Tribhovandas Bhimji Zaveri has received the Detailed Public Statement (DPS) from GRT Jewellers (India) Private Limited regarding its mandatory open offer to acquire up to 25.88% of the listed entity’s voting share capital at ₹249.61 per share. The document confirms the timeline for the offer, with the tendering period set to commence on October 26, 2026.

Open offer details

The open offer, announced on August 31, 2026, targets the acquisition of up to 1,72,70,845 equity shares from public shareholders. The total consideration for the open offer is capped at ₹431.10 crore, assuming full acceptance. The offer price of ₹249.61 per share is payable in cash and is determined in accordance with SEBI (SAST) Regulations. This price represents a significant premium over the maximum SPA price of ₹209 per share paid by GRT for the promoter stake.

Transaction context

The open offer is triggered by the Share Purchase Agreement (SPA) dated August 31, 2026, wherein GRT Jewellers agreed to acquire 4,94,59,775 equity shares (74.12% stake) from the promoter group. The sellers include Shrikant Gopaldas Zaveri (50.06%), Bindu Shrikant Zaveri (5.24%), Binaisha Shrikant Zaveri (7.92%), Raashi Shrikant Zaveri (6.85%), and two private limited companies within the promoter group holding 2.02% each. Upon completion, these sellers will cease to hold any equity in Tribhovandas Bhimji Zaveri and will be de-classified from the promoter category.

Regulatory approvals and timeline

The transaction is subject to several conditions precedent, including approval from the Competition Commission of India (CCI) and identified lenders such as State Bank of India, Union Bank of India, Central Bank of India, Kotak Mahindra Bank, IndusInd Bank, and Federal Bank. The Detailed Public Statement was published on September 7, 2026. The tendering period will last for 10 working days, commencing on October 26, 2026, and closing on November 6, 2026.

Strategic implications

GRT Jewellers, which operates 68 stores across India and one in Singapore, aims to leverage TBZ’s 37-store network to expand its pan-India presence. G.R. 'Ananth' Ananthapadmanabhan, Managing Director of GRT Jewellers, stated that the acquisition aligns with their growth strategy. R. Vijayaraghavan, Executive Director & CEO of GRT Jewellers, noted that experienced management bandwidth combined with professional senior executives of TBZ will drive growth. Shrikant Zaveri, Chairman & Managing Director of TBZ, highlighted the brand's 162-year legacy as a key asset for the next phase of growth under GRT.

What the Numbers Show

The disparity between the SPA price (₹209 per share) and the open offer price (₹249.61 per share) highlights the regulatory premium mandated for public shareholders under SEBI takeover regulations. Public shareholders are being offered a roughly 19.4% higher price than the promoters received, ensuring equitable treatment despite the control change. The total potential outlay for GRT Jewellers, combining the maximum SPA value (₹1,033.71 crore) and the full open offer consideration (₹431.10 crore), could reach approximately ₹1,464.81 crore if the open offer is fully subscribed.

Advisors

Advisors for the transaction include Deloitte as lead advisor, Axis Capital as financial advisor for GRT and manager to the offer, 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.