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

What is being planned

Cube Highways Trust is preparing a ₹5,000 crore initial public offering that is structured entirely as an offer-for-sale (OFS), according to people familiar with the matter and the draft papers. The move is linked to a proposed transition from a privately listed InvIT to a public InvIT. Sources said the trust wants to broaden its investor base and improve liquidity through the public-market format. The trust has also kicked off investor roadshows as part of the process. While one set of information points to a launch this month, another indicates an October launch target. The trust has already filed its draft offer document with SEBI in March.

OFS structure and what it means

The proposed ₹5,000 crore issue is an OFS by existing unitholders, as stated in the draft papers and repeated by people familiar with the deal. Because the offer is entirely secondary, proceeds are expected to go to selling unitholders rather than to the InvIT for fresh capital. The transaction is also being positioned as a first-of-its-kind conversion in India, where a private InvIT becomes a public InvIT through the OFS route. The stated objectives include improving liquidity and attracting a wider investor set, including retail participation. The trust has described the conversion as subject to regulatory and other approvals.

Roadshows and pricing work

Cube Highways Trust has started roadshows and is reaching out to a select set of domestic and overseas institutions, according to a person familiar with the matter. The outreach is intended to support pricing discussions before final terms are decided. One person indicated the trust waited after filing the DRHP in March due to “uncertain months,” before accelerating marketing. The sequencing suggests the trust is aligning demand assessment with regulatory and operational readiness. No price band details were provided in the information shared.

Asset acquisitions tied to the platform build-out

Alongside the listing preparation, the trust said it has signed definitive agreements to acquire four assets from sponsor and sponsor group entities. These include three toll assets and one annuity asset. The aggregate enterprise value of these four assets is stated as ₹7,292.5 crore as of March 31, 2026. The acquisitions are presented as strengthening the platform ahead of the public-market transition. The trust also indicated it has already received approval from the Competition Commission of India (CCI) for these assets, while other transfer approvals are still in process.

Portfolio footprint and planned expansion

Cube Highways Trust operates in the roads and highways sector and is described as one of the largest road-asset InvITs. It operates 25 road assets, including 18 NHAI toll road assets, 1 NHAI annuity, 6 NHAI HAM projects, and 1 state toll project. The portfolio has an aggregate length of 1,940 km, or 8,450 lane kms, spread across 12 states and 27 toll plazas. Ahead of the public listing, it plans to acquire four additional highway and tunnel projects through swap transactions, which would expand the portfolio to 31 assets spanning 9,811 lane kilometres.

Distributions highlighted to investors

In the quarter referenced, the trust declared a distribution of ₹3.57 per unit and said this took the annual distribution to ₹13.77 per unit. Since listing, it reported cumulative distributions of ₹34.86 per unit. These figures are being highlighted in the context of the trust’s investor proposition as it approaches a public-market format. No forward distribution guidance was provided in the material shared.

Key advisers and trustee

The book-running lead managers named for the issue are Kotak Mahindra Capital Company Limited, HDFC Bank Limited, HSBC Securities and Capital Markets (India) Private Limited, and JM Financial Limited. Axis Trustee Services Limited is listed as the trustee. The trust is sponsored by Cube Highways and Infrastructure Pte. Ltd. The information also notes the InvIT was incorporated in 2022 and is registered with SEBI as an Infrastructure Investment Trust for road assets.

Valuation and prior fund-raising references

Multiple valuation and market-reference points appear across the information provided. One data point cited is a market cap of ₹18,263 crore and a current price of ₹136 (context not specified). Separate references mention that Cube Highways is valued at $1 billion in the private market, based on cited BSE data. The trust has also raised debt capital, including ₹820 crore through non-convertible debentures across two maturities, with proceeds earmarked for debt repayment, and a separate mention of ₹1,152 crore via AAA-rated NCDs. A redemption event is also noted: ₹1,350 crore of commercial papers were redeemed with a maturity/payment date of 10-Sep-2025.

Why the proposed listing matters for the InvIT market

The proposed conversion is being positioned as the first instance in India of a private InvIT converting into a publicly listed InvIT via an OFS. That makes the deal a test case for how large private infrastructure platforms bring liquidity to existing investors in the public market. The trust is backed by global investors, with names cited including Abu Dhabi Investment Authority and Mubadala Investment Co., along with I Squared Capital, British Columbia Investment Management Corporation, and Mubadala Investment Company. The OFS route also highlights that the primary outcome is unit sale by existing holders rather than new capital raised for the InvIT.

Summary table of disclosed facts

What to watch next

The trust has indicated the public transition and OFS remain subject to regulatory and other approvals. It has stated it already has CCI approval for asset-related actions, with other transfer approvals still in process. The next visible milestones are finalising pricing after institutional feedback from roadshows and the decision on the exact launch window. With the draft offer document already filed, the timeline will likely depend on completion of approvals and readiness for the public conversion.