Mumbai: Cube
Highways Trust, an Indian infrastructure investment trust (InvIT) registered
with the Securities and Exchange Board of India (SEBI) and sponsored by Cube
Highways and Infrastructure Pte. Ltd.,
is proposing a conversion from a privately listed InvIT to a public InvIT. This
will be the first of its kinds in India wherein through the OFS route, a
private InvIT will convert to a public InvIT. The InvIT enjoys AAA Credit
Rating from CRISIL, India Rating & ICRA. Top five public unitholders
include BCI IRR India Holdings, Larsen & Toubro, Mubadala, SBI and Kotak
Mahindra.
The transition will be conducted through an Offer for Sale (OFS) of units aggregating up to ₹50,000 million (₹5,000 crore). The selling unitholders include BCI IRR India Holdings Limited Partnership, Cube Highways and Infrastructure II Pte. Ltd., Cube Highways and Infrastructure III Pte. Ltd., Cube Mobility Investments Pte. Ltd. And Seventy Second Investment Company LLC.
The Trust has an
Enterprise Value/Asset Under Management (AUM) of ₹365,199.18 million (₹ 36,519.91
crore) as of September 30, 2025, having achieved a 43% increase in Net Asset
Value (NAV) per unit since its initial private listing in April 2023. Kotak
Mahindra Capital Company Limited, HDFC Bank Limited, HSBC Securities and
Capital Markets (India) Private Limited, and JM Financial Limited are the book-running
lead managers for the offer, and Axis Trustee Services Limited is the trustee.
Cube Highways
Trust unitholder base has grown tenfold, from 40 in April 2023 to over 400 in
September 2025. The conversion to Public InvIT will enable Cube Highways Trust
to have access to a broader and more diversified investor base beyond private
capital. It will open additional pools of capital from select mutual funds,
insurance companies and pension funds whose participation in privately listed
InvITs has historically been limited due to liquidity considerations and the
absence of effective mark-to-market reporting.
Public Listed
InvITs/REITs are emerging as an attractive proposition for HNIs/Family offices.
Publicly listed InvITs have typically higher liquidity than privately listed
InvITs and conversion will enhance liquidity for unitholders.
The existing
governance and disclosure maturity of Cube Highways Trust supports a smooth and
low-friction transition to a publicly listed platform. Recent amendments to the
SEBI InvIT Regulations have established a more conducive framework for public
listings and relaxed lock-in requirements. Notably, no additional lock-in
period is applicable to non-sponsor unitholders. Thus the Public listing is
expected to strengthen the InvIT’s capacity to raise capital to support future
expansion and acquisition opportunities. Cube InvIT offers a de-risked,
diversified portfolio with steady cash flows.
As of September
30, 2025, the Trust operates 27 road assets across 12 states and one union
territory, out of which 18 are toll roads, 6 are hybrid annuity models and 3
annuity assets. These assets include 9 Build, Operate, Transfer (BOT) and
Design, Build, Finance, Operate and Transfer (DBFOT) assets, 9 Toll, Operation,
Maintenance and Transfer (TOT) assets. Cube Highways Trust has reported traffic
growth of 9.4 % Q3 FY26 and its AUM growth has been 24%. The InvIT has
registered 43% NAV growth since the listing of its private InvIT.
Prior to the
offer's completion, the Trust will acquire four additional highway and
tunnelway project SPVs via swap transactions, increasing the portfolio to 31
road assets aggregating 9,811 lane kilometers. The portfolio maintains a
balanced income mix with a Toll AUM to Annuity AUM ratio of 85:15 and a weighted
average residual concession period of 18.44 years for existing assets.