Tribhovandas Bhimji Zaveri Limited: GRT to acquire 74.12% stake

Tribhovandas Bhimji Zaveri Limited (TBZ) is set to undergo a change in control after GRT Jewellers (India) Private Limited agreed to acquire the promoter group’s entire 74.12% stake for up to ₹1,033.71 crore. The agreement has triggered an open offer for up to 25.88% of TBZ’s voting share capital at ₹249.61 per share.

Why is GRT Jewellers acquiring TBZ?

GRT Jewellers has entered into a Share Purchase Agreement, or SPA, with TBZ’s promoter group to acquire 4,94,59,775 equity shares, representing 74.12% of the company’s voting share capital. The SPA is dated August 31, 2026, and sets a maximum purchase price of ₹209 per share for the promoter stake.

The disclosed aggregate value of the promoter transaction is up to ₹1,033.71 crore. On completion and subject to applicable approvals, GRT Jewellers will gain sole control of TBZ. TBZ is expected to become a subsidiary of GRT Jewellers following the transaction’s completion.

The transaction involves the complete exit of the existing promoter group. The identified sellers include Shrikant Gopaldas Zaveri, Bindu Shrikant Zaveri, Binaisha Shrikant Zaveri, Raashi Shrikant Zaveri, and two promoter-group private limited companies. They are expected to cease holding equity shares in TBZ and be de-classified from the promoter category after completion.

The sale marks a control transaction rather than a gradual change in shareholding. GRT Jewellers is acquiring the full promoter block, while public shareholders are being given an opportunity to tender shares under the mandatory open offer.

What are the terms of the TBZ open offer?

The open offer is for up to 1,72,70,845 fully paid-up equity shares of TBZ, representing 25.88% of its voting share capital. GRT Jewellers has offered ₹249.61 per equity share in cash, which is above the ₹209 per-share maximum price agreed for the promoter stake.

The maximum consideration for the open offer is ₹431.10 crore. GRT Jewellers filed its Draft Letter of Offer with the Securities and Exchange Board of India for the proposed acquisition from public shareholders.

The tendering period is scheduled to open on October 26, 2026, and close on November 6, 2026. Shareholders who wish to participate can tender their shares during this period, subject to the process set out in the offer documents.

How has TBZ’s shareholding changed before the deal?

TBZ’s promoter holding remained unchanged at 74.12% from December 2023 through September 2026. This stable ownership structure meant that the promoter group retained clear control before entering the agreement with GRT Jewellers.

Public shareholding stood at 25.18% as of September 2026, while foreign institutional investor holding was 0.45% and domestic institutional investor holding was 0.3% in the reported pattern. The relatively small institutional ownership means the public float has largely represented non-promoter shareholders.

Foreign institutional ownership has varied during the period. It was reported at 1.47% in June 2026 before declining to 0.45% in September 2026. Public holding increased from 24.4% in June 2026 to 25.2% in September 2026.

How did the acquisition announcement affect TBZ shares?

TBZ shares rose 20% and hit the upper circuit after the acquisition agreement was announced. Reports also described the move as taking the stock to a new 52-week high, reflecting the immediate market response to the proposed control change and open-offer terms.

The open-offer price of ₹249.61 is a key reference point for eligible public shareholders considering whether to tender. However, the open offer is capped at 25.88% of voting capital, so participation and acceptance will be governed by the offer process and the number of shares tendered.

For GRT Jewellers, the agreement provides a route to take control of a listed jewellery retailer and expand its retail footprint. For TBZ, the transaction would replace its long-standing promoter group with a single new controlling shareholder, subject to completion conditions and regulatory processes.

What does the TBZ deal mean for shareholders and the jewellery sector?

The TBZ transaction highlights how an established jewellery retail brand can change hands through a promoter-block acquisition followed by an open offer. The framework requires the acquirer to make an offer to public shareholders after agreeing to acquire control, giving minority investors a defined cash exit option.

The difference between the promoter transaction price of up to ₹209 per share and the open-offer price of ₹249.61 per share is material for public shareholders. The two prices apply to different parts of the transaction, with the latter being the stated offer price for eligible public shares.

The reported structure also provides clarity on ownership after completion. The existing promoters are expected to sell their entire stake, resign from the board as part of the transition described in the disclosures, and be de-classified as promoters. The actual change in control remains subject to the conditions and approvals applicable to the deal.

Conclusion

The proposed acquisition gives GRT Jewellers a 74.12% controlling stake in TBZ through a promoter share purchase worth up to ₹1,033.71 crore. The accompanying ₹249.61-per-share open offer covers up to 25.88% of TBZ’s voting share capital and gives public shareholders a formal tender route.

The immediate event to watch is the open-offer tendering window, scheduled from October 26 to November 6, 2026. Investors will also track regulatory progress, the completion of the promoter stake transfer, and the resulting transition of TBZ into a GRT Jewellers subsidiary.