GRT Jewellers takes TBZ control through 74.12% transfer

GRT Jewellers (India) Private Limited completed its acquisition of control of Tribhovandas Bhimji Zaveri Limited on October 30, 2026, after receiving 4,94,59,775 equity shares representing 74.12% of TBZ's paid-up equity capital. GRT Jewellers became TBZ's promoter, while the former promoter sellers ceased to hold any TBZ equity shares on the transfer date.

What stake did GRT Jewellers acquire in TBZ?

GRT Jewellers acquired 4,94,59,775 fully paid equity shares in TBZ, equal to 74.12% of the company's total paid-up equity share capital, on October 30, 2026. TBZ identified the transaction as the Share Transfer completed under the share purchase agreement, or SPA, signed on August 31, 2026.

The transferred holding moved from six sellers to GRT Jewellers: 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. TBZ's October 30, 2026 disclosure does not state the purchase consideration or a rupee value for the 74.12% holding.

The position changed between the August 31, 2026 SPA and the October 30, 2026 completion. On August 31, the document disclosed an agreement for the sellers to transfer the controlling holding; by October 30, TBZ's board had recorded completion of the sale and transfer of the 74.12% stake.

When did GRT Jewellers become TBZ's promoter?

GRT Jewellers became TBZ's promoter on October 30, 2026, the date on which the 4,94,59,775-share transfer was completed. TBZ said the transfer gave GRT Jewellers control of the company in accordance with the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, referred to in the filing as the Listing Regulations.

The promoter change followed disclosures over two months. TBZ disclosed the SPA and the public announcement for the open offer on August 31, 2026, followed by the detailed public statement on September 7, 2026 and the draft letter of offer on September 15, 2026.

TBZ linked GRT Jewellers' promoter status specifically to the completed Share Transfer on October 30, rather than to the signing of the SPA on August 31. The difference is that the SPA recorded the parties' agreement, while the later event transferred the stated 74.12% holding and resulted in GRT Jewellers acquiring control, according to the filing.

Why did the TBZ transaction trigger an open offer?

The August 31, 2026 SPA triggered a mandatory open offer under Regulations 3(1) and 4 of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011, TBZ said. The filing connects that regulatory requirement with GRT Jewellers' acquisition of the 74.12% shareholding and control of TBZ.

TBZ had disclosed the public announcement on August 31, 2026, the detailed public statement on September 7, 2026 and the draft letter of offer on September 15, 2026. Its October 30 filing cites specified sections of each of those documents when confirming that GRT Jewellers had acquired control and become promoter.

The October 30 disclosure identifies the open offer as mandatory, but does not report its completion, acceptance level, offer price or final shareholding after the offer process. It therefore confirms the completed 74.12% SPA transfer while describing the open offer as a consequence of the acquisition under the takeover regulations.

What happened to TBZ's former promoters after the transfer?

TBZ said the sellers no longer held any equity shares and ceased to be members of its promoter and promoter group on October 30, 2026. This followed the transfer of all 4,94,59,775 shares held by the sellers to GRT Jewellers under the SPA.

The reclassification was disclosed under Regulation 31A(10) of the Listing Regulations. TBZ described the sellers as its erstwhile promoter and promoter group members, while recording GRT Jewellers as its promoter after the completed Share Transfer.

The filing also said the sellers' intended exit from the promoter and promoter group had been disclosed in the August 31 public announcement, September 7 detailed public statement and September 15 draft letter of offer. Those documents preceded the October 30 cessation date, when the sellers' shareholding fell to zero.

Which reclassification conditions did TBZ report?

TBZ reported that all applicable requirements for reclassification under Regulation 31A(10) were satisfied in its October 30, 2026 filing. It said the sellers' intended cessation as promoters and promoter group members had been disclosed in the three open-offer documents issued from August 31 to September 15, 2026.

TBZ further stated that the sellers shall comply with clause (b) of Regulation 31A(3), read with Regulation 31A(4). The company also said it complied with sub-clauses (c)(ii) and (c)(iii) of Regulation 31A(3), without providing further operating details in the three-page disclosure.

The filing records two regulatory outcomes on the same October 30, 2026 date: GRT Jewellers became promoter after the 74.12% transfer, and the former sellers exited TBZ's promoter classification after their equity holding became nil. It does not announce changes to TBZ's business operations, board composition or financial targets.

Conclusion

The October 30, 2026 disclosure confirms that TBZ's ownership change progressed from the August 31 SPA to a completed transfer. GRT Jewellers holds 4,94,59,775 shares, or 74.12%, and is TBZ's promoter, while the six seller parties have no TBZ equity shares and have exited the promoter and promoter group.

The next disclosed matter to watch is the mandatory open offer triggered by the August 31, 2026 SPA. TBZ's filing refers to the public announcement, detailed public statement and draft letter of offer, but does not provide an offer result, timetable, offer price or post-offer holding figure.