Cube Highways Trust has taken a significant step toward public listing by filing a draft offer document with the Securities and Exchange Board of India (SEBI) for conversion from a private listed to public listed infrastructure investment trust. The filing, completed on March 17, 2026, marks a crucial milestone in the trust's expansion strategy.

Board Approval and Regulatory Compliance

The Board of Directors of Cube Highways Fund Advisors Private Limited, acting as investment manager to the InvIT, approved the filing through a resolution by circulation passed on March 17, 2026. This decision follows the unitholders' approval obtained on February 20, 2026, ensuring comprehensive stakeholder consent for the conversion process.

Conversion Structure and Offer Details

The proposal involves converting Cube Highways Trust from its current status as a private listed infrastructure investment trust to a public listed entity. The conversion will be executed through an offer for sale of units by existing eligible unitholders, with participation based on consents received from these selling unitholders.

The filing has been made pursuant to Regulation 23 and other applicable regulations of SEBI (Infrastructure Investment Trusts) Regulations, 2014, as amended. The process also complies with SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025.

Document Availability and Investment Considerations

The draft offer document is now accessible through multiple platforms for investor review:

• SEBI website at www.sebi.gov.in
• Stock exchange websites: www.nse-india.com and www.bseindia.com
• Lead managers' websites (Kotak Mahindra Capital Company Limited, HDFC Bank Limited, HSBC Securities and Capital Markets (India) Private Limited, and JM Financial Limited)
• InvIT website at cubehighwaystrust.com/investor-center

Key Stakeholders and Management

The trust operates under the management of Cube Highways Fund Advisors Private Limited, with registered office in New Delhi and corporate office in Noida. The conversion process represents the trust's strategic move to enhance market accessibility and expand its investor base through public listing status.

Cube Highways Trust has executed major agreements on March 17, 2026, marking a significant expansion in its infrastructure portfolio through strategic acquisitions and securing future growth opportunities.

Strategic Acquisition Framework

The Trust's Investment Manager has entered into a binding commitment letter with multiple parties to acquire substantial equity stakes in four highway infrastructure companies. This comprehensive acquisition strategy involves partnerships with Axis Trustee Service Limited as Trustee, along with Cube Highways and Infrastructure V Pte. Ltd. and Cube Highways and Infrastructure II Pte. Ltd. as sellers.

Target Company Acquisitions

The commitment letter outlines specific acquisition targets across India's highway infrastructure sector:

These acquisitions represent a strategic expansion into key highway corridors, with the Trust securing controlling stakes in all four target companies. The varying equity percentages reflect different deal structures while maintaining operational control across the portfolio.

Right of First Offer Agreement

Simultaneously, the Trust has secured a right of first offer agreement with Cube Highways and Infrastructure V Pte. Ltd., its sponsor company. This ROFO agreement grants the Trust preferential rights to acquire additional assets held by the sponsor, creating a structured pipeline for future growth opportunities in the infrastructure sector.

Regulatory Compliance and Documentation

The agreements comply with Regulation 23(6) of the Securities and Exchange Board of India Infrastructure Investment Trusts Regulations, 2014, and SEBI Master Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025. The documentation follows the Trust's previous intimation dated January 30, 2026, ensuring transparent communication with stakeholders and regulatory authorities.

Richa Gupta Rohatgi, Company Secretary and Compliance Officer of Cube Highways Fund Advisors Private Limited, signed the regulatory filing in her capacity as Investment Manager to the Trust. The comprehensive notification was submitted to both BSE Limited and National Stock Exchange of India Limited, maintaining full regulatory compliance across all trading platforms.