Tribhovandas Bhimji Zaveri Becomes GRT Unit After 74.12% Sale

Tribhovandas Bhimji Zaveri Limited became a subsidiary of GRT Jewellers (India) Private Limited on October 30, 2026, after its promoters transferred 4,94,59,775 shares, or 74.12% of its equity capital. The transfer completed a change-of-control transaction valued at up to Rs1,033.71 crore under the share purchase agreement.

How did GRT Jewellers acquire control of TBZ?

GRT Jewellers acquired control of TBZ through the purchase of the entire 74.12% holding owned by the existing promoter group. The share transfer was completed on October 30, following the agreement signed by the parties on August 31, 2026. With the transaction closing, TBZ became a subsidiary of GRT Jewellers.

The acquired block consisted of 4,94,59,775 equity shares. The disclosed purchase price was up to Rs209 per share, subject to potential downward adjustments linked to an audit by the acquirer. The aggregate consideration for the promoter stake was stated at up to Rs1,033.71 crore.

The selling group included 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. The company disclosure said the sellers would cease to hold TBZ equity shares after completion.

The disposal was recorded under Regulation 29(2) of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations. The acquisition gives GRT Jewellers both a holding above 25% and control over the listed company, which required an open offer to eligible public shareholders under the takeover rules.

What approvals were required before the TBZ share transfer?

Competition Commission of India clearance was a key condition for the control transaction and was received on October 13, 2026. The commission approved GRT Jewellers' proposed acquisition of a majority stake in TBZ, allowing the parties to proceed toward completion.

The original agreement also identified approvals from certain lenders as conditions to closing. The available disclosures confirm that the promoter stake was transferred on October 30, after the CCI clearance had been obtained. They do not provide further detail on lender approvals or any audit-linked adjustment to the final purchase consideration.

The CCI described GRT Jewellers as a private company primarily engaged in manufacturing and selling gems and jewellery in India. TBZ is a publicly listed company engaged in the manufacture and sale of gems and jewellery. The transaction therefore combines two participants in India's organised jewellery market, while leaving TBZ listed.

What does the mandatory open offer mean for TBZ public shareholders?

The mandatory open offer allows TBZ public shareholders to tender up to 1,72,70,845 equity shares to GRT Jewellers at Rs249.61 per share. The offer covers up to 25.88% of TBZ's voting share capital, which represented the entire public shareholding specified in the offer documents.

If fully accepted, the open offer would involve cash consideration of up to Rs431.10 crore. The offer price is higher than the maximum Rs209 per-share price disclosed for the promoter stake, although the promoter transaction price remains subject to the stated audit-linked adjustment mechanism.

The open offer was made under Regulations 3(1) and 4 of the SEBI SAST Regulations. These provisions apply where an acquirer obtains more than 25% of voting rights and control over a listed company. The process gives public shareholders an exit opportunity at the offer price after a control change.

Full acceptance would result in GRT Jewellers owning 100% of TBZ, based on the stake sizes disclosed in the transaction documents. However, the documents describe the offer as being for up to the public float, and do not state how many shares have been or will be tendered.

Why does the transaction matter for TBZ and the jewellery sector?

The transaction replaces TBZ's existing promoter group with GRT Jewellers as the controlling shareholder. For TBZ investors, the most immediate disclosed effects are the completed ownership change and the open-offer mechanism at Rs249.61 per share. The disclosures do not set out post-acquisition operating targets, changes to stores, workforce plans, or financial projections.

Both companies operate in the gems and jewellery business, an industry where brand presence, retail execution and supply-chain management are central operating factors. The CCI's approval indicates that the competition review for this majority acquisition was completed, while TBZ's listed status means its public shareholders remain relevant to the final ownership outcome of the open offer.

The distinction between the promoter-sale price and the open-offer price is also material. GRT Jewellers agreed to acquire the controlling 74.12% stake at up to Rs209 per share, while public shareholders were offered Rs249.61 per share. The stated maximum values for the two legs of the transaction total up to Rs1,464.81 crore, assuming full acceptance of the open offer.

Conclusion

The October 30 transfer completed GRT Jewellers' acquisition of a 74.12% controlling stake in TBZ after regulatory clearance from the Competition Commission of India. The deal shifts control from the Zaveri promoter group to GRT Jewellers and places TBZ within the acquirer's corporate structure while it remains a listed company.

The next disclosed matter for investors is the open offer for up to 25.88% of TBZ's voting share capital at Rs249.61 per share. Its acceptance level will determine the extent of GRT Jewellers' eventual ownership beyond the completed 74.12% promoter-stake purchase.