The Competition Commission of India has approved the proposed combination involving inter alia Anantam Highways Trust (“InvIT”), Alpha Alternatives Fund Advisors LLP (“Alpha Alternatives”) & others (Sponsor and Sponsor Group) and Dilip Buildcon (“DBL”) & DBL Infraventures (“DIPL”)

The “Proposed Combination” envisages acquisition by the InvIT (acting through its IM), from the respective shareholders of the Target SPVs, of:

(i) 100% shareholding of Dodaballapur Hoskote Highways Limited, Repallewada Highways Limited, Dhrol Bhadra Highways Limited, Narenpur Purnea Highways Limited, Villuppuram Highways Limited, Bangalore Malur Highways Limited, Malur Bangarpet Highways Limited and DPJ Pollachi HAM Project Private Limited; and

(ii) 49% of PHL. As consideration, the shareholders of the Target SPVs (i.e., the Sponsor and Sponsor Group, DBL, and DIPL will be allotted units in the InvIT upon its listing.)

Anantam Highways Trust was set up by the Sponsor as a contributory, determinate, irrevocable trust under the provisions of the Indian Trusts Act, 1882. The Trust was registered as an infrastructure investment trust with the SEBI under the InvIT Regulations on August 19, 2024.

The Sponsor is a limited liability partnership incorporated in India. It is registered as an investment advisor, portfolio manager and investment manager to alternative investment funds with SEBI. It provides fund and asset management services to its clients and makes investment in various companies engaged in, amongst others, the infrastructure sector. The Sponsor and Sponsor Group form part of the Alpha Alternatives Group.

DBL is largely engaged in the following segments:

(i) construction of road and highways;

(ii) construction of water supply and irrigation projects;

(iii) metro and airports constructions;

(iv) tunnel construction projects;

(v) mining operations projects on an EPC basis;

(vi) special bridges and urban development; and

(vii) infrastructure maintenance and operations business, under which DBL undertake maintenance and operation of BOT road projects with a presence in 19 states and 1 union territory in India.

DIPL is the wholly owned subsidiary of DBL, and they together belong to the DBL Group.

The Target SPVs operate road assets across several states in India.

Detailed order of the Commission will follow.

*****

Competition clearance for InvIT acquisition of multiple road SPVs enabling unit allotment to sellers upon listing. The Competition Commission approved a combination in which an InvIT, via its investment manager, will acquire entire shareholding in several road SPVs and a minority stake in another highway entity, with consideration payable by allotment of InvIT units to the selling shareholders upon listing. The sellers comprise the Sponsor and Sponsor Group and entities of the Dilip Buildcon group; the InvIT is registered under the InvIT regulatory framework and the Target SPVs operate road assets across multiple states.