Nirlon Limited witnessed an inter-se transfer of 23,25,000 equity shares on October 14, 2026. The transaction moved holdings from InRe Fund II to BSREP IV FPI Two Holdings (DIFC) Limited, resulting in no net change to the combined shareholding of the two entities.

The disclosure was filed under Regulation 29(2) read with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Prior to the transaction, BSREP IV FPI Two Holdings held 1,12,45,558 shares (12.48%), while InRe Fund II held 23,25,000 shares (2.58%). Both entities are part of the same group structure, with Monocap Investment Advisors Private Limited acting as the manager for InRe Fund II.

Shareholding Pattern Before and After

The transfer represents an off-market inter-se transaction. While individual holdings shifted significantly, the aggregate stake held by the acquirer and the person acting in concert (PAC) remained constant at 15.06% of the total voting capital.

Regulatory and Structural Details

The total diluted share/voting capital of the target company remains unchanged at INR 90,11,80,400, comprising 9,01,18,040 equity shares with a face value of ₹10 each. This figure is based on the shareholding pattern as of June 30, 2026.

Key regulatory observations include:

• Mode of Transfer: Inter-se Transfer (Off-market).
• Encumbrances: There were no shares in the nature of encumbrance (pledge, lien, or non-disposal undertaking) before or after the transaction.
• Voting Rights: No voting rights were acquired or disposed of otherwise than by shares. No warrants or convertible securities were involved in this specific disclosure.
• Promoter Status: Neither the acquirer nor the PAC belongs to the promoter or promoter group category.

What the Numbers Show

The primary analytical takeaway is the consolidation of ownership within the same investment framework. By moving the entire 2.58% stake from InRe Fund II to BSREP IV FPI Two Holdings, the latter now holds the full 15.06% block directly. This simplifies the holding structure by eliminating the split between the fund and its associated entity, potentially streamlining future decision-making or reporting requirements for this substantial non-promoter stake.

Nirlon Limited saw its shareholding pattern shift as Brookfield-affiliated entities increased their collective stake to 15.06% following an open market acquisition of 2.91% equity shares.

The disclosure, filed on October 1, 2026, identifies InRe Fund II as the primary acquirer, acting through its manager Monocap Investment Advisors Private Limited. The fund acquired 23,25,000 shares, representing approximately 2.58% of the company’s voting capital. This transaction triggered a mandatory disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Acquisition Details

The acquisition involved two distinct entities operating in concert. While InRe Fund II executed the bulk of the purchase, its Person Acting in Concert (PAC), BSREP IV FPI Two Holdings (DIFC) Ltd, had previously acquired 3,00,000 shares (0.33%) on August 26, 2026. Although this earlier purchase did not trigger a separate disclosure obligation at the time, it is included in the current aggregate holding calculation.

The total number of shares acquired by the acquirer and PAC stands at 26,25,000. The mode of acquisition for the triggering transaction was the open market, with a trade date of October 1, 2026.

What the Numbers Show

The data reveals a significant consolidation of ownership among non-promoter institutional investors. Prior to this transaction, the combined holding was 12.15%, driven entirely by BSREP IV FPI Two Holdings. The addition of InRe Fund II’s new position elevates the group’s influence to over 15% of the total voting capital. Notably, the target company’s total diluted share capital remains unchanged at ₹90,11,80,400, comprising 9,01,18,040 equity shares of face value ₹10 each, indicating no dilution or new issuance occurred during this period.