust.

But operational importance cannot be used as a blank cheque. The more consequential the registry’s control becomes, the more precisely authority should be documented. A private nonprofit’s database position does not confer sovereign power. A claim that litigation was necessary does not identify the person authorised to instruct it. A claim that legal costs were audited does not show that every instruction was valid. A claim that members approved accounts does not adjudicate the legality or reasonableness of each underlying act.

For members, the basic accountability mechanism is practical. Demand the final poll totals and denominator. Demand the signed minutes and the exact text of objections. Ask for the invoice-and-authority reconciliation rather than a narrative assurance. Separate the period when a quorate Board and serving CEO existed from the period after the governance organs failed. Preserve the early approvals as counter-evidence. Apply the Court’s later finding exactly where it applies. Then leave genuinely unresolved matters marked as unresolved.

For operators and institutional supporters, the same discipline reduces risk. The NRO Executive Council, according to the consolidated report, resolved in 2022 to contribute USD 250,000 to AFRINIC legal-representation expenses. Funding or political support may help an institution survive a crisis, but it does not create AFRINIC corporate authority. A supporter that values continuity should also value a file showing why each major legal cost was commissioned, who approved it and how it reconciled to the accounts.

For lawyers, auditors, the company secretary and the Receiver, transparency protects legitimate work as well as exposing weak controls. A complete authority file would distinguish services properly instructed in 2021 from proceedings that later failed the Court’s authority test. Detailed time and disbursement records could validate reasonable charges rather than leaving all work under a cloud created by aggregation. Signed minutes could establish what members actually did rather than inviting competing stories.

The defensible conclusion before the missing minutes arrive

NRS’s 24 June alert deserves attention because it converted a broad legitimacy dispute into an immediate set of member controls. It named four resolutions. It asked for four negative votes. It supplied language meant for the minutes. It demanded the evidence that annual accounts do not contain. That is a legitimate form of stakeholder pressure, bounded by the fact that NRS itself neither runs the registry nor decides the law.

The evidence supports strong accountability, not indiscriminate condemnation. The engagement letter states one inclusive USD 1,000 professional-fee rate, not a proved USD 2,000 combined rate. A quorate Board retained the team and delegated Kayihura in August 2021. Kayihura signed as CEO. The Board approved a specific C&A invoice in October 2021 and further redacted invoices in January 2022. Those facts must remain in the account.

The evidence also establishes a real authority failure after the governance chain broke. For the March and September 2023 proceedings examined in 2024 SCJ 473, the Court held that the former CEO’s delegation no longer supplied authority, Eshun lacked power to cause the appeal, and the lawyers lacked locus. The annual disclosures show large recognised costs, including USD 2,148,059 attributed to C&A across 2022 and 2023, but they do not show transaction-level authority, invoice composition or cash payment.

That leaves the 2026 vote as an accountability checkpoint, not a known ending. The final totals and signed minutes were not located. The current Board’s authority is contested, not judicially resolved in this record. The invoice ledger remains incomplete. Members may approve accurate accounts without endorsing every past decision, but no accounting verb identified in the evidence turns financial-reporting ceremony into retroactive corporate mandate. Until the missing file is produced, the expenditure can be accounted for without the governance question being closed.