Allowed

1. Anantam Highways Trust (acting through its Investment Manager Alpha Alternatives Fund-Infra Advisors Private Limited) 2. Alpha Alternatives Fund Advisors LLP 3. Build India Infrastructure Fund 4. Terrefert Green Growth LLP and Others

CCI28 Jul 2025C-2025/06/1296

Case brief

AI extract

What is this about?

The Competition Commission of India examined a notice under Section 6(2) regarding the acquisition of road infrastructure assets by Anantam Highways Trust from shareholders of Target Special Purpose Vehicles. The Commission assessed horizontal and vertical overlaps and concluded that the combination is not likely to adversely affect competition.

What did the court decide?

The Proposed Combination is approved under Section 31(1) of the Competition Act, 2002. Information provided is subject to confidentiality under Section 57.

1. Anantam Highways Trust (acting through its Investment… — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA Combination Registration No. C–2025/06/1296

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28^th July 2025

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Notice under Section 6(2) of the Competition Act, 2002 given by Anantam Highways Trust (acting through its Investment Manager Alpha Alternatives Fund-Infra Advisors Private Limited), Alpha Alternatives Fund Advisors LLP, Build India Infrastructure Fund, Terrefert Green Growth LLP and others

CORAM:

Ms. Ravneet Kaur

Chairperson

Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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Order under Section 31(1) of the Competition Act, 2002

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On 25^th June 2025, the Competition Commission of India (Commission) received a notice (Notice) filed by the Anantam Highways Trust (InvIT/Trust) [acting through its Investment Manager i.e. Alpha Alternatives Fund-Infra Advisors Private Limited ( IM)] , Alpha Alternatives Fund Advisors LLP (AAFA) & others (Sponsor and

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Combination Registration No. C – 2025/06/1296

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Sponsor Group), and Dilip Buildcon Limited (DBL) & DBL Infraventures Private Limited (DIPL) under Section 6(2) of the Competition Act, 2002 (Act) . DBL and DIPL together belong to the DBL Group ( DBL Group) [ InvIT, Sponsor and Sponsor Group and DBL Group are referred as Notifying Parties] .

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The Proposed Combination envisages acquisition by the InvIT (acting through its IM), from the respective shareholders of the Target Special Purpose Vehicles (Target SPVs) , of: (i) 100% shareholding of Dodaballapur Hoskote Highways Limited (DHHL) , Repallewada Highways Limited (RHL) , Dhrol Bhadra Highways Limited (DBHL) , Narenpur Purnea Highways Limited (NPHL) , Villuppuram Highways Limited (VHL) , Bangalore Malur Highways Limited (BMHL) , Malur Bangarpet Highways Limited (MBHL ), and DPJ Pollachi HAM Project Private Limited (DPHPPL) and (ii) 49% of Poondiyankuppam Highways Limited (PHL) . As consideration, the shareholders of the Target SPVs ( i.e., the Sponsor and Sponsor Group, DBL Group) will be allotted units in the InvIT.

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The Notice has been filed pursuant to the followings:-

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(i) Investment Management Agreement dated 25^th July 2024 amongst Axis Trustee Services Limited (ATSL) (acting in its capacity as the Trustee, and on behalf of InvIT), IM, and SPVs except DPHPPL;

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(ii) Issue Agreement dated 28^th March 2025 entered into amongst InvIT (acting through its trustee ATSL), IM, ATSL, AAFA, Arsenio Strategies Private Limited (ASPL) [ Project Manager to the InvIT], DBL, and Nuvama Wealth Management Limited (NWML) ;

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(iii) Securities Purchase Agreement(s) (SPA) dated 21^st June 2025 with each SPV (BMHL, DBHL, MBHL, NPHL, DHHL, VHL, RHL) separately and entered into amongst Alpha Alternatives Financial Services Private Limited (AAFSPL) , Alpha Alternatives Infrastructure Fund (AAIF) , Spectrum Edge LLP (Spectrum) , Build India Infrastructure Fund (BIIF) , DBL Group, IM and SPVs;

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(iv) SPA dated 21^st June 2025 entered into amongst Terrefert Green Growth LLP (Terrefert) , AAFSPL, IM, and DPHPPL; and

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Combination Registration No. C – 2025/06/1296

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(v) SPA dated 24^st June 2025 entered into amongst AAFSPL, AAIF, Spectrum, BIIF, DIPL, IM, and PHL.

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 08^th July 2025, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted the response vide its email dated 16^th July 2025, followed by an additional voluntary submission dated 21^th July 2025.

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Anantam Highways Trust was set up 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 Securities and Exchange Board of India (SEBI) under the Infrastructure Investment Trust Regulations on 19^th August, 2024.

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The Sponsor is a limited liability partnership incorporated in India and is wholly owned by Alpha Alternatives Holding Private Limited which in turn is controlled by Kothari Family Private Trust (Alpha Alternatives Group) . 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.

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DBL, a publicly listed company on NSE and BSE, 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 Engineering, Procurement, and Construction basis; (vi) special bridges and urban development; and (vii) infrastructure maintenance and operations business, under which DBL undertakes maintenance and operation of BOT road projects with a presence in nineteen states and one union territory in India. The ultimate controlling entity of DBL Group is DBL.

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Combination Registration No. C – 2025/06/1296

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

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The Target SPVs operate road assets across several states in India. The shareholding pattern of Target SPVs prior to Proposed Combination is as under:-

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Target SPV	DBL Group	Sponsor / Sponsor Group
DHHL	53.97%	46.03%
RHL	53.97%	46.03%
DBHL	53.97%	46.03%
NPHL	53.97%	46.03%
VHL	53.97%	46.03%
BMHL	53.97%	46.03%
MBHL	53.97%	46.03%
PHL	75.01%	24.99%
DPHPPL	-	100%

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For the purpose of identifying the relevant entities for mapping of horizontal overlaps/linkages, the Commission considered the information provided by the Notifying Parties as regards the business activities of InvIT, Sponsor/Sponsor Group, DBL and DIPL (including their respective Affiliates). As per the submissions, Alpha Alternatives Affiliates include Kothari Family Private Trust (Kothari) as well as Kothari’s affiliates. The only affiliates of Kothari Family Private Trust that have presence in India and breach the Materiality Threshold are Alpha Alternatives Holdings Private Limited and Third Edge Advisors LLP.

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In relation to the vertical overlaps/linkages, it has been submitted that there exists a potential vertical relationship post the Proposed Combination between DBL (including its affiliates) on the one hand, for the provision of Operations and Maintenance (O&M) services for roads and highways (Upstream Market) , and the InvIT for the provision of

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Combination Registration No. C – 2025/06/1296

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concessionaire services for roads and highways (Downstream Market) , on the other hand.

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It has been submitted that InvIT does not currently undertake any business activities in India. Further, neither the Sponsor/Sponsor Group (including their Affiliates), nor DBL and DIPL (including its Affiliates) produces/provides similar or identical or substitutable product(s) or service(s) as the InvIT, either directly or through their respective affiliates. The Alpha Alternatives Group, does not own/operate any roads/highways projects, therefore, not warranting any overlaps. Further, given the Commission’s decisional practice wherein each road asset is considered as a distinct relevant market, no horizontal overlap emerges from the presence of the DBL Group (including its affiliates) and potential road projects of the InvIT. Accordingly, there are no horizontal overlaps between the origin and destination pairs between the road/highway projects of DBL, DIPL (including its affiliates) on one hand and potential road projects of the InvIT (even when the Target SPVs form part of the InvIT, post the Proposed Combination) on the other.

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In relation to the potential vertical relationship between DBL (including affiliates) and InvIT it has been submitted that prior to Proposed Combination DBL (and its affiliates) holds the majority shareholding in all Target SPVs (except DPHPPL) and provides O&M services to all Target SPVs. Post the Proposed Combination, the Target SPVs will be acquired by the InvIT and will continue to receive O&M services for Target SPVs from DBL (including its affiliates). Since DBL would hold units and indirectly continue to exercise control over the Target SPVs, there is no change in the competition dynamics of the O&M services for road assets, pre and post the Proposed Combination. Further, the Commission observes that market share of the Parties in the Upstream Market and Downstream Market are insignificant to cause any foreclosure related concerns.

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Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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Combination Registration No. C – 2025/06/1296

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