New Delhi, June 9 -- When Alpha Alternatives-backed Anantam Highways Trust completed a modest Rs 400-crore initial public offering in October last year, it barely registered as a footnote in India''s infrastructure calendar. The infrastructure investment trust's offering was subscribed 5.6 times and its units listed at a slight premium to the issue price of Rs 100.

Seven months later, Anantam acquired seven more highway assets at an enterprise value of roughly Rs 4,700 crore via a mix of unit swaps and debt - a deal that, if completed as planned by end-2026, will double the InvIT's portfolio and push its enterprise value well past Rs 10,000 crore.

But management has an even larger number in mind: Rs 25,000 crore in AUM by FY29. That is a roughly fivefold increase in three years from a vehicle that did not exist 18 months ago. Whether it is achievable - and what it will cost in leverage, dilution, and operational complexity - is an interesting question.

To understand Anantam, one first needs to understand the two parties who built it-Dilip Buildcon and Alpha Alternatives.

Dilip Buildcon

Dilip Buildcon, which also promotes the privately listed Shrem InvIT, is a Bhopal-based engineering and construction company that spent much of the last decade accumulating hybrid annuity model (HAM) road projects from the National Highways Authority of India (NHAI).

HAM projects require a developer to put in equity, bear construction risk, and then recover the remaining 60% of the project cost through semi-annual annuity payments from the NHAI over a 15-year operational period.

By the end of FY26, Dilip Buildcon's consolidated net debt stood at Rs 7,244 crore, a persistent overhang on its stock and credit profile. This, as revenue during the year fell 20.6% to Rs 8,984 crore amid weak NHAI ordering, although its profits rose.

The company's answer is a strategy it calls DBL 2.0: systematically monetising its HAM portfolio through InvIT structures - retaining operation and maintenance contracts and unit holdings while recycling unlocked capital into debt reduction. It has pledged to become near-net-debt-free by FY28. As of March 2026, Dilip Buildcon's InvIT unit holdings were valued around Rs 1,600 crore, with roughly Rs 1,400 crore of that in Anantam alone. The InvIT is not merely a financial product for Dilip Buildcon - it is the load-bearing column of its balance sheet repair.

Alpha Alternatives

Mumbai-based Alpha Alternatives, a multi-asset alternatives firm, is Anantam's sponsor and investment manager. Its infrastructure arm manages the Build India Infrastructure Fund (BIIF) that raised Rs 3,800 crore at its first close in November 2024. The BIIF is not a passive bystander - it is simultaneously a co-seller of assets to the trust and a co-recipient of InvIT units, a dual role whose implications we return to later.

The structural logic is straightforward: Alpha raises a private fund that acquires operational HAM assets, stabilises their cash flows, and rotates them into the listed InvIT. Dilip Buildcon does the same with its construction pipeline. Anantam sits at the terminus of both conveyor belts, absorbing assets, issuing units, and distributing annuity receipts to listed investors.

To be sure, Anantam is not unique in following such a model. Comparable platforms exist - KKR's Vertis Infrastructure Trust and the NHAI's own National Highways Infra Trust (NHIT), which has raised over Rs 46,000 crore since its 2021 listing.

But the specific combination of a private infrastructure fund as both sponsor and investment manager, with an EPC contractor as asset supplier, O&M contractor, and significant unit-holder, gives Anantam a structure distinctive enough to invite scrutiny.

Predictability as both product and constraint

Anantam's pitch rests almost entirely on the properties of HAM. Unlike toll-road InvITs, where revenue depends on traffic volumes, HAM operators collect from the NHAI regardless of how many vehicles use the road. There is no demand risk, no monsoon surprise, no recession-driven freight dip. Anantam's EBITDA margin in Q4 FY26 was over 90%, reflecting the near-absence of variable costs once construction is complete.

There is, however, a financing cost overhang. The InvIT's average borrowing rate stands at around 7.5% on floating-rate bank debt - a spread of 50-65 basis points above smaller HAM InvIT peers. The InvIT's management has signalled an intention to refinance via the bond market, but that requires scale, credit depth, and favourable conditions. At a Rs 2,000-crore debt book, the current premium costs roughly Rs 10-13 crore annually in additional interest; as the portfolio scales toward Rs 10,000 crore, that differential becomes considerably more consequential.

The same model that creates predictability also caps upside. The concession clock ticks down relentlessly - the initial portfolio's average residual concession life was around 13 years at listing, shortening by a year each fiscal year, with no terminal asset value at the end. This structural reality makes scale not merely desirable but necessary: a smaller HAM InvIT with maturing assets and no acquisition pipeline becomes a progressively less attractive vehicle for investors who need long-duration, reinvestable cash flows.

What the numbers show

Since listing, the trust has reported a cumulative distribution of Rs 5.44 per unit in FY26. At a unit price of around Rs 105-110, this implies a distribution yield of roughly 5% - at the lower end of what institutional investors typically require from infrastructure yield products. A Minimum Alternate Tax liability and a one-time deferred tax charge tipped the InvIT into a quarterly loss at one point, unsettling investors. In Q4 FY26, it saw a rebound - consolidated profit after tax came in at Rs 202.87 crore, with NAV of Rs 115.80 per unit as of March 31, 2026.

The board's May 2026 approval to acquire seven new assets is the most consequential decision Anantam has taken since listing. Notable is not just the size but the geography. The Delhi-Amritsar-Katra Expressway, the Bengaluru-Chennai Expressway, the Raipur-Visakhapatnam economic corridor, and the Mehgama-Hansdiha package on NH-133 extend the trust's footprint across northern, southern, central, and eastern India. Post-acquisition, Anantam will span 10 states, up from six.

The consideration is entirely in Anantam units issued to Dilip Buildcon, DBL Infraventures, and BIIF - no cash leaves the trust. It expands by diluting existing unitholders, who receive stakes in a listed vehicle rather than cash.

But there are some critical unanswered questions. At what price will the new units be issued - NAV, market price, or a negotiated discount? What does post-dilution distribution per unit look like in the first full year? These determine whether existing unitholders benefit from this deal or merely finance it. A detailed questionnaire sent to company executives remained unanswered at the time of publication.

The governance tension

Every InvIT involves related-party relationships; Anantam's web is notably dense. Alpha Alternatives entities are simultaneously the trust's sponsor, its investment manager, and the fund manager of BIIF - one of the sellers of assets to the trust. Dilip Buildcon is simultaneously the largest unit-holder, the primary asset supplier under a right of first offer agreement, and the O&M contractor for the entire portfolio.

Whether BIIF assets are being acquired at genuinely arm's-length terms is the central governance question. Management's position - that independent valuers set acquisition prices and independent trustees exercise oversight - is consistent with the market regulator SEBI's InvIT framework. Whether that framework sufficiently protects minority unitholders at scale depends less on rule-following and more on how actively independent directors push back when sponsor recycling interests and unitholder return interests diverge.

There is also operational concentration risk. As mentioned earlier, Dilip Buildcon's FY26 consolidated revenue fell and order execution remained subdued through much of the year, although its net profits rose.

If its financial position deteriorates or management bandwidth is stretched, the operational continuity of Anantam's portfolio could be affected. Fixed-price O&M contracts provide some protection, but the counterparty risk is real.

Meanwhile, not all of the remaining 11 Dilip Buildcon assets under the November 2023 term sheet will necessarily come to Anantam - some could be diverted to Shrem InvIT, the separate unlisted vehicle that has already absorbed 10 other HAM projects. Understanding which assets are genuinely earmarked for Anantam, and on what timeline, matters significantly to anyone underwriting the Rs 25,000 crore target.

Alpha's expanding ambitions

In April 2026, Mint reported that Alpha Alternatives was in advanced talks to acquire the Z-Morh tunnel - a 6.5-km tunnel on the Srinagar-Leh National Highway in Jammu and Kashmir - from APCO Infratech for about Rs 2,300 crore through BIIF. The project carries a 15-year concession with bi-annual annuity payments of Rs 295 crore.

The transaction matters for two reasons. First, it remains to be seen if it will eventually be available for rotation into Anantam under the same private-fund-to-listed-InvIT structure. Second, and more fundamentally, it is not an NHAI HAM asset. So, if it does find its way into Anantam, it would signal a meaningful expansion of the trust's mandate, raising fresh questions about how a more heterogeneous portfolio affects the credit profile and the comparability of acquisition multiples.

The InvIT's management has already stated that toll assets will be added over time and that the Rs 25,000 crore target will require acquisitions beyond what current pipelines can supply.

The ambition is clear. Whether the governance structure, balance sheet discipline, and quality of independent oversight can scale alongside the assets is the question that matters most.

Published by HT Digital Content Services with permission from VC Circle.