Cube Highways Trust IPO: ₹5,000-crore OFS in 2026

What Cube Highways Trust is planning

Cube Highways Trust has filed draft papers with the Securities and Exchange Board of India (SEBI) for a proposed ₹5,000-crore initial public offering (IPO). The issue is structured entirely as an offer for sale (OFS), with no fresh units being issued by the Trust. That means the proceeds will go to the selling unitholders rather than to Cube Highways Trust itself. People familiar with the matter said the listing is aimed at broadening the investor base and improving liquidity for the units. The move is positioned as a transition from a privately listed InvIT to a publicly listed InvIT. Reports also described the proposed conversion as a first-of-its-kind transition in India’s InvIT market via the OFS route.

OFS-only structure and what it means for investors

Because the IPO is entirely an OFS, existing unitholders will sell a portion of their holdings to public investors. The Trust will not receive any capital from the issuance, as no new units are being created. This distinction matters for investors assessing how the listing changes the Trust’s balance sheet or funding capacity. Based on the draft papers referenced in the report, the primary objective is a change in listing status and market access rather than fundraising for the Trust. The structure also implies that liquidity and price discovery are central to the transaction. The offer size mentioned across reports is ₹5,000 crore, with the OFS aggregating up to that amount.

Who is selling units in the IPO

The OFS is expected to involve sales by multiple existing holders. The names cited include Cube Highways and Infrastructure II, Cube Highways and Infrastructure III, Cube Mobility Investments, BCI IRR India Holdings, and Seventy Second Investment Company LLC. Another report noted that the InvIT is sponsored by Cube Highways and Infrastructure Pte. Ltd. A separate reference to the unitholder roster said prominent unitholders include BCI IRR India Holdings, Larsen & Toubro, Mubadala, State Bank of India, and Kotak Mahindra Bank. The draft papers and transaction structure indicate that these sales are designed to bring in a broader mix of public-market investors.

Advisors and trustee for the proposed listing

The book-running lead managers named for the IPO are Kotak Mahindra Capital Company, HDFC Bank, HSBC Securities and Capital Markets (India) Private Limited, and JM Financial. Axis Trustee Services is acting as the trustee for the InvIT, as cited in the reports. Another report on an earlier plan referenced a syndicate including Kotak Mahindra Capital, HSBC, ICICI Securities, and HDFC Bank, and stated that discussions were ongoing and details could change. The draft-paper-related coverage consistently listed Kotak, HDFC Bank, HSBC India, and JM Financial as book-running lead managers, and Axis Trustee Services as trustee.

Roadshows and the evolving IPO timeline

Cube Highways Trust has reportedly kicked off roadshows with domestic and international institutional investors. One account said the draft red herring prospectus (DRHP) was filed in March and that the deal team waited through a period of uncertainty before intensifying investor outreach. An investment banker involved in the transaction, quoted anonymously, said volatility in the primary market was receding and that there was a more stable window for large institutional fundraising. On timing, the reports differ. One said the Trust was planning to launch the IPO “this month,” while another said it is targeting an October 2026 launch, subject to market conditions and regulatory approvals. A separate earlier report also suggested the IPO could take place as early as Q4 2025 depending on market conditions.

Why Cube Highways wants a public InvIT listing

The proposed listing is described as a step to broaden the Trust’s investor base by making its units accessible to a wider range of participants. The categories specifically mentioned include mutual funds, insurance companies, pension funds, institutional investors, and eligible retail investors. The filings and reports note that participation in privately listed InvITs has historically been limited for some pools of capital due to liquidity considerations. The conversion to a public InvIT is positioned as a way to overcome those constraints by improving liquidity and market access.

Portfolio footprint and acquisition plan ahead of listing

Cube Highways Trust’s portfolio is described as comprising toll roads, Hybrid Annuity Model (HAM) projects, and annuity-based road projects. Its assets under management (AUM) were cited at around ₹36,250 crore in one account. Another set of figures said AUM stood at ₹32,266 crore as of March 31, 2025, reflecting 25% year-on-year growth, and is expected to grow to ₹36,451 crore with the acquisition of additional assets. Ahead of the proposed public listing, the Trust plans to acquire four additional road and tunnel projects through swap transactions. With those additions, the portfolio would expand to 31 assets spanning 9,811 lane kilometres, according to the report.

Backers and how the unitholder base has changed

Cube Highways Trust is backed by several global infrastructure investors. Names mentioned include I Squared Capital, the Abu Dhabi Investment Authority (ADIA), Mubadala Investment Company, and British Columbia Investment Management Corporation. The presence of these investors was highlighted as a sign of international interest in India’s transport infrastructure. The Trust’s unitholder base was also reported to have expanded sharply, growing from around 40 investors in April 2023 to over 400 by September 2025. This expansion provides context for why a wider, more liquid public market may be the next step in the Trust’s evolution.

Distributions and other financing references mentioned

The material also referenced performance and funding-related data points. During FY25, Cube InvIT declared an annualised yield of 11.45% and a cumulative distribution of ₹2,770 crore since listing, as per the text provided. Separately, the input included references to fund-raising and transactions such as ₹1,152 crore raised via AAA-rated NCDs, ₹860 crore raised from IFC via long-term NCDs, and an 8.03% stake purchase for ₹1,243 crore. It also mentioned that Cube Highways raised ₹4,500 crore for its first InvIT. These references were presented as headlines and context points alongside the IPO reporting.

Key facts at a glance

Market impact and why the structure stands out

The central market takeaway is that the transaction is designed as a liquidity and market-access event rather than a capital raise for the Trust. Because it is an OFS-only IPO, public investors are effectively buying units from existing unitholders. The reporting also frames the deal as a first-of-its-kind conversion of a private InvIT to a public InvIT through the OFS route in India. For the broader InvIT segment, the move is linked to expanding participation from mutual funds, insurers and pension funds, which were noted as historically constrained by liquidity in privately listed structures. Any final timing and pricing decisions, as described in the roadshow coverage, remain subject to market conditions and regulatory approvals.

Conclusion

Cube Highways Trust’s proposed ₹5,000-crore OFS IPO, filed with SEBI, is aimed at converting it from a privately listed InvIT into a publicly listed one and widening the investor pool. The deal features no fresh issuance, with proceeds going to selling unitholders. The Trust is also planning to add four road and tunnel projects through swap transactions ahead of the listing, which would expand the portfolio to 31 assets covering 9,811 lane kilometres. Reports indicate the Trust has begun institutional roadshows, while the launch timeline has been described variously, including an October 2026 target subject to market conditions and regulatory clearances.