Cube Highways Trust has officially converted from a privately listed infrastructure investment trust (InvIT) to a publicly listed InvIT, effective July 31, 2026. The Bombay Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE) granted trading approval for the trust’s units on July 30, 2026, confirming the status change. This transition allows existing eligible unitholders to sell their stakes in an offer for sale valued at approximately ₹ 50,000 million, significantly expanding the investor base and enhancing liquidity for the trust’s units in the public market.

The conversion follows the filing of the Final Offer Document with the Securities and Exchange Board of India (SEBI) on July 27, 2026, pursuant to Regulation 23 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014. The move aligns with SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025, and a subsequent circular dated August 08, 2025. Cube Highways Fund Advisors Private Limited, acting as the investment manager, secured approval for the filing through a resolution by circulation passed on July 27, 2026, following earlier unitholder approval on February 20, 2026.

With effect from July 31, 2026, Cube Highways Trust ceases to be governed by the regulatory framework for privately placed InvITs and must comply with all provisions applicable to publicly offered and listed InvITs. The trust’s units, identified by Scrip Code 543899 and ISIN INE0NR623014, are now admitted to dealings in the Normal Market segment with a trading lot size of one unit. A total of 1,344,069,762 units are admitted to dealings, with the scrip included in the Call Auction during the Pre-open Session on the effective date.

Lock-in conditions apply to specific portions of the units. Approximately 1.015 billion units are free from lock-in, while 111 million units remain locked-in until August 27, 2026, and 82 million units until January 26, 2027. The remaining 135 million units are also free. Trading is compulsory in dematerialised form, as per SEBI guidelines dated February 16, 2000.

Richa Gupta Rohatgi, Company Secretary and Compliance Officer at Cube Highways Fund Advisors Private Limited, digitally signed the submission to the exchanges. The investment manager’s corporate office is located in Noida, Uttar Pradesh, with its registered office in New Delhi. The conversion process was monitored by Axis Trustee Services Limited as the Trustee to the InvIT and Catalyst Trusteeship Limited as the Debt Security Trustee.

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.