TBZ promoters sell 74.12% stake to GRT at ₹209/share

The deal at a glance

Tribhovandas Bhimji Zaveri Ltd (TBZ), also known as TBZ The Original, disclosed that its promoter group has agreed to sell a 74.12% stake to GRT Jewellers (India) Private Limited. The transaction is structured through a share purchase agreement (SPA) signed on August 31, 2026. The stake sale triggers a mandatory open offer under SEBI takeover regulations because it results in a change of control. The announced per-share price is capped at ₹209, with the final price subject to potential downward adjustments based on an audit by the acquirer. The promoters are expected to exit completely after the deal closes.

What was announced on August 31, 2026

As per the disclosure, the promoter group will sell 4,94,59,775 equity shares, representing 74.12% of TBZ’s equity. The sellers are identified as Shrikant Gopaldas Zaveri and family entities. GRT Jewellers (India) Private Limited is the acquirer. The agreement date, August 31, 2026, is specifically cited in the SPA details. The transaction is subject to regulatory approvals and customary closing conditions.

Price and consideration: what the numbers show

The per-share purchase price is capped at ₹209. The disclosure notes that the price could be adjusted downwards after an audit conducted by the acquirer, indicating the final consideration may depend on closing adjustments. Reuters reported the aggregate value of the promoter stake acquisition at up to ₹1,033.71 crore (also referenced as up to ₹1,034 crore). In a separate Reuters dispatch, the transaction value is also described as 10.34 billion rupees, consistent with about ₹1,034 crore. TBZ also referenced an open offer for about 26% of equity after completion.

Control change and board exits

On completion, GRT Jewellers is expected to gain sole control of TBZ and the right to appoint nominee directors. The disclosure states that the existing directors Mr. Shrikant Gopaldas Zaveri, Mrs. Binaisha Shrikant Zaveri, and Mrs. Raashi Shrikant Zaveri are expected to resign from the board upon completion. The sellers will cease to hold any equity in TBZ and will be de-classified from the promoter category. This is a clean break from the existing promoter ownership structure, with the buyer becoming the new controlling shareholder.

Mandatory open offer: what SEBI rules require here

Because the acquisition involves a control change and a large shareholding transfer, SEBI takeover regulations require a mandatory open offer to public shareholders. TBZ and Reuters both indicate the open offer will be for around an additional 26% of TBZ’s equity. The purpose of this requirement is to give remaining shareholders an exit opportunity when control changes hands. The provided information flags the open offer trigger, but it does not specify the open offer price, schedule, or filing dates.

Why this matters for GRT Jewellers and TBZ

The reported transaction marks GRT Jewellers’ entry into a listed jewellery retail business. The stated rationale is to expand GRT’s presence across India using TBZ as a listed platform. Another Reuters report described GRT as a Chennai-founded jeweller with 68 stores across India and one in Singapore, and said the move adds TBZ’s 37-store network. Those store-count details indicate the scale implications, although the operational integration plan is not detailed in the provided text. The transaction also represents the exit of TBZ’s founding Zaveri family from shareholding and board roles.

Market data points mentioned alongside the deal

One market reference in the provided details says TBZ stock traded at ₹304.40 on August 31, 2026. Another Reuters excerpt notes TBZ’s market capitalisation at 20.38 billion rupees, which is about ₹2,038 crore. Using that market capitalisation, the same excerpt values the 74.12% stake at about 15.11 billion rupees, or roughly ₹1,511 crore. These figures highlight a gap between the reported deal consideration cap (up to ₹1,033.71 crore) and an illustrative stake value based on market capitalisation, though the article does not explain the difference.

Key facts table

Shareholding snapshot cited in the provided details

The provided shareholding snapshot (Jun 2026) reports promoters at 74.12%, foreign institutional investors (FII) at 1.47%, and retail at 24.41%. Mutual funds, insurance, and domestic institutional investors are shown as 0.00% in the same snapshot. This reinforces why the 74.12% sale is described as the entire promoter holding in recent disclosures. If the transaction completes as described, TBZ’s promoter category would change entirely, with GRT becoming the controlling shareholder.

What to watch next

The companies have stated the transaction is subject to regulatory approvals and customary closing conditions. The next key steps will be formal filings and disclosures related to the open offer, including the price and timeline, which are not provided in the available text. Investors will also track the completion of board changes and the transition of control once closing conditions are met. For TBZ shareholders, the open offer process will be central to how the control change is implemented under SEBI rules.