cube highways trust has filed its Final Offer Document with the Securities and Exchange Board of India (SEBI) on July 27, 2026, advancing its plan to convert from a private listed infrastructure investment trust (InvIT) to a public listed InvIT. The move enables existing eligible unitholders to sell their stakes in an offer for sale, with the total number of units involved aggregating to approximately ₹ 50,000 million. This transition expands the investor base and enhances liquidity for the trust’s units.

The filing was executed pursuant to Regulation 23 and other applicable provisions of the SEBI (Infrastructure Investment Trusts) Regulations, 2014, as amended. It also aligns with SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025. The Board of Directors of Cube Highways Fund Advisors Private Limited, acting as the investment manager to the trust, approved the filing through a resolution by circulation passed on Monday, July 27, 2026. This action follows earlier approval received from the unitholders of Cube Highways Trust dated February 20, 2026.

The Final Offer Document, dated July 27, 2026, outlines the terms for the offer for sale by existing eligible unitholders. The document is available on the trust’s website for public reference. The filing was submitted to both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE), where the trust operates under the symbol CUBEINVIT.

Richa Gupta Rohatgi, Company Secretary and Compliance Officer at Cube Highways Fund Advisors Private Limited, digitally signed the submission. The corporate office of the investment manager is located at Unit No. 1901, 19th Floor, Tower-B, World Trade Tower, Plot No. C-1, Sector-16, Noida, U.P.-201301. The registered office is situated at B-376, UGF, Nirman Vihar, New Delhi - 110092.

The conversion process requires regulatory scrutiny of the Final Offer Document before the offer for sale can proceed. Existing unitholders participating in the sale will transfer ownership of their units to new investors in the public market. The trust’s units are identified by Scrip Code 543899 and ISIN INE0NR623014 on the exchanges. Non-convertible debentures issued by the trust carry multiple scrip codes, including 974936, 975770, 976397, 976434, 976636, 976637, 977036, 977037, and 977917, with corresponding ISINs ranging from INE0NR607017 to INE0NR607090.

Cube Highways Trust filed its Draft Red Herring Prospectus (DRHP) for an InvIT public issue scheduled to open on July 22, 2026. The Trust, sponsored by Cube Highways and Infrastructure V Pte. Ltd., manages a portfolio of 27 road assets spanning 8,754 lane kilometers across 12 states and one union territory. The filing highlights a turnaround in financial performance, with the Trust reporting a net profit of ₹216.72 crore in FY26 compared to losses in the preceding two years.

The Trust's revenue from operations grew to ₹4,238.88 crore in FY26, up from ₹2,916.13 crore in FY2024, representing a growth of approximately 45.36% over the two-year period. Toll revenue constituted 85.50% of revenue from operations in FY2025, amounting to ₹28,275.30 million, while annuity revenue contributed 12.51%. The portfolio has a weighted average residual concession period of 18.44 years, providing long-term revenue visibility. As of September 30, 2025, the Enterprise Value or Assets Under Management (AUM) stood at ₹365,199.18 million.

Financial Performance

The Trust reported a Profit After Tax (PAT) of ₹216.72 crore in FY26, a significant shift from the net loss of ₹686.85 crore reported in FY2024. Total assets increased to ₹29,398.47 crore in FY26 from ₹24,625.75 crore in FY2024. However, total equity declined from ₹12,948.99 crore in FY2024 to ₹9,782.91 crore in FY26, primarily due to distributions to unitholders and accumulated losses. Total liabilities rose to ₹19,615.55 crore in FY26 from ₹11,676.76 crore in FY2024, reflecting debt-funded asset acquisitions.

Key Risks and Strengths

The DRHP identifies several risk factors, including a history of losses in FY2023, FY2024, and FY2025. As of December 31, 2025, consolidated borrowings stood at ₹178,834.52 million, with a net borrowing ratio of 46.86%. Additionally, 71.37% of these borrowings are at variable rates, exposing the Trust to interest rate volatility. The filing also notes that two assets, APEPL and WUPTPL, have short residual concession lives of 1.00 year and 0.73 years, respectively, as of September 30, 2025.

Despite these risks, the Trust highlights its strong operating cash flow generation, which grew to ₹3,802.94 crore in FY26 from ₹1,869.94 crore in FY2024. The Trust holds an AAA/Stable credit rating and is backed by institutional investors such as BCI, Mubadala, I Squared Capital, and ADIA. Since listing in April 2023, the Trust has distributed a total of ₹35,897.35 million, with a Distribution Per Unit (DPU) of ₹27.19. The portfolio includes three Right of First Offer (ROFO) assets available for potential acquisition.

Issue Details

The public issue is set to open on July 22, 2026, and close on July 24, 2026. The DRHP does not disclose the price band, issue size, or the breakdown between fresh issue and Offer for Sale (OFS). The Trust's structure allows for the acquisition of road assets under BOT, HAM, TOT, and Annuity models from the National Highways Authority of India (NHAI) and state authorities.