Tribhovandas Bhimji Zaveri: GRT gets CCI nod for takeover

Tribhovandas Bhimji Zaveri Limited has received Competition Commission of India approval for GRT Jewellers (India) Private Limited to acquire a majority stake, clearing a key condition for the proposed change in control. The agreement covers 74.12% of the company's equity, or 4,94,59,775 shares, and is valued at about ₹1,034 crore.

What did the CCI approve for TBZ?

The Competition Commission of India approved GRT Jewellers' proposed acquisition of a majority stake in Tribhovandas Bhimji Zaveri Limited, according to the company's October 13, 2026 disclosure. The approval advances a transaction first disclosed on August 31, 2026, under which GRT is to become the controlling shareholder of TBZ.

CCI clearance is a significant regulatory step because the proposed purchase transfers control of a listed jewellery retailer to GRT. TBZ said the approval relates specifically to GRT's plan to acquire a majority stake. The transaction remains subject to the terms of the share purchase agreement, including applicable regulatory approvals and conditions precedent.

The company operates jewellery stores under the TBZ - The Original brand. Its registered office is at Zaveri Bazar in Mumbai. TBZ's annual report for the financial year 2025-26 stated that there was no change in the nature of its business during the year.

How is GRT Jewellers buying the TBZ stake?

GRT Jewellers is buying 4,94,59,775 TBZ equity shares from the promoter group, representing 74.12% of the total issued and paid-up equity share capital. The share purchase agreement was signed on August 31, 2026 by GRT and the selling promoters and promoter-group entities.

The disclosed price is capped at ₹209 per share, subject to potential downward adjustments linked to an audit by the acquirer. A separate disclosed estimate puts the value of the 74.12% transaction at approximately ₹1,034 crore. The structure is a transfer of control rather than a minority investment.

The sellers named in the disclosure include 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. On completion, the sellers will cease to hold TBZ equity shares, according to the company disclosure.

Why is there an open offer for TBZ shareholders?

The acquisition requires an open offer because GRT's proposed purchase of 74.12% gives it sole control of TBZ under the takeover regulations. The public announcement dated August 31, 2026 was issued by Axis Capital in relation to the open offer.

GRT has offered to acquire up to 1,72,70,845 fully paid-up TBZ equity shares from public shareholders. These shares represent 25.88% of the voting share capital, and the disclosed offer price is ₹249.61 for each share. The offer allows eligible public shareholders to tender shares through the process prescribed under the takeover code.

The open offer is separate from the promoter share purchase agreement. It is intended to meet the regulatory requirement arising from the proposed acquisition of control and does not by itself alter the agreed promoter stake sale.

What will change in TBZ after the transaction closes?

GRT will acquire sole control of TBZ after the transaction is completed and will have the right to appoint nominee directors to the board. The change in ownership is therefore expected to be accompanied by changes in the company's governance structure.

TBZ disclosed that Shrikant Gopaldas Zaveri, Binaisha Shrikant Zaveri and Raashi Shrikant Zaveri are expected to resign from the board after completion of the transaction. The stated arrangement marks a full promoter exit from both shareholding and governance roles once the agreed conditions are met.

For investors, the key disclosed milestones are completion of the acquisition conditions and the open-offer process. TBZ's shareholder count was 46,200 at the end of September 2026, compared with 50,689 at the end of June 2026, based on the shareholding data provided by the company.

How does the deal matter for the jewellery retail sector?

The transaction brings a large shareholding and control change to a listed jewellery retailer with an established Mumbai brand. GRT's acquisition of the promoter stake links its proposed ownership with TBZ's retail operations, while TBZ's wholly owned subsidiary, Tribhovandas Bhimji Zaveri (Bombay) Limited, operates manufacturing activities in Kandivali, Mumbai.

The disclosures do not indicate a change in TBZ's nature of business for 2025-26 or any change in its authorised and paid-up share capital during that year. They also state that no material changes or commitments affecting the company's financial position occurred between the financial year-end and the directors' report date.

The immediate market relevance is regulatory and governance-related rather than an announced operational restructuring. The completion process, including the open offer and board transition, will determine when the proposed ownership change becomes effective.

Conclusion

CCI approval removes a major regulatory obstacle to GRT's proposed acquisition of 74.12% of TBZ for about ₹1,034 crore. The transaction would result in GRT obtaining sole control, the existing promoter group exiting its shareholding, and changes to the board after completion.

Investors will next watch the progress of the open offer for up to 25.88% of TBZ's voting share capital, fulfilment of the remaining closing conditions, and the appointment of GRT nominee directors. The company has not disclosed a change in its business nature or a separate operating plan alongside the ownership transition.