Document text
Page 1 of 6
COMPETITION COMMISSION OF INDIA
Combination Registration No. C–2025/06/1296
28th July 2025
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
Ms. Sweta Kakkad
Member
Mr. Deepak Anurag
Member
Order under Section 31(1) of the Competition Act, 2002
1. On 25th 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
Combination Registration No. C – 2025/06/1296
Page 2 of 6
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].
2. 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.
3. The Notice has been filed pursuant to the followings:-
(i) Investment Management Agreement dated 25th 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;
(ii) Issue Agreement dated 28th 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);
(iii) Securities Purchase Agreement(s) (SPA) dated 21st 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;
(iv) SPA dated 21st June 2025 entered into amongst Terrefert Green Growth LLP
(Terrefert), AAFSPL, IM, and DPHPPL; and
Combination Registration No. C – 2025/06/1296
Page 3 of 6
(v) SPA dated 24st June 2025 entered into amongst AAFSPL, AAIF, Spectrum, BIIF,
DIPL, IM, and PHL.
4. In terms of Regulation 14 of the Competition Commission of India (Combinations)
Regulations, 2024, vide letter dated 08th July 2025, certain information and
clarifications were sought from the Notifying Parties. The Notifying Parties submitted
the response vide its email dated 16th July 2025, followed by an additional voluntary
submission dated 21th July 2025.
5. 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 19th August, 2024.
6. 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.
7. 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.
Combination Registration No. C – 2025/06/1296
Page 4 of 6
8. DIPL is the wholly owned subsidiary of DBL and they together belong to the DBL
Group.
9. The Target SPVs operate road assets across several states in India. The shareholding
pattern of Target SPVs prior to Proposed Combination is as under:-
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%
10. 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.
11. 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
Combination Registration No. C – 2025/06/1296
Page 5 of 6
concessionaire services for roads and highways (Downstream Market), on the other
hand.
12. 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.
13. 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.
14. 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.
Combination Registration No. C – 2025/06/1296
Page 6 of 6
15. This order may be revoked if, at any time, the information provided by the Notifying
Parties is found to be incorrect.
16. The information provided by the Notifying Parties shall be treated as confidential in
terms of and subject to provisions of Section 57 of the Act.
17. The Secretary is directed to communicate to the Notifying Parties, accordingly.
