NHIT Southern Projects Private Limited Proposed Combination

SUMMARY OF THE PROPOSED COMBINATION

[In terms of regulation 13(2) of the Competition Commission of India (Combinations) Regulations, 2024]

A. Parties to the Proposed Combination

1. The parties to the Proposed Combination are:

• (a) NHIT Southern Projects Private Limited (“Acquirer”); and

• (b) Concession rights over 11 road projects owned by the National Highways Authority of India (“NHAI”) namely, Muzaffarnagar – Haridwar; Bareilly – Sitapur; Gundugolanu – Devarapalli – Kovvuru; Narsannapeta – Ranasthalam; Ranasthalam to Hanumanthavaka; Anandapuram – Pendurthi – Anakapalle; Chittoor – Mallavaram; AP/TN Border – Nalagampalli, AP/ Karnataka Border; Raipur – Simga; Simga – Bilaspur; Gandhidham (Kandla) – Mundra Port (collectively, “Target Assets”).

2. The Acquirer and Target Assets are collectively referred to as “Parties”.

B. Proposed Combination

3. The Acquirer proposes to acquire concession rights from NHAI in respect of the Target Assets under the Toll-Operate-Transfer (“TOT”) model for a concession period of 20 years (“Proposed Combination”).

4. The Proposed Combination is being notified to the Hon’ble Commission under Section 6(2) read with Section 5(a) of the Competition Act, 2002 (as amended) (“Act”).

C. Products, services and businesses of the parties to the Proposed Transaction

Acquirer

5. The Acquirer is a wholly owned subsidiary of National Highway Infrastructure Trust (“NHIT”). It is a Special Purpose Vehicle (“SPV”) which has been incorporated by NHIT for the purpose of entering into concession agreements with the NHAI in respect of toll roads.

NHIT

6. NHIT is a privately listed Infrastructure Investment Trust (“InvIT”) sponsored by NHAI. It was settled on October 19, 2020, in New Delhi pursuant to the Trust Deed as a contributory irrevocable trust in accordance with the Indian Trusts Act, 1882. It was registered with the Securities and Exchange Board of India (“SEBI”) under Regulation 3(1) of the SEBI InvIT Regulations and has obtained a certificate of registration from the SEBI bearing number IN/InvIT/20-21/0014. National Highways Infra Investment Managers Private Limited, the investment manager of NHIT, is a wholly-owned subsidiary of the Government of India acting through the Ministry of Road Transport and Highways.

Target

7. There are no business activities which can be attributed to the Target Assets. The Target Assets are projects held by the Government of India as part of its national portfolio of road assets.

D. Respective markets in which the parties operate

8. There are no horizontal overlaps, vertical or complementary relationships between the activities of the Parties, in India. Accordingly, the Proposed Combination does not raise any risk of appreciable adverse effect on competition in India.

E. Green Channel Route

9. Given there are no horizontal overlaps, vertical or complementary relationships between the activities of the Parties in India, the Proposed Combination is being filed under the Green Channel route with the Hon’ble Competition Commission of India in accordance with Section 6(4) of the Competition Act, 2002 (as amended) read with Rule 3 of the Competition (Criteria of Combination) Rules, 2024.

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