GRT Jewellers (India) Private Limited has filed its Draft Letter of Offer with SEBI to acquire up to 25.88% of the voting share capital in Tribhovandas Bhimji Zaveri at ₹249.61 per equity share. The offer targets 1,72,70,845 shares from public shareholders, representing the entire public float as of the filing date.

The acquisition follows a Share Purchase Agreement dated August 31, 2026, between GRT Jewellers and the promoters of Tribhovandas Bhimji Zaveri. Under the agreement, the promoters agreed to sell their entire stake of 74.12% (4,94,59,775 shares) at a maximum price of ₹209.00 per share. The total maximum consideration for the promoter sale is ₹10,337.09 crore.

Offer Details and Timeline

The open offer is mandatory under SEBI (SAST) Regulations due to the change in control triggered by the promoter sale. The tendering period is scheduled to open on October 26, 2026, and close on November 6, 2026. The identified date for determining eligible shareholders is October 9, 2026.

The offer price of ₹249.61 was determined based on the volume-weighted average market price on NSE over the 60 trading days preceding the public announcement. This is higher than the negotiated price of ₹209.00 paid to promoters. The maximum consideration payable under the open offer, assuming full acceptance, is approximately ₹431.10 crore.

Financial Arrangements and Approvals

GRT Jewellers has deposited an escrow amount of ₹4.31 crore (1% of maximum consideration) and furnished an irrevocable bank guarantee of ₹107.77 crore (25% of maximum consideration) with Axis Bank Limited. The transaction is subject to Competition Commission of India (CCI) approval and lenders' approval from six identified banks, including State Bank of India and Kotak Mahindra Bank.

What the Numbers Show

The disparity between the open offer price (₹249.61) and the promoter sale price (₹209.00) highlights the premium required to acquire minority public shares compared to negotiated block deals. The acquirer, GRT Jewellers, reported revenue of ₹43,147.15 crore for FY26, demonstrating substantial financial capacity to fund the acquisition through internal resources and fixed deposits.

AGM and Dividend Context

Tribhovandas Bhimji Zaveri’s 19th Annual General Meeting held on September 9, 2026, approved FY26 financial statements and declared a dividend of ₹2.50 per share. All resolutions were passed with substantial majority support. The company’s CFO briefed members on financial performance, while the Chairman outlined key developments during the fiscal year.

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.