TBZ stake sale 2026: GRT buys 74.12% for ₹1,034 cr

Deal announcement and why it matters

Tribhovandas Bhimji Zaveri Ltd (TBZ) is set for a change in control after its promoter group agreed to sell a 74.12% stake to GRT Jewellers (India) Private Limited. The size of the stake is significant because it represents the entire promoter holding in recent disclosures and, by itself, transfers control to the acquirer. The transaction also triggers a mandatory open offer under SEBI takeover regulations, which is designed to give public shareholders an exit opportunity when control changes hands. The share purchase agreement (SPA) is dated August 31, 2026. The disclosed price is capped at ₹209 per share, with a provision for potential downward adjustments linked to an audit conducted by the acquirer. Reuters reported the total deal value at up to about ₹1,033.71 crore.

What has been agreed in the SPA

As per the details provided, the promoter group agreed to sell 4,94,59,775 equity shares of TBZ to GRT Jewellers (India) Private Limited. This share count is equivalent to a 74.12% stake in the company. The headline price is “up to ₹209 per share”, indicating an upper limit rather than a fixed consideration. A note accompanying the transaction adds that the agreed price may be adjusted downward based on an audit carried out by the acquirer. The disclosures also state that the acquirer will gain sole control of TBZ once the transaction is completed. With control, GRT will also have the right to appoint nominee directors.

Sellers and acquirer: what is disclosed

The sellers are described as the promoter group, including Shrikant Gopaldas Zaveri and family entities. The buyer is GRT Jewellers (India) Private Limited, described in the material as a Chennai-based jewellery player. The transaction has also been described as a co-promoter stake sale, with GRT emerging as the acquirer. The company mentioned in the disclosures is Tribhovandas Bhimji Zaveri Ltd, also known as TBZ The Original. TBZ’s registered address is listed as 241/43, Zaveri Bazar, Mumbai, Maharashtra 400002, with telephone number 022-40465001.

Mandatory open offer under SEBI takeover rules

The disclosures clearly flag that a mandatory open offer requirement has been triggered “just now” due to the acquisition of control. In practical terms, open offer rules apply when an acquirer crosses specified ownership or control thresholds. Here, the disclosed 74.12% stake is far above those thresholds and is explicitly linked to a control change. The information provided does not include the open offer price, timelines, or filing dates, but it does state that an offer to public shareholders is required. Separately, the disclosure mentions the open offer being for an additional 26% of the company’s equity. Investors typically watch for subsequent formal disclosures that set out the open offer size, price, and schedule.

Deal size and valuation markers in the disclosure

At a cap price of ₹209 per share for 4,94,59,775 shares, the implied consideration works out to about ₹1,033.71 crore, a figure also cited in the material and attributed to Reuters. The “up to” wording, along with the audit-linked adjustment clause, suggests the final payout could be lower depending on the audit outcome. Beyond the transaction itself, the stock and company metrics included alongside the news provide additional context. TBZ’s market capitalisation is listed at about ₹2,013.26 crore, with enterprise value of about ₹2,697.38 crore. The number of shares is listed as 6.67 crore, with P/E at 9.48 and P/B at 2.29. The 52-week high and low are listed as ₹312.7 and ₹110.5.

Stock trading snapshot around the announcement

The material includes multiple price snapshots for TBZ. As of August 31, 2026, the share price is shown at ₹305.70, with an indicated change of ₹4.00 (1.33%) in one feed. The stock’s open price is listed as ₹309.85, while another line notes an intraday high of ₹309.85 and a low of ₹292.65 during the latest trading session. Another snapshot states TBZ was trading at ₹298.55, down ₹3.15 from the previous close at that time, highlighting how prices varied across timestamps and venues. The prior close is also shown as ₹301.70 in one data panel. These data points indicate heightened focus on the stock during a session that included a wide intraday range.

Business profile and footprint

TBZ is described as a long-standing jewellery retailer with a legacy dating back to 1864, while the listed company is described as incorporated in July 2007. The company operates in retail sales of ornaments made of gold, diamond, silver, platinum and precious stones. The operating footprint disclosed includes 32 showrooms and 5 franchisee outlets across India. TBZ is listed with NSE symbol TBZ and BSE scrip 534369, and is categorised under the Diamond and Jewellery segment in the provided data.

Shareholding snapshot cited in the material

The transaction is notable because the 74.12% stake being sold is described as matching the entire promoter holding in recent shareholding disclosures. A shareholding snapshot included in the text lists promoters at 74.12%, FII at 1.47%, and retail at 24.41%. The material also mentions that promoter holding in the June 2026 quarter was 74.12% (unchanged). With this transaction, control shifts from the existing promoter group to the acquirer, subject to completion and the regulatory process. The open offer mechanism is the main route for public shareholders to participate in that control change on the terms set out in the offer.

Dividend communication and TDS note

Separately from the control transaction, TBZ issued a communication on tax at source (TDS) provisions applicable to its recommended final dividend. The recommended final dividend is ₹2.50 per equity share of face value ₹10 each for the financial year ended March 31, 2026 (FY26). The disclosure is a reminder that corporate actions and compliance updates can continue alongside major ownership changes. It also signals that investors should track both takeover-related filings and routine company communications. The text provided does not include the record date or payment date for the dividend.

Key facts table

What investors will track next

The immediate next steps typically involve detailed filings that specify open offer price, timelines, and other conditions, but those details are not included in the information provided here. What is clear is that the acquisition is structured to deliver sole control to GRT and allow board representation through nominee directors. Market participants will also watch how the “audit-linked” adjustment clause affects the final consideration. For TBZ shareholders, the open offer process will be central because it sets the terms on which public shareholders can tender shares. Until those formal disclosures are made, the deal’s broad contours remain defined by the stake size, cap price, and control transfer described in the SPA.

Conclusion

TBZ’s promoter group has agreed to sell its 74.12% stake to GRT Jewellers (India) Private Limited under an SPA dated August 31, 2026, with the price capped at ₹209 per share and the deal value cited at about ₹1,034 crore. The transaction triggers a mandatory open offer and marks a clear change in control. Alongside the takeover disclosure, TBZ has also communicated TDS provisions linked to its recommended FY26 final dividend of ₹2.50 per share. The next concrete milestone for investors will be the formal open offer disclosures that set out the offer size, price, and schedule.