Bagmane Prime Office REIT Discloses Unitholding Pattern One Day Prior to Listing

3 min read     Updated on 16 May 2026, 03:56 AM
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Bagmane Prime Office REIT filed its pre-listing unitholding pattern with the NSE on May 15, 2026, one day ahead of its listing. The sponsor and sponsor group hold 2,81,55,34,147 units amounting to 82.81% of the total, with no units pledged or encumbered. Public unitholders account for 58,44,65,853 units or 17.19%, comprising institutional investors at 10.98% and non-institutional investors at 6.21%. Total outstanding units stand at 3,40,00,00,000.

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Bagmane Prime Office REIT, through its Investment Manager Bagmane Realty Investment Manager Private Limited, submitted its unitholding pattern to the National Stock Exchange of India Limited on May 15, 2026, one day prior to its scheduled listing. The filing was made pursuant to the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, and was signed by Venkatesh Ranganath P, Company Secretary and Compliance Officer.

Sponsor and Sponsor Group Unitholding

The sponsor and sponsor group together hold a dominant share of the REIT's total outstanding units. Indian entities within the sponsor group account for the entirety of this holding, with no foreign sponsor participation recorded. Notably, none of the units held by the sponsor group are pledged or otherwise encumbered.

The breakdown of the sponsor group's Indian holdings is as follows:

Category: No. of Units Held As a % of Total Outstanding Units Mandatorily Held (%) Pledged (%)
Individuals / HUF 24,61,742 0.07 100.00 0.00
Bodies Corporates 2,81,30,72,405 82.74 100.00 0.00
Sub-Total (A)(1) – Indian 2,81,55,34,147 82.81 100.00 0.00
Sub-Total (A)(2) – Foreign 0.00 0.00 0.00 0.00
Total Sponsor & Sponsor Group (A) 2,81,55,34,147 82.81 100.00 0.00

Public Unitholding

Public unitholders collectively hold 58,44,65,853 units, representing 17.19% of the total outstanding units. This public holding is divided between institutional and non-institutional investors.

Institutional Investors (Sub-Total B1)

Institutional investors account for 37,32,72,696 units, or 10.98% of total outstanding units. The institutional category includes a diverse mix of investor types:

Investor Type: No. of Units Held As a % of Total Outstanding Units
Mutual Funds 5,41,98,424 1.59
Financial Institutions / Banks 1,20,66,037 0.35
Insurance Companies 5,92,34,219 1.74
Provident / Pension Funds 2,65,74,494 0.78
Foreign Portfolio Investors 2,29,89,386 0.68
Bodies Corporates (Foreign Body) 10,79,65,854 3.18
Alternative Investment Fund 9,02,44,282 2.65
Sub-Total (B)(1) – Institutions 37,32,72,696 10.98

Non-Institutional Investors (Sub-Total B2)

Non-institutional public unitholders hold 21,11,93,157 units, representing 6.21% of total outstanding units. The composition of this segment is detailed below:

Investor Type: No. of Units Held As a % of Total Outstanding Units
Individuals 11,39,65,453 3.35
Bodies Corporates 9,10,56,675 2.68
NBFCs registered with RBI 45,56,125 0.13
Non Resident Indians 11,20,734 0.03
Clearing Members 4,43,792 0.01
Trusts 50,378 0.00
Sub-Total (B)(2) – Non-Institutions 21,11,93,157 6.21

Total Units Outstanding

The aggregate unitholding across all categories is summarised below:

Category: No. of Units Held As a % of Total Outstanding Units
Sponsor & Sponsor Group (A) 2,81,55,34,147 82.81
Public Holding – Institutions (B1) 37,32,72,696 10.98
Public Holding – Non-Institutions (B2) 21,11,93,157 6.21
Total Public Holding (B) 58,44,65,853 17.19
Total Units Outstanding (C) = (A)+(B) 3,40,00,00,000 100.00

The unitholding pattern was submitted on behalf of Bagmane Prime Office REIT by Venkatesh Ranganath P, Company Secretary and Compliance Officer of Bagmane Realty Investment Manager Private Limited, headquartered at 5th floor, B Block, Bagmane Tech Park, C. V. Raman Nagar, Bangalore.

How might Bagmane Prime Office REIT's high sponsor concentration of 82.81% impact secondary market liquidity and price discovery after its NSE listing?

Will SEBI's minimum public unitholding requirements necessitate the sponsor group to dilute its stake over time, and what could be the timeline and mechanism for such dilution?

How could the relatively modest foreign portfolio investor participation of 0.68% evolve as the REIT establishes its post-listing track record, and what factors might attract greater foreign institutional interest?

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Bagmane Prime Office REIT Discloses Insider Trading Policy and Fair Disclosure Code Under SEBI PIT Regulations

4 min read     Updated on 16 May 2026, 03:55 AM
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Bagmane Prime Office REIT, through its Investment Manager Bagmane Realty Investment Manager Private Limited, has filed its Policy on Unpublished Price Sensitive Information and Dealing in Securities along with the Code of Fair Disclosure under Regulation 8(2) of SEBI PIT Regulations, 2015. The Policy, approved on 28th December, 2025, covers UPSI identification, trading window mechanisms, pre-clearance requirements, and disciplinary provisions including disgorgement of profits to SEBI's Investor Protection and Education Fund.

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Bagmane Prime Office REIT, acting through its Investment Manager Bagmane Realty Investment Manager Private Limited, has filed its Policy on Unpublished Price Sensitive Information and Dealing in Securities along with the Code of Practices and Procedures for Fair Disclosure with the National Stock Exchange of India Limited and BSE Limited. The filing, dated May 15, 2026, was made pursuant to Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and has been signed by Venkatesh Ranganath P, Company Secretary and Compliance Officer.

Policy Overview and Approval

The Policy was approved by the Board of Directors of Bagmane Realty Investment Manager Private Limited on 28th December, 2025. It is applicable to Bagmane Prime Office REIT, the Manager, Holdco, and the Special Purpose Vehicles (SPVs), collectively referred to as Relevant Parties, as well as their respective Designated Persons with respect to units of the Bagmane REIT.

Parameter: Details
Policy Title: Policy on Unpublished Price Sensitive Information and Dealing in Securities of Bagmane REIT and Code of Practices and Procedures for Fair Disclosure
Entity: Bagmane Realty Investment Manager Private Limited (acting as Investment Manager to Bagmane Prime Office REIT)
Approval Date: 28th December, 2025
Approving Authority: Board of Directors of Bagmane Realty Investment Manager Private Limited
SEBI Registration Number: IN/REIT/25-26/0007
Registered Office: 5th floor, B Block Bagmane Tech Park, 65/2 Bagmane Laurel, C. V. Raman Nagar, Bangalore North, Bangalore- 560093, Karnataka

Scope and Applicability

The Policy applies to a broad set of stakeholders connected to the Bagmane REIT. Designated Persons include, but are not limited to, the Board of Directors, key personnel of the Manager, the Chief Executive Officer, the Chief Financial Officer, employees up to two levels below the Chief Executive Officer, support staff with access to UPSI, Sponsor(s) and members of the Sponsor Group, and any other category of persons as required under Applicable Laws. The SPVs covered under the Policy include Bagmane Rio Private Limited and Bagmane Green Power LLP, while the Holdco is identified as Bagmane Developers Private Limited.

Key Provisions on UPSI and Fair Disclosure

The Policy outlines a comprehensive framework for the identification, preservation, and disclosure of Unpublished Price Sensitive Information (UPSI). Key categories of UPSI include:

  • Financial results and distributions
  • Changes in capital structure
  • Mergers, de-mergers, acquisitions, delistings, disposals, and expansion of business
  • Changes in key managerial personnel (other than due to superannuation or end of term)
  • Changes in ratings (other than ESG ratings)
  • Fraud or defaults by the REIT, its promoter, director, or key managerial personnel
  • Initiation of forensic audits and receipt of final forensic audit reports
  • Actions initiated or orders passed by regulatory, statutory, enforcement, or judicial bodies
  • Granting, withdrawal, surrender, cancellation, or suspension of key licenses or regulatory approvals

The Board is required to ensure prompt public disclosure of UPSI in a universal and uniform manner through widely circulated media and/or Stock Exchanges, and must guard against selective disclosure.

Trading Window and Pre-Clearance Requirements

The Policy establishes a structured trading window mechanism for Designated Persons. The trading window shall remain closed from a period not later than the first day after the end of every quarter until 48 hours after the declaration of financial results. Designated Persons and their Immediate Relatives are prohibited from trading during closed window periods.

Pre-clearance from the Compliance Officer is mandatory before any trade in Bagmane REIT units. Once approved, the trade must be executed by the end of the second Trading Day following receipt of approval. Designated Persons who trade in units are prohibited from entering into a contra trade during the next six months following the prior transaction. Continual disclosure of unit transactions is required within two Trading Days where the transaction value exceeds Rupees 10 lakhs.

Institutional Mechanisms and Penalties

The Compliance Officer is responsible for maintaining a structured digital database of UPSI-related records, which must be preserved for a period of not less than eight years after completion of relevant transactions. The Audit Committee is required to review compliance with the PIT Regulations and the Policy at least once in a financial year.

Designated Persons or Insiders found in violation of the Policy and PIT Regulations are subject to disciplinary actions, which may include wage freeze, suspension, recovery clawback, ineligibility for future participation in stock option plans, or termination. Profits arising from violating transactions are liable to be disgorged and remitted to SEBI for credit to the Investor Protection and Education Fund. The Policy also provides for protection against retaliation or victimisation of employees who file a Voluntary Information Disclosure Form or assist SEBI in any investigation or enforcement proceeding.

The Policy is available on the official website of Bagmane Prime Office REIT and has been simultaneously filed with both Stock Exchanges in accordance with regulatory requirements.

How might Bagmane Prime Office REIT's insider trading framework influence governance standards among other newly listed REITs in India's growing commercial real estate market?

What impact could stricter UPSI controls and trading window restrictions have on institutional investor confidence and unit liquidity for Bagmane REIT in its early trading phase?

Given the inclusion of SPVs like Bagmane Rio Private Limited and Bagmane Green Power LLP under this policy, how might future asset acquisitions or expansions affect the complexity of UPSI management across the REIT structure?

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