Tribhovandas Bhimji Zaveri promoters have agreed to sell a 74.12% stake in the listed entity to GRT Jewellers (India) Private Limited for an aggregate value of up to ₹1,033.71 crore. The transaction triggers a mandatory open offer under SEBI takeover regulations.

Transaction details

The share purchase agreement, dated August 31, 2026, involves the sale of 4,94,59,775 equity shares by the promoter group to the acquirer. The transaction price is capped at ₹209 per share, subject to potential downward adjustments based on an audit conducted by the acquirer. G.R. 'Ananth' Ananthapadmanabhan, Managing Director of GRT Jewellers, stated the acquisition fits their strategy of spreading presence across India, leveraging TBZ's 37 stores.

Sellers and ownership change

The sellers include Mr. Shrikant Gopaldas Zaveri, who held 50.06%, along with Mrs. Bindu Shrikant Zaveri (5.24%), Mrs. Binaisha Shrikant Zaveri (7.92%), Mrs. Raashi Shrikant Zaveri (6.85%), and two private limited companies within the promoter group holding 2.02% each. Upon completion, the sellers will cease to hold any equity in Tribhovandas Bhimji Zaveri and will be de-classified from the promoter category.

Regulatory and governance implications

GRT Jewellers is required to make a mandatory open offer to public shareholders following the acquisition of control. The acquirer will gain sole control of the company and the right to appoint nominee directors. Existing directors Mr. Shrikant Gopaldas Zaveri, Mrs. Binaisha Shrikant Zaveri, and Mrs. Raashi Shrikant Zaveri are expected to resign from the board upon completion of the transaction.

Strategic context

GRT Jewellers, founded in 1964, operates 68 stores across India and one in Singapore. R. Vijayaraghavan, Executive Director & CEO of GRT Jewellers, noted that experienced management bandwidth combined with professional senior executives of TBZ will work on growth drivers. Shrikant Zaveri, Chairman & Managing Director of TBZ, highlighted the brand's 162-year legacy and 37 locations as key assets for the next phase of growth under GRT.

Advisors for the transaction included Deloitte as lead advisor, Axis Capital as financial advisor for GRT, Trilegal as legal counsel for GRT, Srihari & Co for financial and tax due diligence, AZB & Partners as legal counsel for TBZ, and Ernst & Young LLP as financial advisor for TBZ.

Tribhovandas Bhimji Zaveri Limited has issued a communication detailing the tax at source (TDS) provisions applicable to its recommended final dividend of ₹2.50 per equity share of face value ₹10 each for the financial year ended March 31, 2026 (FY26). The Board of Directors approved this dividend on May 27, 2026, subject to shareholder approval at the 19th Annual General Meeting scheduled for September 9, 2026.

The dividend will be paid to shareholders holding equity shares as on the record date of September 2, 2026. Under the Income Tax Act, 2025, dividends are taxable in the hands of shareholders, and the company is mandated to deduct TDS at the time of payment. The applicable TDS rate depends on the shareholder's category and the documentation submitted.

TDS Rates for Resident Shareholders

For resident individual shareholders, TDS is applicable at 10% on the dividend amount. A higher rate of 20% applies if a valid Permanent Account Number (PAN) is not provided or if the PAN is not linked with Aadhaar. No tax will be deducted if the total dividend payable does not exceed ₹10,000 per year or if the shareholder submits a duly filled Form 121 (formerly Form 15G/15H) meeting eligibility conditions.

Specific categories of resident shareholders may be eligible for nil or lower TDS rates upon submitting relevant documents:

TDS Rates for Non-Resident Shareholders

Non-Resident Institutional Shareholders (FII/FPI) and other non-resident shareholders are subject to TDS at 20% under Section 393(2) of the Act, or as per the rate in any applicable Double Tax Avoidance Agreement (DTAA), whichever is lower. To avail treaty benefits, non-residents must submit:

• Self-attested copy of PAN or self-declaration if PAN is not allotted.
• Self-attested Tax Residency Certificate (TRC) for tax year 2026-27, notarized and apostilled if not in English.
• Online filed Form 41 (formerly Form 10F).
• Self-declaration regarding beneficial ownership and no permanent establishment in India.

Submission Deadline and Process

Shareholders are requested to submit all necessary documents to determine the appropriate TDS rate by August 31, 2026, via the Registrar and Transfer Agent’s portal. The company will rely on information available with depositories and the RTA as on the record date. If documents are not received by the deadline, TDS may be deducted at the higher statutory rate. Shareholders can claim refunds through their income tax returns if tax is deducted at a higher rate due to missing documents.

Financial Highlights

This dividend payout follows a strong financial performance in FY26, where Tribhovandas Bhimji Zaveri reported a 177.11% year-on-year increase in profit after tax (PAT) to ₹2,004.9 crore. Revenue from operations rose 22.23% to ₹32,029.5 crore, supported by an EBITDA margin expansion of 446 basis points to 11.18%.

Operational and Strategic Updates

During the fiscal year, the jewelry retailer expanded its retail footprint by opening two new stores in Ahmedabad and Hyderabad, bringing its total store count to 37 across 28 cities in 13 states. Approximately 65% of sales were derived from wedding and occasion-related purchases. Marketing initiatives focused on key festivals and weddings, alongside digital engagement strategies, helped drive customer acquisition, with roughly 40% of customers being new.

Dividend and AGM Details

The Board of Directors recommended a final dividend of ₹2.50 per equity share of face value ₹10 each for FY26. The 19th Annual General Meeting (AGM) is scheduled for September 9, 2026, to be held via Video Conferencing/Other Audio-Visual Means. Shareholders on record as of September 2, 2026, will be eligible for the dividend payment, expected after September 12, 2026.

What the Numbers Show

The divergence between revenue growth (22.23%) and PAT growth (177.11%) highlights a substantial operating leverage effect. With gross margins expanding by nearly 4 percentage points and EBITDA margins jumping by 4.46 percentage points, the company successfully passed on cost pressures or optimized its mix towards higher-margin products. This operational efficiency, combined with stable other income contributions, allowed profits to grow at nearly eight times the rate of revenue, signaling improved cost control and pricing power in the organized jewelry segment.