GRT Jewellers (India) Private Limited Takes Control of TBZ with 74.12% Stake

GRT Jewellers (India) Private Limited acquired 4,94,59,775 equity shares, or 74.12%, of Tribhovandas Bhimji Zaveri Limited through an off-market transfer on 30 October 2026, obtaining control and becoming its promoter. GRT Jewellers disclosed the transaction to BSE Limited and the National Stock Exchange of India Limited on 3 November 2026.

How much of TBZ did GRT Jewellers acquire?

GRT Jewellers acquired 4,94,59,775 TBZ equity shares carrying voting rights, representing 74.12% of both total and diluted voting capital. Before the 30 October 2026 transaction, GRT Jewellers and persons acting in concert, or PACs, reported no TBZ shares and 0.00% voting rights.

The 4,94,59,775 shares acquired are also GRT Jewellers’ entire reported post-transaction holding. The 3 November 2026 disclosure records no voting rights obtained other than through equity shares, no warrants or convertible securities, and no shares subject to pledge, lien or another encumbrance.

TBZ had 6,67,30,620 equity shares of face value Rs 10 each before the transfer, and the filing reports the same 6,67,30,620 shares afterwards. Total diluted share and voting capital was also 6,67,30,620 shares, leaving the disclosed holding unchanged at 74.12% on both bases.

When and how did GRT Jewellers obtain TBZ control?

GRT Jewellers obtained the TBZ stake through an off-market transfer dated 30 October 2026. The transfer followed a share purchase agreement, or SPA, dated 31 August 2026 and an amendment agreement dated 30 October 2026.

The filing does not disclose consideration, a per-share purchase price or payment terms for the 4,94,59,775 shares. It identifies the route as an off-market transfer, rather than an open-market purchase, public issue, rights issue, preferential allotment or inter-se transfer.

GRT Jewellers submitted the disclosure under Regulation 29(1) of the Securities and Exchange Board of India, or SEBI, Substantial Acquisition of Shares and Takeovers Regulations, 2011. The disclosure, dated 3 November 2026, identifies TBZ as listed on BSE under scrip code 534369 and on the National Stock Exchange of India under symbol TBZ.

The SPA names Shrikant Gopaldas Zaveri, Bindu Shrikant Zaveri, Binaisha Shrikant Zaveri, Raashi Shrikant Zaveri, Tribhovandas Bhimji Zaveri (TBZ) Private Limited and Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited as sellers. The document does not provide a seller-by-seller split of the 4,94,59,775 shares transferred on 30 October 2026.

Does the 74.12% purchase make GRT Jewellers TBZ’s promoter?

Yes, GRT Jewellers said the 74.12% acquisition under the SPA gave it control of TBZ and that it will be classified as TBZ’s promoter. The filing says this status follows the 30 October 2026 acquisition under SEBI’s Listing Obligations and Disclosure Requirements, or LODR, Regulations.

GRT Jewellers was not part of TBZ’s promoter or promoter group before this acquisition. Its reported position therefore changed from 0.00% ownership before 30 October 2026 to 4,94,59,775 shares and 74.12% of voting capital after the transfer.

The filing does not set out any board changes, management appointments, operating plans, store strategy, brand changes or financing arrangements for TBZ after 30 October 2026. Its stated outcome is limited to GRT Jewellers’ acquisition of shares, control and promoter classification disclosed on 3 November 2026.

Control is expressly stated in the disclosure alongside the 74.12% shareholding. GRT Jewellers said it “has acquired control” and “has become the promoter,” linking the control outcome directly to the SPA dated 31 August 2026 and amended on 30 October 2026.

What happened to TBZ’s previous promoter group?

TBZ’s erstwhile promoter and promoter-group members, described as the sellers under the SPA, no longer hold any TBZ equity shares after the 30 October 2026 transaction. The filing also says they ceased to be promoter and promoter-group members under Regulation 31A(10) of the SEBI LODR Regulations.

The disclosure therefore records a promoter transition, rather than GRT Jewellers joining an existing promoter group. GRT Jewellers emerged with 4,94,59,775 shares and 74.12% control, while the former promoter group exited its TBZ equity ownership and promoter classification.

Although six seller parties are identified in the SPA, the filing provides no individual post-sale shareholding figures. It only states collectively that the erstwhile promoters and promoter-group members hold no TBZ equity shares following the 30 October 2026 transfer.

TBZ’s 6,67,30,620-share capital did not change before and after the reported transaction. The filing consequently describes a transfer of ownership and control, not an issue of new TBZ shares or a conversion of outstanding instruments into equity.

Conclusion

The off-market transfer on 30 October 2026 moved TBZ’s control to GRT Jewellers through the acquisition of 4,94,59,775 shares, or 74.12% of voting capital. GRT Jewellers moved from a reported 0.00% holding to promoter status, while the filing says the former promoter group no longer owns TBZ equity shares or remains in the promoter group.

The next matters to watch are disclosures arising after the SPA dated 31 August 2026, as amended on 30 October 2026. The 3 November 2026 announcement does not disclose the transaction value, a future operating plan, management changes or further ownership steps, leaving those points unresolved in this filing.