CCI clears GRT-TBZ deal; open offer at ₹249.61

CCI approval removes a key regulatory hurdle

The Competition Commission of India (CCI) has approved GRT Jewellers (India) Private Limited’s proposed acquisition of a 74.12% stake in listed jewellery retailer Tribhovandas Bhimji Zaveri Limited (TBZ). The competition regulator disclosed the clearance in a press release dated October 13 and said a detailed order would follow. CCI also stated in its order that the proposed transaction raises no competition concerns. The clearance is an important step for the deal process, although it does not mean the acquisition has been completed. Completion will depend on fulfilment of closing conditions set out in the transaction documents.

The transaction involves a change in control of a listed entity, which also triggers takeover regulations. Separately, GRT has already initiated the process for a mandatory open offer to public shareholders under Securities and Exchange Board of India (SEBI) rules. The open offer is intended to provide eligible public shareholders an opportunity to tender their shares to the acquirer under specified terms.

What GRT is buying: promoter stake and control

GRT Jewellers announced on August 31 that it had signed a share purchase agreement with TBZ’s promoters to acquire 4,94,59,775 equity shares. This block represents 74.12% of TBZ’s equity. The consideration for the promoter purchase was stated as up to ₹1,033.71 crore, based on a price of ₹209 per share.

The agreement has also been referred to as a Special Purchase Agreement executed in August. Under this arrangement, GRT would acquire 74.12% stake in TBZ for ₹1,034 crore, again at ₹209 per share. The purchase consideration has been described as subject to potential downward adjustments based on an audit to be conducted by the acquirer. As with most transactions of this size, the deal remains subject to applicable closing conditions.

Open offer for public shareholders: price, size, and value

Following the promoter acquisition plan, GRT issued a letter of offer (LOF) to TBZ’s public shareholders to acquire the remaining 25.88% stake. The open offer is for 1,72,70,845 shares, representing 25.88% of TBZ’s equity. The total value of this open offer has been stated at about ₹431 crore.

The offer price referenced in the deal coverage is ₹249.61 per share. The open offer is mandatory under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations due to the change in control arising from the promoter stake sale. According to the disclosed schedule, the tendering period is set to open on October 26, 2026 and close on November 6, 2026, spanning 10 working days.

TBZ business snapshot and why this deal matters

TBZ, also branded as “TBZ The Original”, was founded in 1864. The company operates 37 stores across India and sells gold, diamond and other jewellery. The brand’s long operating history and retail footprint are central to the strategic logic described for the transaction.

If completed, the acquisition would give GRT a majority stake in TBZ. That would add TBZ’s established brand and its store network to GRT’s operations. The final outcome, however, still depends on completion of the transaction and satisfaction of the stated conditions.

Conditions and approvals still in play

While CCI’s clearance removes a major regulatory step, the transaction remains subject to other requirements. The deal has been described as subject to applicable closing conditions, and also includes lender-related consents. The lenders cited as identified banks include State Bank of India, Union Bank of India, Central Bank of India, Kotak Mahindra Bank, IndusInd Bank, and Federal Bank.

There is also a provision that the sale price may be subject to downward adjustments following an audit by GRT. Such adjustment clauses are typically intended to align purchase consideration with agreed parameters, but the only confirmed point in the disclosures is that an audit-based adjustment mechanism exists.

How TBZ shares traded after the update

TBZ shares reacted positively to the CCI development in the market. On Tuesday, TBZ shares on the NSE closed at ₹655.85, up 4.99%, or ₹31.20. The movement reflected investor attention to the regulatory clearance, while the market price remained far above the open offer price indicated in the letter of offer.

It is important to separate the regulatory and process milestones from deal completion. CCI approval supports the transaction pathway, but the acquisition still needs to proceed through closing steps and the open offer process, as applicable.

Key deal terms at a glance

Timeline of the transaction and open offer process

Market impact and what investors should track

From a market-structure standpoint, the key impact of the CCI clearance is that it reduces uncertainty on the competition law side of the transaction. CCI explicitly stated that the proposed transaction raises no competition concerns, which supports the deal’s regulatory progression.

For TBZ shareholders, the next concrete milestone is the open offer tendering window from October 26 to November 6, 2026 at ₹249.61 per share. The market price cited for TBZ, ₹655.85 on the NSE, highlights the gap between prevailing trading levels and the open offer price. Separately, the promoter block is priced at ₹209 per share, which is another reference point investors may compare against market quotations.

Analysis: what the deal structure signals

This transaction follows a common structure for control acquisitions in listed Indian companies. First, the acquirer agrees to buy a controlling promoter stake, then makes a mandatory open offer to public shareholders under SEBI takeover regulations. The disclosures indicate that the promoter stake sale would result in a change in control, and that upon completion under the share purchase agreement, GRT would have the right to appoint nominee directors on TBZ’s board.

The presence of audit-linked adjustment language and lender-consent conditions suggests that completion is still process-driven. The confirmed facts at this stage are the stake size (74.12%), the maximum stated consideration (up to ₹1,033.71 crore), the open offer size (25.88% or 1,72,70,845 shares), and the open offer price (₹249.61).

Conclusion

CCI’s approval is a significant milestone for GRT Jewellers’ proposed acquisition of a controlling 74.12% stake in TBZ, but the transaction remains subject to closing conditions and other approvals. The open offer for the remaining 25.88% is set at ₹249.61 per share, with the tendering window scheduled from October 26 to November 6, 2026. Investors will be watching for the detailed CCI order, progress on conditions precedent, and the execution of the open offer timetable.