Anantam Highways Trust IPO

The IPO opens on 07 Oct 2025 & closes on 09 Oct 2025.

Anantam Highways Trust is an Indian infrastructure investment trust which proposes to invest in road infrastructure assets. The Trust is sponsored by Alpha Alternatives Fund Advisors LLP (the Sponsor). The Sponsor established the Trust on July 24, 2024 and the Trust was registered with SEBI on August 19, 2024 as an InvIT in accordance with the InvIT Regulations. The Trust's principal investment objective is to carry on the activity of an infrastructure investment trust under the InvIT Regulations. The Sponsor is a multi-asset class multi-strategy asset management entity that creates investment solutions across various asset-classes, including but not limited to, infrastructure, credit, real estate, equities, commodities, and fixed income securities. The Sponsor is a subsidiary of Alpha Alternatives Holdings Private Limited. Further, Alpha Alternatives Fund-Infra Advisors Private Limited has been appointed as Investment Manager pursuant to the Investment Manager Agreement, and Arsenio Strategies Private Limited has been appointed as Project Manager to the Trust. The initial portfolio of assets include the following nine Projects, which comprises national highways that are located in the states of Karnataka, Telangana, Gujarat, Bihar, Tamil Nadu and one union territory of Puducherry, acquired by way of 100% shareholding in eight Project SPVs and 49% shareholding in one Project SPV. These projects comprise of The Dhrol Bhadra Highways Limited (DBHL), The Dodaballapur Hoskote Highways Limited (DHHL), The Repallewada Highways Limited (RHL), The Viluppuram Highways Limited (VHL), The Narenpur Purnea Highways Limited (NPHL), The Bangalore Malur Highways Limited (BMHL), The Poondiyankuppam Highways Limited (PHL), The DPJ Pollachi HAM Project Private Limited (DPHPPL) and The Malur Bangarpet Highways Limited (MBHL). In a HAM project, the concessioning authority shares a portion of the total project cost during the construction phase. The concessioning authority for all the Projects is NHAI. The Trust has filed a Draft Offer Document and is planning to raise money from public aggregating to Rs 400 Cr Units by way of IPO.

Anantam Highways Trust IPO will close on 09 Oct 2025.

<ul><li>Strong lineage and support from our Sponsor and Project Manager.</li><li>Consistent and stable cash flows from assets with long term visibility and low counter party risks.</li><li>Strong financial position.</li><li>Government support and an established regulatory framework.</li><li>Skilled and experienced Investment Manager having strong corporate governance philosophy.</li><li>Skilled and experienced O&M Contractor.</li></ul>

No risks available.

<ul><li>The Trust is a newly settled trust and does not have an established operating history, which will make it difficult to accurately assess our future growth prospects.</li><li>DPJ Pollachi HAM Project Private Limited ("DPHPPL") had received a cure period notice from the concessioning authority, NHAI, on account of, inter alia, delay in completion of the project, noncompletion of punch list items and breach of certain covenants under its Concession Agreement.</li><li>Consummation of the Formation Transactions pursuant to which we will acquire the Project SPVs is subject to certain conditions.</li><li>In relation to the proposed acquisition of one of the Project SPVs, namely, DPHPPL, the Trust will acquire 100% of the issued, subscribed and paid-up equity share capital of DPHPPL from AAHPL (directly or indirectly through its affiliates) only once the acquisition of DPHPPL is completed by AAHPL (directly or indirectly through its affiliates) from DP Jain And Co Infrastructure Private Limited.</li><li>The acquisition by the Trust of the Project SPVs (except DPHPPL) from DBL, DBL Infraventures Private Limited, Alpha Alternatives Infrastructure Fund, Alpha Alternatives Financial Services Private Limited, Spectrum Edge LLP, Build India Infrastructure Fund and other shareholders of the Project SPVs and acquisition of DPHPPL from AAHPL(directly or indirectly through its affiliates) , or any other asset from third parties in the future, may be subject to certain risks, which may result in damages and losses. We may not be able to recover losses arising from the acquisition of such Project SPVs from the above-mentioned parties under relevant contractual arrangements.</li><li>We intend to acquire 100% of the issued, subscribed and paid-up share capital of PHL pursuant to the PHL Securities Purchase Agreement and any failure to acquire such percentage of PHL could have a material adverse effect on our business, financial condition and results of operations.</li><li>Our failure and inability to identify and acquire new infrastructure assets that generate comparable revenue, profits or cash flows may have an adverse effect on our business, financial condition, cash flows and results of operations and our ability to make distributions.</li><li>Our Auditor has included a matter of emphasis relating to the Special Purpose Combined Financial Statements of the Trust. We cannot assure you whether such matter of emphasis will not arise in the future.</li><li>The accuracy of statistical and other information with respect to the road infrastructure sector, the Industry Report and the Technical Report issued by the Technical Consultants and commissioned by the Investment Manager for the Projects contained in this Draft Offer Document cannot be guaranteed.</li><li>The Special Purpose Combined Financial Statements and Projections of Revenue from Operations and Cash Flow from Operating Activities presented in this Draft Offer Document may not be indicative of the future financial condition and results of operations of the Trust.</li><li>The Valuation Report by S. Sundararaman (the "Valuer") is not an opinion on the commercial merits and structure of the Issue nor is it an opinion, express or implied, as to the future trading price of Units or the financial condition of the Trust upon the Listing, and the valuation of the Project SPVs contained in such Valuation Report may not be indicative of the true value of the Project SPVs.</li><li>Our revenues from our Project SPVs are dependent on receiving consistent annuity income and interest on annuity income from NHAI.</li><li>We may be subject to inflation/deflation and interest rate risks.</li><li>The Project SPVs may be subject to penalties and claims from the concessioning authorities and third parties during the course of operations of the Projects and may not be able to recover all operational losses from the Project Manager and/ or other contractors providing operations and maintenance services to the Projects.</li><li>The terms of the Project Implementation and Management Agreements, O&M Agreements, may change subject to comments that may be provided by the Concessioning Authority.</li><li>Our operating expenses are dependent on the routine and periodic major maintenance obligations contained in the O&M agreement and are subject to fluctuations.</li><li>The operation and maintenance costs of our projects may increase due to factors beyond our control.</li><li>The Project SPVs have entered into concession agreements which contain certain onerous provisions and any failure to comply with such concession agreements could result in adverse consequences including penalties and the substitution of the concessionaire. The Project SPVs may incur additional costs due to change in law/ change in scope under the Concession Agreements. NHAI may not compensate the respective Project SPVs in a timely manner or at all which may have material adverse effect on our financial conditions, results of operations and cash flows.</li><li>The concession agreements may be terminated prematurely under certain circumstances.</li><li>The DINs of two of the directors of the Investment Manager were revoked in the past due to noncompliance of Companies Act, 2013, by certain companies with which they were associated.</li><li>The Project SPVs have a limited period to operate the Projects as the concession periods granted to the Project SPVs are fixed.</li><li>The Project SPVs, which are responsible for the operation and maintenance of the Projects under the respective concession agreements, may be directed by the relevant concessioning authority to undertake, and the Project SPVs will be obliged to perform, additional construction work.</li><li>The Project SPVs depend on the O&M Contractors to operate and maintain the Projects. Any delay, default or unsatisfactory performance by the O&M Contractors could adversely affect the Project SPVs' ability to effectively operate or maintain the Projects.</li><li>The ability of the Trust to make or maintain consistency in distributions to Unitholders depends on the financial performance of the Project SPVs and their profitability.</li><li>An inability to obtain, renew or maintain the required statutory and regulatory permits and approvals or to comply with the applicable laws may have an adverse effect on the business of the Project SPVs.</li><li>The flexibility of the Trust and the Project SPVs to utilise available funds may be restricted by the escrow arrangements they are required to maintain under the concession agreements.</li><li>The Project SPV's financing agreements entail interest at variable rates, and any increase in interest rates may adversely affect our results of operations, financial condition and cash flows. Further, the Project SPVs are subject to restrictive covenants under their financing agreements that could limit our flexibility in managing our business or to use cash or other assets.</li><li>We may face limitations and risks associated with debt financing, refinancing and restrictions on investment, which may adversely affect our operations and our ability to make distributions to Unitholders.</li><li>Lower than expected returns on our investment in our Projects may adversely affect our financial results.</li><li>The lenders of the Project SPVs may not release the pledge of shares or waive the obligations under non-disposal undertakings of certain Project SPVs, that has been created pursuant to loan agreements that have been entered into between the Project SPVs and their lenders.</li><li>Failure to comply with and changes in, safety, health and environmental laws and regulations in India may adversely affect the business, prospects, financial condition and results of operations of the Project SPVs.</li><li>Failure of insurance policies to provide adequate protection against all possible risks. There can be no assurance that all risks associated with the Project SPVs are adequately insured against.</li><li>The cost of repairing and refurbishing existing equipment for operating, maintaining and monitoring the Projects could be significant and could adversely affect the results of operations, cash flows and financial condition of the Project SPVs.</li><li>The cost of implementing new technologies for monitoring our Projects could materially and adversely affect our business, financial condition and results of operations.</li><li>The business and financial performance of the Trust, the operations of the projects and any future projects that the Trust may acquire, are significantly dependent on the policies of, and relationships with, various government entities in India and could be affected if there are adverse changes in such policies or relationships.</li><li>The Project SPVs and the various projects undertaken by them may be subject to legal or regulatory action and the Trust may be required to incur substantial expenses in defending any such actions and there is no assurance that the Project SPVs will be successful in defending such actions.</li><li>The Trust, Sponsor, Investment Manager, Project Manager and/or their respective associates, the Project SPVs, Sponsor Group and the Trustee are or may in the future, from time to time, be involved in legal proceedings, which if determined against such parties, may have an adverse effect on the reputation, business and results of operations of the Trust.</li><li>The Trust does not own the trademark "Anantam Highways Trust" and the associated logo to be used by it for its business and its ability to use the trademark may be impaired.</li><li>The Investment Manager and the Sponsor do not own the trademark "Alpha Alternatives" and the associated logo to be used by it for their business and its ability to use the trademark may be impaired.</li><li>The Project SPVs may be held liable for the payment of wages to the contract labourers engaged indirectly in the operations of the Trust.</li><li>The results of operations of the Project SPVs could be adversely affected by strikes, work stoppages or increased wage demands by the employees of the Project SPV, O&M Contractors or other subcontractors.</li><li>We have entered into material related party transactions and may continue to do so in the future, which may potentially involve conflict of interests with the Unitholders.</li><li>The actual performance of the Trust is subject to significant business, regulatory, and tax risks, uncertainties and contingencies that could cause actual results to differ materially from the forwardlooking statements in this Draft Offer Document.</li><li>It may be difficult for the Trust to dispose of its non-performing assets.</li><li>We have received provisional credit ratings from credit rating agencies.</li><li>The Sponsor and its associates may be engaged in various other businesses.</li><li>The Trust must maintain certain investment ratios which may pose additional risks.</li><li>We depend on the Investment Manager, the Project Manager and the Trustee to manage our business and assets, and our financial condition, results of operations and cash flows and our ability to make distributions may be harmed if the Investment Manager, Project Manager or the Trustee fail to perform satisfactorily. The rights of the Trust and the rights of the Unitholders to recover claims against the Project Manager, the Investment Manager or the Trustee may be limited.</li><li>Our success depends in large part upon the Investment Manager and Project Manager, the management and personnel that they employ, and their ability to attract and retain such persons.</li><li>The Investment Manager has limited experience in investment management activities for an InvIT and may not be able to successfully implement its investment strategy for and Investment Objectives of the Trust or to manage the Trust's growth effectively.</li><li>We will depend on certain directors and key employees of the Investment Manager, the Project Manager and the Project SPVs, and such entities may be unable to retain such personnel or to replace them with similarly qualified personnel, which could have a material, adverse effect on the business, financial condition, cash flows, results of operations and prospects of the Trust and the Project SPVs.</li><li>Upon completion of the Issue, the Sponsor may be able to exercise significant influence over activities of the Trust on which Unitholders are entitled to vote. The Sponsor's interests may be different from Unitholders.</li><li>The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. We cannot assure you that the Investment Manager will be able to comply with such requirements.</li><li>The Trust may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.</li><li>As a proposed shareholder of the Project SPVs, the Trust's rights are subordinated to the rights of creditors, debt holders and other parties specified under Indian law in the event of insolvency or liquidation of the Project SPVs.</li><li>Information and the other rights of Unitholders under Indian law may differ from such rights available to equity shareholders of an Indian company or under the laws of other jurisdictions.</li><li>Parties to the Trust are required to satisfy the eligibility conditions specified under Regulation 4 of the InvIT Regulations on an ongoing basis. We may not be able to ensure such ongoing compliance by the Sponsor, the Investment Manager, the Project Manager and the Trustee, which could result in the cancellation of the registration of the Trust.</li><li>We are governed by the provisions of, amongst others, the InvIT Regulations and the Securities Contracts (Regulation) Act, 1956 ("SCRA"), the implementation and interpretation of which, is evolving. The evolving regulatory framework governing infrastructure investment trusts in India may have a material adverse effect on the ability of certain categories of investors to invest in the Units, our business, financial condition and results of operations and our ability to make distributions to the Unitholders.</li><li>The reporting requirements and other obligations of infrastructure investment trusts post-listing are still evolving. Accordingly, the level of ongoing disclosures made to, and the protection granted to our Unitholders may be more limited than those made to or available to shareholders of a company that has listed its equity shares upon a recognised stock exchanges in India.</li><li>It may be difficult for the Unitholders to remove the Trustee or the Investment Manager.</li><li>Unitholders will have no vote in the election or removal of Directors in the Investment Manager and will be able to remove the Investment Manager and Trustee only pursuant to a majority resolution.</li><li>Our results may be adversely affected by future unforeseen events, such as adverse weather conditions, natural disasters, terrorist attacks or threats, future epidemics or pandemics or other catastrophic events.</li><li>We are exposed to risks associated with the road sector in India.</li><li>Our performance and growth are dependent on the factors affecting the Indian economy.</li><li>Changing laws, rules and regulations, including changes in legislation or the rules relating to tax regimes, legal uncertainties and the political situation in India may adversely affect our business, financial condition, results of operations and ability to make distributions to our Unitholders.</li><li>We may be exposed to variations in foreign exchange rates. Fluctuations in the exchange rate of the Indian Rupee with respect to the U.S. Dollar or other currencies could affect the foreign currency equivalent of the value of the Units and any distributions.</li><li>A decline in India's foreign exchange reserves may reduce liquidity and increase interest rates in India, which could have an adverse impact on us.</li><li>Social, economic and political conditions and natural disasters could have a negative effect on our business.</li><li>Any downgrading of India's debt rating by rating agencies could have a negative impact on our business.</li><li>Financial instability in other countries may cause increased volatility in Indian financial markets.</li><li>If inflation rises in India, increased costs may result in a decline in profits.</li><li>Significant differences exist between Ind AS and other accounting principles, such as IFRS, Indian GAAP and U.S. GAAP, which may be material to investors' assessments of our financial condition, result of operations and cash flows.</li><li>Unitholders may not be able to enforce a judgment of a foreign court against the Trust or the Investment Manager.</li><li>We may be affected by competition law in India and any adverse application or interpretation of the Competition Act, 2002 ("Competition Act") could adversely affect our business.</li><li>Changes in legislation or the rules relating to tax regimes could materially and adversely affect our business, prospects and results of operations.</li><li>Investors may be subject to Indian taxes arising out of capital gains on the sale of Units and on any dividend or interest component of any returns from the Units.</li><li>Tax laws are subject to changes and differing interpretations, which may adversely affect our operations.</li><li>The Trust and the Project SPVs may be subject to certain tax related risks under the provisions of the IT Act.</li><li>The income of the Trust in relation to which pass through status is not granted under the IT Act may be chargeable to Indian taxes.</li><li>The sale or possible sale of a substantial number of Units by the Sponsor or Sponsor Group (if applicable) in the public market following the end of its lock-in requirement as prescribed under the InvIT Regulations could adversely affect the price of the Units.</li><li>No investors are permitted to withdraw or lower their Bids (in terms of quantity of Units or the Bid Amount) at any stage after submitting a Bid.</li><li>Under Indian law, foreign investors are subject to restrictions that limit their ability to transfer or redeem Units, which may adversely impact the trading price of the Units.</li><li>The Units have never been traded and the listing of the Units on the Stock Exchanges may not result in an active or liquid market for the Units.</li><li>Market and economic conditions may affect the market price and demand for the Units.</li><li>There is no assurance that our Units will remain listed on the stock exchanges.</li><li>The Issue Price of the Units may not be indicative of the market price of the Units after the Issue.</li><li>Any future issuance of Units by us may dilute investors' Unitholding. The sale or possible sale of a substantial number of Units by the Sponsor, Sponsor Group or another significant Unitholder could adversely affect the price of the Units.</li><li>Rights of Unitholders under Indian law may be more limited than under the laws of other jurisdictions.</li><li>The Trust is a newly settled trust and does not have an established operating history, which will make it difficult to accurately assess our future growth prospects.</li><li>Consummation of the Formation Transactions of the Project SPVs pursuant to which we will acquire the Project SPVs, and the proposed refinancing of the Project SPVs, is subject to certain conditions.</li><li>The acquisition by the Trust of the Project SPVs from Alpha Alternatives Infrastructure Fund, Alpha Alternatives Financial Services Private Limited, Spectrum Edge LLP, Build India Infrastructure Fund ("Alpha Entities"), DBL, DBL Infraventures Private Limited and other shareholders of the Project SPVs or any other asset from third parties in the future, may be subject to certain risks, which may result in damages and losses. We may not be able to recover losses arising from the acquisition of such Project SPVs from the above-mentioned parties under relevant contractual arrangements.</li><li>The Project SPVs may be subject to penalties and claims from the concessioning authorities and third parties during the course of operations of the Projects and may not be able to recover all operational losses from the Project Manager and/ or other contractors providing operations and maintenance services to the Projects.</li><li>The lenders of the Project SPVs may not release the pledge of shares or waive the obligations under non-disposal undertakings of certain Project SPVs, that has been created pursuant to loan agreements that have been entered into between the Project SPVs and their lenders.</li><li>The business and financial performance of the Trust, the operations of the projects and any future projects that the Trust may acquire, are significantly dependent on the policies of, and relationships with, various government entities in India and could be affected if there are adverse changes in such policies or relationships.</li><li>Our failure and inability to identify and acquire new infrastructure assets that generate comparable revenue, profits or cash flows may have an adverse effect on our business, financial condition, cash flows and results of operations and our ability to make distributions.</li><li>Our Auditor has pointed out a few other matters in their report to the Special Purpose Combined Financial Statements of the Trust.</li><li>The accuracy of statistical and other information with respect to the road infrastructure sector, the Industry Report and the Technical Report issued by the Technical Consultant and commissioned by the Investment Manager for the Projects contained in this Offer Document cannot be guaranteed.</li><li>The Special Purpose Combined Financial Statements and Projections of Revenue from Operations and Cash Flow from Operating Activities presented in this Offer Document may not be indicative of the future financial condition and results of operations of the Trust.</li><li>The Valuation Report by S. Sundararaman (the "Valuer") is not an opinion on the commercial merits and structure of the Issue nor is it an opinion, express or implied, as to the future trading price of Units or the financial condition of the Trust upon the Listing, and the valuation of the Project SPVs contained in such Valuation Report may not be indicative of the true value of the Project SPVs.</li><li>The flexibility of the Trust and the Project SPVs to utilise available funds may be restricted by the escrow arrangements they are required to maintain under the concession agreements.</li><li>Our revenues from our Project SPVs are dependent on receiving consistent annuity income and interest on annuity income from NHAI.</li><li>We may be subject to inflation/deflation and interest rate risks.</li><li>Failure to comply with and changes in, safety, health and environmental laws and regulations in India may adversely affect the business, prospects, financial condition and results of operations of the Project SPVs.</li><li>Our operating expenses are dependent on the routine and periodic major maintenance obligations contained in the O&M agreement and are subject to fluctuations.</li><li>The operation and maintenance costs of our projects may increase due to factors beyond our control.</li><li>The Project SPVs have entered into concession agreements which contain certain onerous provisions and any failure to comply with such concession agreements could result in adverse consequences including penalties and the substitution of the concessionaire. The Project SPVs may incur additional costs due to change in law/ change in scope under the Concession Agreements. NHAI may not compensate the respective Project SPVs in a timely manner or at all which may have material adverse effect on our financial conditions, results of operations and cash flows.</li><li>The concession agreements may be terminated prematurely under certain circumstances.</li><li>The DINs of two of the directors of the Investment Manager were revoked in the past due to non-compliance of Companies Act, 2013, by certain companies with which they were associated.</li><li>Our Sponsor is required to maintain certain filings with respective statutory authorities. Any delay in payment of statutory dues or non-payment of statutory dues by the Sponsor may attract financial penalties from the respective authorities on the Sponsor.</li><li>The Project SPVs have a limited period to operate the Projects as the concession periods granted to the Project SPVs are fixed.</li><li>The Project SPVs, which are responsible for the operation and maintenance of the Projects under the respective concession agreements, may be directed by the relevant concessioning authority to undertake, and the Project SPVs will be obliged to perform, additional construction work.</li><li>The Project SPVs depend on the O&M Contractors to operate and maintain the Projects. Any delay, default or unsatisfactory performance by the O&M Contractors could adversely affect the Project SPVs' ability to effectively operate or maintain the Projects.</li><li>The ability of the Trust to make or maintain consistency in distributions to Unitholders depends on the financial performance of the Project SPVs and their profitability.</li><li>An inability to obtain, renew or maintain the required statutory and regulatory permits and approvals or to comply with the applicable laws may have an adverse effect on the business of the Project SPVs.</li><li>The Project SPV's financing agreements entail interest at variable rates, and any increase in interest rates may adversely affect our results of operations, financial condition and cash flows. Further, the Project SPVs are subject to restrictive covenants under their financing agreements that could limit our flexibility in managing our business or to use cash or other assets.</li><li>We may face limitations and risks associated with debt financing, refinancing and restrictions on investment, which may adversely affect our operations and our ability to make distributions to Unitholders.</li><li>Lower than expected returns on our investment in our Projects may adversely affect our financial results.</li><li>Failure of insurance policies to provide adequate protection against all possible risks. There can be no assurance that all risks associated with the Project SPVs are adequately insured against.</li><li>The cost of repairing and refurbishing existing equipment for operating, maintaining and monitoring the Projects could be significant and could adversely affect the results of operations, cash flows and financial condition of the Project SPVs.</li><li>The cost of implementing new technologies for monitoring our Projects could materially and adversely affect our business, financial condition and results of operations.</li><li>The Project SPVs and the various projects undertaken by them may be subject to legal or regulatory action and the Trust may be required to incur substantial expenses in defending any such actions and there is no assurance that the Project SPVs will be successful in defending such actions.</li><li>The Trust, Sponsor, Investment Manager, Project Manager and/or their respective associates, the Project SPVs, Sponsor Group and the Trustee are or may in the future, from time to time, be involved in legal proceedings, which if determined against such parties, may have an adverse effect on the reputation, business and results of operations of the Trust.</li><li>The Trust does not own the trademark "Anantam Highways Trust" and the associated logo to be used by it for its business and its ability to use the trademark may be impaired.</li><li>The Investment Manager and the Sponsor do not own the trademark "Alpha Alternatives" and the associated logo to be used by it for their business and its ability to use the trademark may be impaired.</li><li>The Project SPVs may be held liable for the payment of wages to the contract labourers engaged indirectly in the operations of the Trust.</li><li>The results of operations of the Project SPVs could be adversely affected by strikes, work stoppages or increased wage demands by the employees of the Project SPV, O&M Contractors or other sub-contractors.</li><li>We have entered into material related party transactions and may continue to do so in the future, which may potentially involve conflict of interests with the Unitholders.</li><li>The actual performance of the Trust is subject to significant business, regulatory, and tax risks, uncertainties and contingencies that could cause actual results to differ materially from the forward-looking statements in this Offer Document.</li><li>It may be difficult for the Trust to dispose of its non-performing assets.</li><li>We have received provisional credit ratings from credit rating agencies.</li></ul>

The Issue type of Anantam Highways Trust is Book Building.

The minimum application for shares of Anantam Highways Trust is 150.

The total shares issue of Anantam Highways Trust is 40000000.

Anantam Highways Trust (the "Trust") is issuing up to [*] units (as defined below) for cash at a price of Rs. [*] per unit aggregating up to Rs. 400.00 crores (the "Issue"). Price Band : Rs.98 to Rs.100 per unit Bids can be Made for minimum of 150 units and in multiples of 150 units thereafter by bidders other than anchor investors.