CCI Clears IRB InvIT Fund’s Acquisition of Key Tollway SPVs, Anahera Investment

The Competition Commission of India (CCI) has approved a significant transaction involving IRB InvIT Fund, India’s first publicly listed Infrastructure Investment Trust, and Anahera Investment Pte. Ltd. The clearance covers two major components:

1. Acquisition of three tollway projects — IRB Hapur Moradabad Tollway Limited (IRBHM), Kaithal Tollway Limited (KTL), and Kishangarh Gulabpura Tollway Limited (KGTL) — by IRB InvIT Fund.

2. Acquisition of units of IRB InvIT Fund by Anahera Investment Pte. Ltd. through institutional placement.

This development marks another milestone in the consolidation and growth of India’s infrastructure financing sector, particularly under the SEBI (Infrastructure Investment Trusts) Regulations, 2014.

About IRB InvIT Fund

Launched in 2017, IRB InvIT Fund (Public InvIT) is India’s first publicly listed infrastructure investment trust. It provides investors exposure to a portfolio of operational toll road assets and plays a key role in mobilizing long-term capital for infrastructure projects. The trust is managed by IRB Infrastructure Pvt. Ltd. with IDBI Trusteeship Services Ltd. acting as the trustee.

The Target Tollway SPVs

The acquisition involves three Special Purpose Vehicles (SPVs), each managing key stretches of national highways:

• IRB Hapur Moradabad Tollway Limited (IRBHM): Manages the Hapur–Moradabad section of National Highway (NH)-24 (New NH-9) in Uttar Pradesh under a Build, Operate and Transfer (BOT) model. This corridor is a critical link for commuter and freight movement between Delhi, western UP, and Uttarakhand.

• Kaithal Tollway Limited (KTL): Operates the Kaithal–Rajasthan border section of NH-152/65 in Haryana. The project improves connectivity across the northern region, supporting agricultural trade and industrial traffic.

• Kishangarh Gulabpura Tollway Limited (KGTL): Undertook the augmentation of a 90 km stretch of NH-79/79A between Kishangarh and Gulabpura in Rajasthan, converting it into a six-lane highway on a Design, Build, Finance, Operate, and Transfer (DBFOT) basis. The route is part of the busy Delhi–Mumbai corridor, vital for trade and logistics.

Collectively, these three projects represent a sizeable addition to the Public InvIT portfolio, enhancing its revenue visibility and strengthening its long-term asset base.

Structure of the Proposed Combination

The proposed transaction has two major components:

1. Proposed Asset Acquisition by IRB InvIT Fund (Public InvIT): Under a binding term sheet dated 30 May 2025, IRB InvIT Fund will acquire 100% equity shares of the three SPVs. The agreement involves multiple stakeholders, including IRB Infrastructure Pvt. Ltd. (investment manager to the Public InvIT), IDBI Trusteeship Services Ltd. (trustee), and MMK Toll Road Pvt. Ltd. (investment manager to the IRB Infrastructure Trust, Private InvIT).

2. Proposed Acquisition by Anahera Investment Pte. Ltd.: Anahera, a global investment firm, will acquire units of the Public InvIT through institutional placement. The placement will be subject to pricing and prevailing market conditions. This investment is expected to provide liquidity and strengthen the InvIT’s capital base for future acquisitions.

Implications for India’s Infrastructure Sector

• For IRB InvIT: The acquisition expands its portfolio with strategically important road assets across three states, improving geographical diversification and long-term revenue flows.

• For Investors: Institutional placement by Anahera signals growing foreign investor confidence in India’s infrastructure assets.

• For the Economy: The move supports India’s National Infrastructure Pipeline (NIP) goals, mobilizing private and global capital for critical transport infrastructure.

• For Policy: The transaction demonstrates the effectiveness of InvITs as a financing mechanism, reducing dependence on traditional debt-heavy models.

CCI’s Approval: A Green Signal for Growth

By granting approval, the CCI confirmed that the proposed combination does not raise concerns of market concentration or anti-competitive impact in the infrastructure and toll road sector. The clearance allows IRB InvIT Fund to proceed with asset acquisition, while Anahera’s investment will inject additional capital into the trust.

Outlook

The deal underscores the growing role of InvITs in India’s infrastructure financing framework. With road transport and highways being a cornerstone of India’s growth strategy, such investments are expected to improve connectivity, logistics efficiency, and regional development.

The partnership between IRB InvIT Fund and Anahera Investment reflects a convergence of domestic infrastructure expertise and international capital, bolstering India’s ambition to become a global leader in infrastructure development.