Sebi order details alleged round-tripping at Dhenu Buildcon
The Securities and Exchange Board of India (Sebi) has passed an interim order in the matter of Dhenu Buildcon Infra, finding that the company's market capitalisation rose from about Rs 3 crore to Rs 4,925 crore during the examination period, even as its business remained small and revenues were almost negligible.
The regulator said Dhenu Buildcon, a BSE-listed company earlier known as The Hingir Rampur Coal Company Ltd, allegedly received Rs 1,000 crore as unsecured loans from seven entities in just eight days between December 24 and December 31, 2024. Sebi's enquiry found, on a prima facie basis, that these were not genuine independent loans but part of a layered round-tripping of funds through a network of connected entities.
The order followed a reference from the Serious Fraud Investigation Office dated April 20, 2026. Sebi examined the company for the period between August 1, 2024 and July 31, 2026.
Negligible business, sharp stock price rise
According to the order, Dhenu Buildcon had very little business activity during the period. Its revenue from operations was nil in FY23 and FY24, and remained below Rs 1 crore in FY25 and FY26. Despite this, the company allegedly showed unsecured loan inflows of Rs 1,000 crore and later converted about Rs 840 crore of those loans into equity shares through a preferential allotment.
The stock price also moved sharply. Sebi said the share price rose about 194.62% from Rs 2.79 on August 1, 2024 to Rs 8.22 on July 31, 2026 on an open-to-close basis. On a high-low basis, the price rose about 315.41% to Rs 11.59 on July 1, 2026. During the same period, the market cap of the company increased from about Rs 3 crore to Rs 4,925 crore.
How the alleged round-tripping worked
Sebi said Dhenu Buildcon received the Rs 1,000 crore through 46 separate credit transactions from seven entities. These included Golkonda Aluminium Extrusions, Edoptica Retail India, Tiaan Consumer, Twinkle Mercantiles & Credits, Shanta Agencies, Shri Niwas Leasing and Finance, and Utsav Securities.
The regulator said the same pool of funds was routed through several companies and brought back to Dhenu Buildcon, creating the appearance of large loan inflows. Sebi identified 28 distinct routing patterns across 46 transaction cycles. The initial pool was about Rs 25.05 crore, repeatedly moved to show cumulative inflows of Rs 1,000 crore.
An examination of the bank accounts of the entities allegedly involved showed that the purported inflow was created by repeatedly layering and circulating a single base amount of Rs 25 crore through the accounts of connected entities. The regulator further alleged that the initial Rs 25 crore itself originated from suspicious fund rotations involving other connected entities. The company's bank balance never exceeded about Rs 26 crore during the relevant period, Sebi noted.
Dhenu Buildcon also transferred about Rs 996.1 crore to five entities almost immediately in the same eight-day period, according to the order.
Preferential allotment and ownership concentration
Dhenu Buildcon proposed to issue 5,91,54,92,940 equity shares at Rs 1.42 per share, with the allotment approved on December 27, 2025. After the allotment, six allottees held about 99.70% of the diluted equity.
Sebi alleged that the Rs 840-crore preferential allotment was made without genuine financial consideration. Based on its analysis of the fund trail, Sebi said it had prima facie concluded that the purported loans were not genuine transactions.
Key participants and evidence
The alleged arrangement was orchestrated by Surendra Kumar Jain and Virendra Jain, according to Sebi. The regulator named them as key participants. Entities were directly or indirectly owned, controlled or managed by Surendra Jain and Virendra Jain, Sebi alleged.
Sebi relied on WhatsApp messages, call records, common shareholding, common directors, common addresses, and site visits. The regulator identified several links between Dhenu Buildcon, the entities shown as lenders and preferential allottees, and other entities, including common addresses, directors, authorised signatories, bank branches, and cross-shareholdings.
Sebi also cited chat messages and call records recovered during search and seizure operations in an unrelated matter. Physical inspections revealed that entities lacked genuine physical presence and commercial substance. Site visits revealed that the registered office was functionally inactive with one staff member, and there was no office at the corporate office address.
Potential gains and interim directions
Sebi said six allottees could make wrongful gains of about Rs 5,667 crore if they sold their shares at the prevailing price of about Rs 8 per share. Some allottees started selling small quantities after the lock-in expired on August 15, 2026.
To prevent further sale and preserve the status quo, Sebi issued interim directions. The order was passed by Sebi Whole Time Member Kamlesh Chandra Varshney, according to Lokmat Times.
The alleged transactions took place against a dramatic increase in Dhenu Buildcon's market valuation, Lokmat Times reported, noting that the company's market cap surge was a backdrop to the regulator's action.