1. Anantam Highways Trust (acting through its Investment Manager Alpha Alternatives Fund-Infra Advisors Private Limited)  2. Build India Infrastructure Fund 3. Dilip Buildcon Limited  4. DBL Infraventures Private Limited

Summary of the Proposed Transaction [In terms of Regulation 13(2) of the Competition Commission of India (Combinations) Regulations, 2024]

A. Name of the parties to the combination

1. The names of the parties to the combination are: (i) Anantam Highways Trust (acting through its investment manager Alpha Alternatives Fund-Infra Advisors Private Limited) (InvIT) (ii) Build India Infrastructure Fund (BIIF) (iii) Dilip Buildcon Limited (DBL) (iv) DBL Infraventures Private Limited (DIPL) (v) DAK Package I Expressway Private Limited (DPEPL) (vi) Bethamangala Expressway Private Limited (BEPL) (vii) Katra Expressway Private Limited (KEPL) (viii) Raipur-Visakhapatnam-CG-2 Highways Limited (RVHL) (ix) Bangarupalem Gudipala Highways Limited (BGHL) (x) Poondiyankuppam Highways Limited (PHL) (xi) Mehgama-Hansdiha Highways Limited (MHHL)

2. The InvIT, BIIF, DBL and DIPL are collectively referred to as the Acquirers. DPEPL, BEPL, KEPL, RVHL, BGHL, PHL and MHHL are collectively referred to as the Target SPVs. The Acquirers and Target SPVs are collectively referred to as the Parties.

B. Nature and purpose of the combination

3. The proposed transaction pertains to (a) the acquisition of shareholding of the Target SPVs by the InvIT and (b) the issuance of units of the InvIT to BIIF, DBL and DIPL. (Proposed Transaction)

4. The Proposed Transaction is notifiable to the Hon’ble Competition Commission of India under Section 5(d) of the Competition Act, 2002 (as amended) (Act) read with Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations).

C. The products, services, and business(es) of the parties to the

combination

5. InvIT: Anantam Highways Trust was set up as a contributory, determinate, irrevocable trust under the provisions of the Indian Trusts Act, 1882 pursuant to the Trust Deed dated July 24, 2024. The Trust is registered as an infrastructure investment trust with the SEBI under the InvIT Regulations on August 19, 2024, having registration number IN/InvIT/24-25/0031.

6. BIIF: BIIF, a category II Alternative Investment Fund, arranges, makes, manages and disposes of investments in debt and / or equity and equity-linked instruments and/or preference shares and / or other permissible securities with the view to providing capital appreciation and returns to the contributors in accordance with applicable laws and the trust documents.

7. DBL: DBL incorporated in 2006 is a Bhopal based company which was started as a proprietorship firm “Dilip Builders” in 1988-89 and subsequently converted into a limited company. DBL is an Engineering, Procurement, and Construction and Operation & Maintenance company in India, undertaking projects in roads, irrigation, mining, airports, specialized bridges, tunnels, and urban development projects across India. It is a publicly listed company with its equity shares listed on the National Stock Exchanges and Bombay Stock Exchange.

8. DIPL: DIPL is a wholly-owned subsidiary of DBL which is engaged in infrastructure work as contracted from various governments and construction and development of ways, culverts, dams, bridges, railways, tramways etc. DBL and DIPL belong to the DBL Group.

9. DPEPL: DPEPL is a private company incorporated on 24 March 2021, under the Companies Act, 2013 and as a special purpose vehicle (SPV) of BIIF. DPEPL has entered into a concession agreement with NHAI for concession of the Delhi-Amritsar-Katra Expressway.

10. BEPL: BEPL is a private limited company incorporated on 5 April 2021, under the Companies Act, 2013 and as a SPV of BIIF. BEPL has entered into a concession agreement with NHAI for concession of the Bangarpret to Bethamangala section of the Bengaluru - Chennai expressway.

11. KEPL: KEPL is a private limited company incorporated on 25 March 2021, under the Companies Act, 2013 and as a SPV of BIIF. KEPL has entered into a concession agreement with NHAI for concession of a section of the Delhi Amritsar Katra Expressway from the Junction with Jind Panipat Road (NH 352A) near Gangana Village to Junction with Jind Karnal Road (NH 709A) near Alewa Village.

12. RVHL: RVHL is a public unlisted company incorporated on 28 March 2022, under the Companies Act, 2013 and as a SPV of DBL. RVHL has entered into a concession agreement with NHAI for concession of the Sargi - Basanwahi section of the Raipur - Visakhapatnam economic corridor.

13. BGHL: BHGL is a public unlisted company incorporated on 28 September 2021, under the Companies Act, 2013. BGHL has entered into a concession agreement with NHAI for concession of the Bangarupalem - Gudipala section of the Bangalore - Chennai expressway.

14. PHL: PHL is a public unlisted company incorporated on 26 March 2021, under the Companies Act, 2013. PHL has entered into a concession agreement with NHAI for concession of the Puducherry - Poondiyankuppam section of NH-45A under Bharatmala Yojana Phase I.

15. MHHL: MHHL is a public unlisted company incorporated on 29 December 2022, under the Companies Act, 2013. MHHL has entered into a concession agreement with NHAI for concession of the Mehgama - Hansdiha section of NH-133 under Bharatmala Pariyojana.

D. The respective markets in which the Parties to the combination operate

16. It is submitted that, the Hon’ble Competition Commission of India may leave the definition of the relevant market open since the Proposed Transaction will not lead to any change in the competitive landscape or cause any appreciable adverse effects on competition (AAEC) in India, irrespective of the manner in which the relevant market is delineated.

17. Without prejudice to the above submission and in the interest of assisting the Hon’ble Commission, the following relevant markets may be considered:

Vertical Link: a. Upstream Market: The market for provision of operation and maintenance (O&M) for roads and highways in India; and b. Downstream Market: The market for provision of concessionaire services for road and highways in India.

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