On June 30, 2026, Adani Ports and Special Economic Zone Limited (APSEZ) announced that it was selling 49% of its stake in its subsidiary Adani Vizhinjam Port Private Limited (AVPPL), which runs the Vizhinjam port in Thiruvananthapuram, Kerala. According to the press releases, the buyer of the stake is the Mediterranean Shipping Company (MSC), the world’s largest container shipping company. But if you read the fine print, the real buyer is a company called Mundi Limited, registered in Cyprus. Mundi Limited’s directors are professional caretakers in the city of Limassol and the names of its owners do not appear in any public record in India.,The news headlines called it a $ 2.85 billion deal – about Rs 27,500 crore – and the “largest foreign investment in an Indian port.” The government of Kerala, by its own admission, first learnt of it on the news.These events should trouble every Kerala resident because Vizhinjam is not Adani’s port in any honest sense of the word. It is Kerala’s port. The public paid for most of it. Adani’s response may be that no port is being sold, only shares in a company that holds the right to operate it until 2060. It is precisely so; what is being traded over Kerala’s head is the income of a public asset for decades to come. Yet under the agreement signed in 2015, the public was promised almost nothing in return. It is this bonanza of 2015 that the present deal is designed to cash in.A port built with public money, promised away for Rs 1 a yearAt the outset, it should be clear that the Vizhinjam port is a genuine national asset. The case for building it was always sound. The port is already drawing transshipment business to the Indian coast that Colombo once monopolised. Nothing in what follows in this article is an argument against the port. The question is a different one: who captures the value that a public investment of this scale creates?Let us return to August 2015. The Vizhinjam port project was, for years, called commercially unviable. It was said that no private company would touch it without offers of extraordinary sweeteners. On that premise, the United Democratic Front (UDF) government of Oommen Chandy, along with the United Progressive Alliance government in New Delhi, signed a concession agreement with the Adani group that contained one of the most generous concessions ever offered by an Indian state.Consider what Kerala gave. The state ended up bearing roughly 70% of the cost of the Phase 1 i.e., the phase that built the port that exists today. But in Phase 2 that is to begin now, the capital cost falls on the concessionaire. In Phase 1, the government of Kerala spent about Rs 5,500 crore from its own budget for the breakwater, land and connected works, and has committed another Rs 1,500 crore for the rail link. These are in addition to the state government’s share of the viability gap subsidy. Consider what Kerala received in return. The 2015 agreement fixed the concession i.e., Adani’s right to run the port and keep its earnings, for four decades. Originally 40 years to 2055, this period was stretched to 2060 in 2024 as part of a settlement that condoned Adani’s five-year delay in construction. The “concession fee” payable to the state was set, in black and white, at Re 1 a year. A share of revenue was promised only from December 2034 i.e., 19 years after the agreement was signed. Even then, the share of revenue will start at just 1%, and will rise by one percentage point a year. If the port is handed back to the government of Kerala in 2060, Kerala’s share in the port’s revenue would have crept up to just over 25% in the final year. But the average for the period between 2015 and 2060 will be far less. If we put all of Kerala’s future receipts under this schedule into today’s money, they are worth roughly Rs 1,200 crore – against about Rs 7,000 crore of public expenditure.The Comptroller and Auditor General (CAG) had examined the 2015 contract and found it heavily loaded in the concessionaire’s favour. The one serious correction came later: in 2024, the state government’s fresh settlement with Adani forced the port’s Phase 2 to be completed by 2028 itself. The original obligation was to complete Phase 2 by the earlier of 30 years (2045) or five years after the port ran above 75% capacity for three consecutive years. That fresh settlement of 2024 also refused to postpone the date of revenue-sharing beyond 2034 despite giving Adani five extra years to finish construction. That episode proved something important – that the 2015 agreement can be reopened if and when a government has the will.A Malta-flagged container ship MSC Trieste arrives at Vizhinjam International Seaport, in Thiruvananthapuram, Kerala, Friday, July 10, 2026. Photo: PTI.What is actually being sold in 2026, and what is notLet us now come to the June 2026 transaction. The bombastic headline numbers evaporate on a closer analysis. Adani’s own filing with the Bombay Stock Exchange (BSE) provides a valuation of AVPPL at “$ 2.85 billion” or Rs 27,431 crore (assuming 1 US $ = Rs 96.249). Terminal Investment Limited (TiL), the terminal operating arm of the MSC Group, is purchasing 49% of this value, or $1.39 billion. The BSE filing splits this into two different parts. The first part is $539 million or about Rs 5,187 crore. This is the actual price for 49% of the port as it exists today under Phase 1. We will return to this amount soon. The second part is $858 million or about Rs 8,258 crore. This is MSC’s 49% share of the bills for the port’s Phase 2 expansion to be completed by December 2028. Thus, the total capital expenditure expected to be incurred for Phase 2 is Rs 16,853 crore. But Adani is already legally bound to finish the construction work under Phase 2 by December 2028 as per the 2024 settlement. Any 49% shareholder would have to pay its share of those bills anyway. The BSE filings of APSEZ neither commit this money to enter the AVPPL as fresh shares or loans, nor clarify in what measure it will touch Adani’s own books. Every variant of the possibilities distributes the gains differently, but what no variant does is to create an obligation that does not already exist. So, terming Rs 8,258 crore as “fresh investment attracted to Kerala” is nothing but bookkeeping dressed up as generosity. And where does the first part of Rs 5,200 crore go? To APSEZ, the seller. Not to AVPPL for any new investment in construction or maintenance. Not also to the government of Kerala, which spent a majority of the money to complete Phase 1. APSEZ has till now put in an equity of about Rs 897 crore plus shareholder loans in AVPPL whose entire net worth, including retained profits from operation, is about Rs 2,813 crore. Yet Adani keeps 51% of the ownership, keeps the board, keeps the port till 2060, pays Kerala nothing till 2034 – and now also takes Rs 5,200 crore in cash off the table. This Rs 5,200 crore constitutes a 5.8x premium over what APSEZ brought in as equity and twice the net worth of AVPPL. Rs 5200 crore, twice the net worth of Rs 2813 crore, is 5.8 times the Rs 897 crore that APSEZ invested.All the valuation that is being monetised here by APSEZ was built substantially with public money. In FY 2025-26, AVPPL received a cash grant of Rs 1,007 crore from the government of Kerala as viability gap funding. But the public recovers none of it in the present stake sale. The 2026 deal, then, is not a departure from the 2015 agreement. It is actually its harvest.A buyer hidden inside Russian dollsWho exactly is buying the stake in the Vizhinjam port? We must follow the chain, because the chain is a story in itself. At the top sits the Aponte family of Geneva, owners of MSC. The MSC is a private family-owned company whose consolidated accounts are not available to the public. Below the MSC sits in Luxembourg its primary mergers and acquisitions, and strategic acquisition vehicle, SAS Shipping Agencies Services. Through SAS, the MSC holds a 70% stake in its infrastructure and port arm called Terminal Investment Limited Holding S.A. (TiL), which is based in Geneva. Of the remaining 30% stake in TiL, 20% belongs to BlackRock, the world’s largest asset manager based in New York, and 10% belongs to GIC Singapore, a sovereign wealth fund. Below the TiL sit one or more companies that no filing has yet publicly named. Port ownership hierarchy. Image made by authors with Notebook LLM.And at the bottom of this hierarchy sits Mundi Limited based in Cyprus, the entity that will actually hold the 49% of the shares of AVPPL. The transaction documents filed in India name only TiL and Mundi Limited; the companies in between them do not appear in any public record in India. Adani’s BSE filing calls Mundi Limited a “subsidiary” of TiL. But we do not yet know about its exact ownership structure. What we know is that Mundi Limited is a firm with nominee directors and an unpublished shareholder register.None of this is illegal. It is, in fact, perfectly ordinary – and that is precisely the point. This is how contemporary global capitalism holds infrastructure: a port built on Kerala’s coast with the money of Kerala’s people becomes a line item in portfolios managed from Geneva, Luxembourg, New York and Singapore, tradeable through layers that no state government can clearly see through. We may remember that India’s market regulator, SEBI, had told the Supreme Court during the recent Adani investigations that it struggles to pierce through such multi-layered offshore structures. Kerala is now being asked to approve one such structure without, so far, being shown what is inside it.The warning from TuticorinIf anyone thinks these worries are theoretical, they should study the story of the container terminal at Tuticorin. The Tuticorin port is designated a Major Port under the government of India. The container terminal is located inside the port, and its concessioning authority is the V. O. Chidambaranar Port Trust. The concession was won in 2012 by an Indian company ABG group through ABG Container Handling, a unit of the Mumbai-listed ABG Infralogistics. Its special purpose vehicle (SPV) was called Dakshin Bharat Gateway Terminal Private Limited (DBGT), which incorporated in August 2012 and commenced operations in Tuticorin in May 2014. In the next year, a French giant Bolloré entered the container terminal by subscription, buying 49% of the stake with the ABG Group retaining the remaining 51%. Then, over a decade, ownership changed hands at least four times. In the final round in 2022, the ABG Group sold its last set of shares for a paltry Rs 16.5 crore. Through all of this, the terminal company’s own share register in India hardly changed by a single share: everything happened one or two floors above, in Mumbai and Paris.The Tuticorin port ownership shell game. Image made by authors with Notebook LLM.For four years, the world’s shipping press reported that MSC had bought this terminal in Tuticorin. The claim is still repeated in Kerala’s debates today. It is true but it is also false. The audited accounts tell an intriguing story, and the evolution of this story is itself a lesson. In 2022, MSC agreed to buy Bolloré’s entire African logistics empire through the SAS Shipping Agencies Services; the Tuticorin stake sat inside that empire. From then on, Bolloré Africa Logistics was called Africa Global Logistics (AGL). But in the months between the signing of that deal and its completion, Bolloré quietly lifted the Tuticorin terminal out of the package. The stake was shifted sideways into another Bolloré holding company, Compagnie de Lanmeur, named after a small Breton village in Finistère, Brittany, France. In early-2024, the same operational sleight-of-hand was used again. When Bolloré sold its logistics arm to another shipping giant, CMA CGM, the Tuticorin stake was moved again before that deal closed. This time, the Tuticorin stake moved to yet another wholly-owned Bolloré shell named Compagnie de Ploërmel, named after another historic Breton town of Ploërmel. So when MSC’s multi-billion-euro purchase was finally completed, the Tuticorin terminal that was reported to have been bought by the MSC was simply no longer inside the deal it had signed. Twice, on the eve of a global mega-deal, the asset walked out of the deal. Nobody in India could see it move. This is the Russian-doll architecture at work, the very same architecture that now marks the stake purchase by Mundi Limited at Vizhinjam. Because the shuffling happened entirely between holding companies abroad, no Indian registry recorded any change. And because no disclosure was triggered here, the ownership reported in the press and the ownership recorded in the audited accounts between 2022 and 2025 were two different companies: the MSC in the headlines, and Bolloré in the books. Whether the Tuticorin port authority’s approval, which the contract requires for such changes in control, was sought and granted is not in the public record. It may well have been, and that is itself the problem: the public cannot tell. That is what the dolls are for. They let a corporate group decide, invisibly, which assets travel with a deal and which stay behind. They defeat lock-in clauses and government-consent requirements that watch only the bottom-most company in India. The truth surfaces, if at all it does, years later in a footnote to an audit report.Kerala has two lessons from Tuticorin. The first is honesty. The popular claim that MSC already owns a terminal near Vizhinjam, and that this by itself blocks the deal under the agreement’s 250-km clause – stipulating that its owner cannot have ownership in another port within 250 km radius of Vizhinjam – does not survive the documents. The second is exactly how port ownership migrates in today’s global economy. Ownership migrates silently at the holding-company level, bypassing every safeguard written for a simpler world. Worse, the Vizhinjam agreement’s own 250-km clause has a one-way flaw. The agreement might have blocked MSC from entering Vizhinjam if it already owned Tuticorin, but once MSC is inside Vizhinjam, nothing in the clause stops it from buying Tuticorin, or any nearby port, afterwards.The valuation that does not add upLet us now come to the question nobody in the government of Kerala seems to have asked: is the price even real? The AVPPL’s latest audited accounts show revenue from actual port operations of only about Rs 461 crore out of the total reported revenue of Rs 830 crore. The rest of the revenue is nothing but government subsidies paid to AVPPL. In other words, the port’s revenue from its customers is strikingly low at about Rs 3,500 per container box handled. There is a reason: almost every ship calling at Vizhinjam belongs to the MSC. A terminal dependent on a single customer is not a price maker; it is a price taker. In other words, the buyer of the port is also the customer whose own payments determine what the port appears to be worth.We ran the arithmetic forward using a financial model. And our conclusion is uncomfortable for everyone selling this deal to the public. Even assuming that (a) Phase 2 is completed in time, (b) the handled volumes more than triple, and (c) the margins stay healthy, the port’s own future earnings cannot justify the Rs 13,500 crore being paid for the 49% stake unless the rates charged per container roughly triple from today’s levels. Either the MSC expects prices to rise dramatically -–which is an admission that today’s rates are artificially low – or the MSC is not paying for the port’s earnings at all. It is paying for control: priority berths for its ships, sight of its competitors’ cargo data, and command over which cargo comes to Kerala and which goes to Colombo. Those benefits appear to flow to MSC’s shipping business in Geneva. They never pass through the AVPPL’s books, never get taxed in Kerala, and are never shared with the government of Kerala.There is a further question hiding in the second tranche. If the Rs 8,300 crore enters AVPPL as fresh shares subscribed only by Mundi Limited, the stake of Mundi Limited must rise above 49%. This threat can be avoided only if APSEZ puts in new matching money of its own, which no announcement has mentioned till date. These facts puncture the promise of a shower of investment in Vizhinjam. The second part of Rs 8,300 crore will arrive only if and when the expansion is completed by December 2028, and the expansion itself makes financial sense only if the port earns far more per box than it does today. A project whose sums work only on heroic assumptions is a project whose promised billions may quietly shrink, if not just vanish. Kerala has seen headline investment figures evaporate before. It should be careful before mortgaging its consent to this one.What Kerala can still do – if it wants toThere is an irony in our story. For all its generosity to Adani, the 2015 agreement contained one genuinely strong card, and it is in Kerala’s hand. No sale of 25% or more of AVPPL can take effect without the prior approval of the government of Kerala. This approval, or its denial, must be made on the basis of national security and public interest. The government’s decision is final and binding. So the question is what Kerala demands before saying yes. At the minimum, it must ask for every document to be made public, including the sale agreement, the shareholders’ agreement, the valuation workings, and the full chain of ownership up to the real human owners, verified from official registries, along with MSC’s service contracts with the port. Nothing today obliges any of these documents to be published; they will be public only if the government of Kerala makes disclosure the price of its consent. The government cannot lawfully judge whether this is a minority purchase or a change of control without reading these documents. In particular, the shareholders’ agreement is not a courtesy. The 2015 agreement imports SEBI’s definition of “control”, under which veto and appointment rights conferred by a shareholders’ agreement can themselves amount to control. Secondly, the state must demand a real financial return. This could be an upfront payment commensurate to its equity support contributions with premiums realised. It could also demand that the 2034 revenue-sharing date is brought forward with a higher share. The objective should be, at the minimum, to recoup the money invested by the government. Thirdly, the state must demand a fix to the fine print in the agreement. The 50% cap on the owner-shipping-line’s cargo (see Clause 5.8.2) does not, as drafted, reach a 49% shareholder. It covers only an “Associate”, who is defined as a holder of more than 50% shares, and entities in which the concessionaire itself holds an interest, not entities that hold an interest in the concessionaire. That gap must be closed in writing.Fourthly, the MSC must give a binding promise that it will not buy into any other port within 250 km of Vizhinjam.Fifthly, the state must not let Tuticorin happen again in Vizhinjam. On paper, the agreement already covers this. Clause 5.3, read along with Clause 5.2, requires Kerala’s prior approval even for indirect and offshore transfers of 25% or more of the company’s beneficial ownership. But Tuticorin’s key lesson is that a right nobody can see being breached is no right at all. The Kerala government must demand the machinery of enforcement. This must include an annual certification of the full beneficial-ownership chain, notification obligations reaching up to Geneva, and a written stipulation that an unapproved transfer anywhere up the chain – in Cyprus, Luxembourg or Geneva – in an event of default.Waves crash at the shore as container ship MSC Raya is seen docked at the Vizhinjam International Seaport, in Thiruvananthapuram, Kerala, Friday, May 15, 2026. Photo: PTI.Sixthly, the state must do a security vetting of the whole chain. It must insist that port data be kept in India, there exists a state nominee on the board, and the takeover rights of the government be left untouched. The concession agreement should also be amended to require the concessionaire to obtain government approval for any future share transactions involving the entire chain of investment vehicles related to Vizhinjam Port.Finally, the APSEZ must be served a formal legal notice for the breach of Section 5.2 and its sub-sections in the Concession Agreement i.e., of not submitting drafts of all material agreements to the government of Kerala for its written consent before filing the application with SEBI. This must not remain as a mere mention in the record. A government that will not even serve notice asserting its paper rights will certainly not win its real ones.First as farce, then as tragedyIt was famously said once that history repeats itself, first as tragedy and then as farce. Vizhinjam runs the sequence in reverse. This brings us to the politics of the issue at hand. The 2015 agreement was signed by a UDF government. The decision on the stake sale of 2026 also rests with a UDF government. The latter government has admitted that it learned about the stake sale from the newspapers. It is also yet to tell the assembly whether its Cabinet ever examined if there was a breach of contract. In between these two governments, the renegotiation of 2024 clawed back what little has been clawed back. This is proof that the agreement yields when pressed.Kerala’s chief minister must answer on the floor of the House if his government will use the approval power, or lamely waive it. Kerala’s people paid for this port with their taxes and their patience. They are entitled to a government that reads the fine print, names the real buyer, prices the real deal, and refuses to sign until the port that the public built serves the public that built it.V. Namasivayam and R. Ramakumar are former members of the Kerala State Planning Board. All the data and figures used in this article are drawn from the executed Concession Agreement of August 17, 2015, the 2024 settlement records, APSEZ’s stock exchange disclosures of June 30, 2026, and the audited accounts of the Vizhinjam and Tuticorin port companies, and European corporate and LEI registries.