RDB Real Estate Construction Ltd's FY2024-25 annual report shows a clean audit opinion but masks several governance and disclosure issues. The company's own filings contradict each other on related-party transactions, promoter voting power jumped from 60.67% to 84.43%, and the consolidated entity reported a ₹23 crore loss against a ₹7 crore standalone profit.
Key findings
- Related-party dealings show repeated compliance failures
Major- A subsidiary provided a loan without member approval, violating Section 185 of the Companies Act, 2013. The secretarial auditor found no disclosure was made to stock exchanges regarding a corporate guarantee to RDB Anekant LLP. The Board's Report stated no material RPTs existed, yet the same year's AGM notice sought approval for loans to two related parties totaling ₹65 crores. - Promoter conduct shows repeated governance lapses
Major- A director was appointed without member approval, violating Sections 152 and 161 of the Companies Act. Executive directors served without approved remuneration terms. A revised SAST disclosure was filed on 2 June 2026 after an exchange-flagged discrepancy, showing promoter voting power rose from 60.67% to 84.43%. - The group's subsidiary web is expanding and inconsistently disclosed
Major- The secretarial auditor reported that Gupta Infrastructure (India) Private Limited was not identified as a material subsidiary despite exceeding the 10% threshold. The FY2024-25 Board's Report stated seven subsidiaries in one section and eight in another. Two new subsidiaries were added during FY2025-26. - NCLT sanctioned demerger effective 01.10.2022
Major- An NCLT order dated 21 May 2024 sanctioned a demerger with effect from 01.10.2022. The certified order copy was received on 19.07.2024. The company revised its audited financial statements on 31 August 2024 after considering the demerger effect. Consolidated PAT was ₹-22.67cr versus standalone PAT of ₹7.38cr. - Statutory auditor resigned mid-year and was replaced via casual vacancy
Major- M/s Vineet Kehtan & Associates resigned during FY2024-25; M/s L B Jha & Co. was appointed on 1 October 2024. The auditor's report notes that concerns raised by the outgoing auditor were taken into consideration. The company also rotated its internal and secretarial auditors on 29 May 2025. - RDB has layered on substantial corporate guarantees for group entities
Major- Consolidated guarantees to group entities reached ₹435 crores in FY2024-25. This includes a ₹170 crore guarantee for Gupta Infrastructur (India) Private Limited approved on 11 February 2025 and a ₹40 crore guarantee for RDB Anekant LLP approved on 14 February 2025.
Bottom line: The audit opinion is clean, but the company's own filings contradict each other on related-party transactions, and the consolidated entity lost ₹22.67 crores while the parent reported a ₹7.38 crore profit. Promoter voting power rose to 84.43% through preferential allotments, and consolidated guarantees to group entities reached ₹435 crores. Watch whether the 8th AGM renews RPT limits and approves the director's re-appointment.