CAM, JSA Advise on Anantam Highways Trust ₹400 Crore InvIT IPO

New Delhi – In a significant transaction for the infrastructure sector, Anantam Highways Trust has successfully raised ₹400 crore through an initial public offering (IPO) of its units. The deal, which also involved the strategic acquisition of seven road assets, saw top-tier law firms Cyril Amarchand Mangaldas (CAM) and JSA Advocates & Solicitors take on key advisory roles, underscoring the legal complexities inherent in modern infrastructure financing.

The successful listing comes amidst a dynamic capital markets landscape, which also anticipates the proposed mega-IPO of e-commerce giant Meesho, reportedly valued at over ₹4,250 crore, with Shardul Amarchand Mangaldas (SAM) and Khaitan & Co expected to be the legal advisors. While the Anantam and Meesho deals differ vastly in scale and sector, they collectively signal robust activity in India's IPO pipeline, demanding sophisticated legal counsel for structuring, due diligence, and regulatory compliance.

Anatomy of the Anantam Highways InvIT Transaction

Anantam Highways Trust, an Infrastructure Investment Trust (InvIT) sponsored by Alpha Alternatives Fund Advisors LLP, made its market debut by issuing units to raise ₹400 crore. InvITs are collective investment vehicles, akin to mutual funds, that enable direct investment from individuals and institutions in infrastructure projects, earning them a portion of the income as a return. They have become an increasingly popular instrument for monetizing and financing large-scale infrastructure assets in India.

According to the Draft Red Herring Prospectus (DRHP), Cyril Amarchand Mangaldas served as the legal counsel to Anantam Highways Trust, guiding the entity through the intricate regulatory framework governing InvITs and the IPO process.

On the other side of the transaction, JSA Advocates & Solicitors advised the lead manager, Nuvama Wealth Management Limited (formerly Edelweiss Financial Services Ltd.), ensuring the offering complied with all securities laws and regulations.

The JSA transaction team was led by Partner Arka Mookerjee , with crucial support from Partner Siddhartha Desai . The team also included Principal Associate Sourav Modi and Associates Jeebitesh Bhattacharya and Vaishnavi Kokkonda. The involvement of such a senior team highlights the critical role of legal advisors in navigating the multifaceted demands of capital markets transactions, particularly for specialized instruments like InvITs.

A pivotal component of the deal was the concurrent acquisition of a portfolio of seven road assets by the InvIT. These assets, which operate on a hybrid annuity model (HAM), were acquired from Dilip Buildcon Limited and its associates, as well as from affiliates of Alpha Alternatives Holding Private Limited. This acquisition forms the foundational asset base for the InvIT, from which it will generate revenue to distribute to its unitholders. The legal work for this M&A component would have involved extensive due diligence, drafting of acquisition agreements, and securing regulatory approvals, running parallel to the IPO process itself.

Legal and Strategic Implications of InvITs

The Anantam Highways Trust IPO is a testament to the growing maturity of the InvIT market in India. For legal professionals, this trend presents both opportunities and challenges.

• Complex Regulatory Landscape: InvITs are regulated by the Securities and Exchange Board of India (SEBI) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. Legal advisors must possess deep domain expertise in these regulations, which cover everything from the eligibility of sponsors and investment managers to valuation norms, leverage limits, and corporate governance standards. The successful execution of the Anantam IPO by CAM and JSA demonstrates a masterful navigation of this specialized legal field.

• Hybrid Transactional Structures: As evidenced by this deal, InvIT IPOs are often not standalone capital-raising exercises. They are frequently coupled with complex M&A transactions, where the InvIT acquires its initial portfolio of assets. This requires law firms to field integrated teams with expertise in both capital markets and M&A. Lawyers must manage two parallel workstreams, ensuring that the asset acquisition is completed seamlessly and in compliance with the disclosures made in the offer documents.

• The Hybrid Annuity Model (HAM): The acquired assets operate under the HAM model, a public-private partnership (PPP) framework designed to de-risk projects for private developers. Under HAM, the government pays 40% of the project cost as a construction support grant, while the remaining 60% is arranged by the developer and paid back as annuities over the concession period. For legal teams conducting due diligence, this means scrutinizing complex concession agreements with government authorities like the National Highways Authority of India (NHAI), assessing project completion risks, and evaluating the long-term revenue streams promised under the annuity payments.

A Market Poised for Growth

The Anantam deal, while modest in size compared to behemoths like the upcoming Meesho IPO, is strategically significant. It reinforces the viability of the InvIT route for infrastructure financing, providing an alternative to traditional bank debt and equity financing. This allows infrastructure developers to unlock capital from operational assets and reinvest it into new projects, creating a virtuous cycle of development.

For the legal community, the continued growth in IPOs and InvITs translates to a sustained demand for high-value advisory work. Firms with strong capital markets, M&A, and infrastructure practices are well-positioned to capitalize on this trend. The Anantam Highways Trust IPO serves as a key case study in the successful convergence of these practice areas, showcasing the pivotal role that astute legal counsel plays in bringing complex financial instruments to market and fueling the nation's infrastructure growth.