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 — Combination C-2026/05/1422

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), Build India Infrastructure Fund, Dilip Buildcon Limited and DBL Infraventures Private Limited.

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 13th May 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Anantam Highways Trust (AHT) [acting through its investment manager Alpha Alternatives Fund-Infra Advisors Private Limited (IM)] (InvIT), Build India Infrastructure Fund (BIIF), Dilip Buildcon Limited (DBL) and DBL Infraventures Private Limited (DIPL) [AHT, BIIF, DBL and DIPL are collectively referred to as ‘Acquirers’].

Combination Registration Number: C-2026/05/1422

2. The Notice was filed pursuant to Right of First Offer (ROFO) Agreements entered on 19th September 2025 amongst (i) BIIF, Axis Trustee Services Limited (Trustee) and the IM; and (ii) DBL, the Trustee and the IM (collectively ‘ROFO Agreements’).

3. The proposed combination entails the following: i. Step 1: The InvIT (acting through its IM) will purchase from the existing shareholders, 100% shareholding of: a. DAK Package I Expressway Private Limited (DPEPL), b. Bethamangala Expressway Private Limited (BEPL), c. Katra Expressway Private Limited (KEPL), d. Raipur-Visakhapatnam-CG-2 Highways Limited (RVHL), e. Bangarupalem Gudipala Highways Limited (BGHL), f. Poondiyankuppam Highways Limited (PHL), and g. Mehgama-Hansdiha Highways Limited (MHHL). [Hereinafter, DPEPL, BEPL, KEPL, RVHL, BGHL, PHL and MHHL are collectively referred to as the ‘Target Special Purpose Vehicles’ (Target SPVs).] ii. Step 2: The shareholders of the Target SPVs (i.e., DBL, BIIF and DIPL) will be issued units of the InvIT in consideration for the sale of shareholding in the Target SPVs to the InvIT. Step 1 and Step 2 are collectively referred to as the ‘Proposed Combination’ [The Acquirers and Target SPVs are collectively referred to as the ‘Parties’].

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 26th May 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirers. The response to the same was received vide communication dated 2nd June 2026. Subsequently, certain voluntary submissions were also provided vide communications dated 19th June 2026 and 22nd June 2026, respectively.

Combination Registration Number: C-2026/05/1422

Acquirers 5. The InvIT is stated to be registered as an infrastructure investment trust with the Securities and Exchange Board of India (SEBI) under the SEBI (InvIT) Regulations, 2014 (InvIT Regulations). It was set up as a contributory, determinate, irrevocable trust under the provisions of the Indian Trusts Act, 1882. It currently holds 7 road assets collectively amounting to 273.25 kms. The IM and the project manager of the InvIT are both 100% held by the sponsor i.e., Alpha Alternatives Fund Advisors LLP (AAFAL/ Sponsor).

6. The Sponsor/AAFAL is a limited liability partnership incorporated in India and is stated to be a wholly-owned and controlled entity of Alpha Alternatives Holdings Private Limited (AAHPL), which in turn is controlled by the Kothari Family Private Trust (collectively, ‘Alpha Alternatives Group’). AAHPL is a multi-asset class asset management firm that raises capital and manages investments on behalf of its clients. It is registered with SEBI as an investment advisor, portfolio manager and investment manager to alternative investment funds. It provides fund and asset management services to its clients and makes investments in various companies engaged in, amongst others, the infrastructure sector. As such, the Sponsor forms part of the Alpha Alternatives Group (which includes BIIF).

7. Prior to the Proposed Combination, DBL Group and Alpha Alternative Group presently hold 44.07% and 37.54% unitholding in the InvIT, respectively. Post Step 2, DBL Group’s unitholding in the InvIT will stand diluted to 43.63% and the Alpha Alternatives Group will hold 46.18%.

8. BIIF, a category II Alternative Investment Fund, is part of the Alpha Alternatives Group whose investment manager and sponsor is AAFAL. It 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 Combination Registration Number: C-2026/05/1422 trust documents. BIIF presently holds (i) 100% shareholding in DPEPL, BEPL, and KEPL, (ii) 12.89% in PHL, and (iii) 24.99% in RVHL, BGHL and MHHL each.

9. DBL is an Engineering, Procurement, and Construction (EPC) and Operation & Maintenance (O&M) 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. DBL (along with DIPL) presently holds 44.07% unitholding in the InvIT, 75% shareholding in MHHL, 74.99% in BGHL, 75% in RVHL, and 51.97% shareholding in PHL.

10. 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. The DBL Group includes DBL and its downstream affiliates (including DIPL). DIPL currently holds 23% shareholding in PHL.

Target SPVs 11. The Target SPVs operate road assets across several states in India and it holds projects which are based on National Highways Authority of India (NHAI) Hybrid Annuity Mode and accordingly, have entered into concession agreements with NHAI. The Target SPVs do not have any subsidiaries.

12. The details of the Target SPVs are provided below: a. DPEPL, a private limited company incorporated under the Companies Act, 2013, is a SPV of BIIF. It has entered into a concession agreement with the NHAI for concession of the Delhi-Amritsar-Katra Expressway. b. BEPL, a private limited company incorporated under the Companies Act, 2013, is a SPV of BIIF. It has entered into a concession agreement with NHAI for Combination Registration Number: C-2026/05/1422 concession of the Bangarpret to Bethamangala section of the Bengaluru - Chennai Expressway. c. KEPL, a private limited company incorporated under the Companies Act, 2013, is a SPV of BIIF. It 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. d. RVHL, a public unlisted company incorporated under the Companies Act, 2013, is a SPV of DBL. It has entered into a concession agreement with NHAI for concession of the Sargi - Basanwahi section of the Raipur - Visakhapatnam economic corridor. e. BGHL, a public unlisted company incorporated uunder the Companies Act, 2013, is a SPV of DBL. It has entered into a concession agreement with NHAI for concession of the Bangarupalem - Gudipala section of the Bangalore - Chennai Expressway. f. PHL, a public unlisted company incorporated under the Companies Act, 2013, is a SPV of DBL. It has entered into a concession agreement with NHAI for concession of the Puducherry - Poondiyankuppam section of NH-45A under Bharatmala Yojana Phase I. g. MHHL, a public unlisted company incorporated under the Companies Act, 2013, is a SPV of DBL. It has entered into a concession agreement with NHAI for concession of the Mehgama - Hansdiha section of NH-133 under Bharatmala Pariyojana.

13. The Commission considered the activities of the Acquirers (including affiliates) and the Target SPVs. Accordingly, the Commission considered the activities of (i) DBL Group vis a-vis DPEPL, BEPL and KEPL, (ii) Alpha Alternatives Group vis-a-vis RVHL, BGHL, MHHL and PHL; and (iii) Alpha Alternatives Group vis-à-vis the InvIT.

Combination Registration Number: C-2026/05/1422

14. Based on the information submitted, it is noted that none of the road/highway projects of (i) DBL Group overlap with the road projects of DPEPL, BEPL and KEPL, (ii) Alpha Alternatives Group overlap with the road projects of RVHL, BGHL, MHHL and PHL, and (iii) the InvIT overlap with the road projects of the Alpha Alternatives Group on account of them operating in different geographic territories. Accordingly, there is no horizontal overlap between the Parties. Nonetheless, competition assessment has been undertaken in the broader market segment of roads/highways assets in India.

15. Further, the Commission noted that a vertical linkage exists between DBL Group in provision of O&M services for roads and highways in India at the upstream level and DPEPL, BEPL and KEPL is operating at the downstream level in the market for provision of concessionaire services for roads and highways in India.

16. Considering the nature and extent of aforesaid overlap and the competition assessment given in the subsequent paragraph, the Commission observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in India in any of the markets examined and decided to keep the definition of relevant market open.

17. Considering the overall presence of Parties in the broader market segment of roads/highways assets as well as in the vertical linkages is miniscule, i.e. in the range of [0-5] %, the Proposed Combination is not likely to raise competition foreclosure concerns in India. Based on the submissions of the Parties, the Commission also noted that competition to secure concession agreements with NHAI takes place at the bidding stage between private players and that the Proposed Combination involves acquisition of SPVs engaged in road/highway assets and the same is not likely to alter the bidding dynamics.

18. 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)

Combination Registration Number: C-2026/05/1422 of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have concerns of AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

19. The order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

20. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

21. The Secretary is directed to communicate to the Acquirers accordingly.