The Bangladesh Securities and Exchange Commission (BSEC) has ordered a formal enquiry into Robi Axiata, the country’s second-largest mobile network operator, over alleged financial irregularities, governance concerns and disclosure failures.
The decision was taken in the last week of March, when the Commission exercised its statutory authority to launch an investigation and appoint a dedicated enquiry team.
BSEC director and spokesman Abul Kalam told TBS that the investigation committee was formed based on specific complaints received by the regulator. He said the complaints involve possible financial irregularities and violations of laws and regulations.
The committee will closely examine financial records, compliance with securities rules, corporate governance practices, and whether any material information was concealed or misreported, Kalam said.
He added that the purpose of the investigation is to verify the facts and recommend appropriate actions based on the findings.
Shahed Alam, chief corporate and regulatory officer of Robi Axiata, said, “We are conducting all our activities in full compliance with applicable laws and regulations and will provide all necessary support to the relevant regulatory authority.”
On Sunday, the company’s share price fell 2.40% to Tk28.50 on the DSE.
Probe committee
In an official order, BSEC said the enquiry will focus on issues outlined in the Terms of Reference, including accounting treatment, related-party transactions, corporate governance practices, and compliance with disclosure requirements during the financial years 2021 and 2022.
The three-member enquiry committee, comprises Md Rafiqunnabi, deputy director of BSEC; Tanmoy Kumar Ghosh, assistant director of BSEC; and Gias Uddin, manager of the Dhaka Stock Exchange.
The committee has been instructed to complete the enquiry and submit its report within 60 working days from the date of the order.
Accounting and management review
One of the central areas of investigation involves alleged accounting irregularities, specifically claims of “masking”, where operating expenditures were reportedly misclassified as capital expenditures in FY21 and FY22.
The regulator will examine the scale of such misclassifications, identify potential beneficiaries, and assess the overall financial impact on the company’s reported performance.
The inquiry will also assess the involvement of senior management, including the chief executive officer, chief financial officer and the board audit committee, to determine whether these practices were approved, ignored or concealed.
Related-party transactions, governance
Another key focus area is conflicts of interest and related-party transactions. The BSEC will examine the dual role of Thayaparan S Sangarapillai, who served as chairman of Robi Axiata while also acting as an independent director of EDOTCO Group Sdn Bhd from 2016 to 2025.
All transactions between Robi Axiata and EDOTCO, including lease agreements, infrastructure-sharing arrangements and any share transfers, will be reviewed to determine whether they were conducted at arm’s length or resulted in any value leakage to Axiata Group Berhad or its affiliates.
Corporate governance issues are also under scrutiny. The inquiry will investigate the resignations of independent directors Akhtar Sanjida Kasem and Kamran Bakr, who reportedly stepped down citing “undue interference” in board affairs.
The regulator will also review the fairness and independence of an internal inquiry process chaired by Sangarapillai, particularly in light of previous allegations against him.
The investigation will assess whether principles of natural justice, impartiality and shareholder protection were properly upheld.
Disclosure and shareholder concerns
In addition, the Commission will examine Robi Axiata’s annual reports for 2021 and 2022 to determine whether there were any omissions of material information.
Compliance relating to the disclosure of material non-operating income and expenses, as well as transparency in related-party transactions, will also be reviewed.
Shareholder concerns raised at the company’s last annual general meeting will be part of the enquiry, particularly issues related to expenses on legal proceedings and forensic audit costs, as well as the company’s alleged lack of response to investor queries.
Financial performance
Robi Axiata posted a net profit of Tk937 crore in 2025, its first annual profit since listing on the stock exchange five years ago. The earnings represent a 33.3% year-on-year increase compared to 2024.
Riding on improved profitability, the board recommended a 17.5% cash dividend, or Tk1.75 per share, the highest since its market debut in 2020.
The proposed payout accounts for 97.8% of the company’s total profit for the year. In 2024, Robi Axiata declared a 15% cash dividend.
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