Shrem InvIT Combination

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Annexure- L

Summary of the Combination

[Under Regulation 13(1A) of the Competition Commission of India (Procedure in Regard to the Transaction of Business relating to Combinations) Regulations, 2011 (as amended)]

1. PARTIES TO THE PROPOSED COMBINATION

The names of the parties to the proposed Combination are:

a) Shrem InvIT which is the acquirer (Acquirer).

b) APCO Infratech Private Limited as 'Seller 1'

c) Chetak Enterprises Limited as 'Seller 2'. (Seller 1 and Seller 2 are collectively referred to as the 'Sellers').

d) Targets Companies:

• (i) APCO Arasavalli Expressway Private Limited, ('SPV1'),

• (ii) Freedompoint Expressway Private Limited, ('SPV2'),

• (iii) APCO Navkalyan Expressway Pvt Ltd, ('SPV3')

• (iv) APCO Chetak Ultraway Private Limited, ('SPV4'),

• (v) Apco Chetak Expressway Private Limited, ('SPV5'),

Acquirer, Sellers, and Target Companies are collectively referred to as the "Parties."

2. THE NATURE OF THE COMBINATION

The Acquirer proposes to acquire 100% of the shareholding along with loan (secured and unsecured) of SPV 1, SPV 2, and SPV 3 from APCO Infratech Private Limited (Seller 1) and 100% of the shareholding along with loan (secured and unsecured) of SPV 4 and SPV 5 from APCO Infratech Private Limited (Seller 1) and Chetak Enterprises Limited (Seller 2), subject to the receipt of necessary approvals. The consideration for the acquisition of all five SPVs will be paid in Cash. (i.e., the "Proposed Transaction"). The Proposed Transaction will qualify as a 'Combination' under Section 5(a) of the Competition Act.

PURPOSE OF THE PROPOSED COMBINATION:

The main purpose of the proposed Combination is Strategic Investment by Shrem InvIT within the framework of SEBI (InvIT) Regulation, 2014.

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3. BUSINESS(ES) OF THE PARTIES TO THE COMBINATION

The Acquirer

Shrem InvIT, Acquirer is an irrevocable trust incorporated under the Indian Trusts Act, 1882, and registered with the Securities and Exchange Board of India as an Infrastructure Investment Trust (InvIT) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (InvIT Regulations). The Units of the Shrem InvIT are listed with the National Stock Exchange of India (NSE).

Acquirer has been set up to carry out the activities of an InvIT and to make investments in road infrastructure projects (referred to as SPVs or road infra projects hereinafter). As per regulation 2(1)(o) SEBI InvIT Regulations 2014, an InvIT essentially can invest in completed and revenue- generating infra projects or Pre-COD projects only. Accordingly, the Acquirer invests only in completed, revenue-generating, and operational road infra projects.

At present, Acquirer owns, operates, and maintains a portfolio of 34 road infra projects ('Existing Projects'), which are concessions awarded by National and State highway authorities under the Public Private Partnership (PPP) mode. These Existing Projects are having presence in nine states viz. Madhya Pradesh, Maharashtra, Uttar Pradesh, Karnataka, Gujarat, Jharkhand, Andhra Pradesh, Odisha and Chhattisgarh

Sellers:

Seller 1 has been incorporated under the Companies Act, 1956, engaged inter-alia in the business of the development of National and State highways across India. Seller 1 specialises in developing various infrastructure projects including Highways, Energy, Tunnel, Irrigation, Urban infrastructure and Industrial development. At present, APCO manages a large number of highway projects in the states of Uttar Pradesh, Bihar, Haryana, Maharashtra, Andhra Pradesh, Tamil Nadu, Jharkhand and Delhi/NCR under the PPP mode.

Seller 2 has been incorporated under the Companies Act, 1956, and is in the business of the development of roads on EPC mode in India & abroad. It also has a presence in the field of highway development on a PPP basis in India. Till date, Chetak has developed more than 1000 Kms of highways in India and currently has 10 operational projects having Toll collection.

Seller 1 and Seller 2 Chetak have been executing road projects under all formats i.e Engineering Procurement and Construction (EPC), Built Operate and Transfer (BoT) and on Hybrid Annuity Mode (HAM) basis.

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Target Companies:

The Target Companies have been incorporated under the Companies Act, 2013 for constructing and operating road projects under the concession agreement executed with National Highway Authority of India (NHAI) under the HAM model

The bids for these road projects were awarded to Seller 1 and Seller 2 through a competitive bidding process by NHAI under the PPP mode. Post winning the awards, the Sellers have set up the Target Companies to take up the construction and operations work for each project individually. These road project are now complete and have achieved Commercial Operations Date (CoD). Thus the Target Companies are operating completed roads which are revenue- generating.

4. THE RESPECTIVE MARKETS IN WHICH THE PARTIES TO THE COMBINATION OPERATE

It is submitted that the Proposed Transaction is not likely to cause an appreciable adverse impact on the Competition. In light of the above, it is respectfully submitted that the Hon'ble Commission can leave the relevant market open to assess the Proposed Transaction.

However, without prejudice to the above submission and for the sake of completeness, the relevant market may be considered as the "Road Infrastructure"