Tribhovandas Bhimji Zaveri Limited ( Tribhovandas Bhimji Zaveri ) held its 19th Annual General Meeting on September 9, 2026. The company confirmed that promoters have entered into a share purchase agreement with GRT Jewellers. This transaction involves the sale of the promoter group’s entire stake in the firm.

The meeting was conducted through Video Conferencing and Other Audio Visual Means. It commenced at 11:30 am IST. Chairman and Managing Director Shrikant Zaveri presided over the proceedings. He confirmed the presence of a requisite quorum before calling the meeting to order.

Key Developments

The Company Secretary, Arpit Maheshwari, informed members about the strategic shift. The promoters and their group have agreed to sell their holdings to GRT Jewellers. This Chennai-based jewellery retail group is a well-established player in the sector.

The transaction is subject to regulatory approvals and other conditions precedent. GRT Jewellers has launched an open offer to shareholders as per SEBI Takeover Regulations. Investors were directed to refer to disclosures made on August 31, 2026 for further details.

Meeting Proceedings

All directors, the CFO, Company Secretary, and representatives of statutory and secretarial auditors attended. KFin Technologies Limited provided the webcast facility. The proceedings were recorded and will be available on the company website.

Chief Financial Officer Mukesh Sharma appraised members on financial performance for FY26. The Chairman also briefed attendees on key developments during the fiscal year. Statutory registers were made available for inspection on the RTA website.

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.