Tribhovandas Bhimji Zaveri Limited shifts to GRT at 74.12%

Tribhovandas Bhimji Zaveri Limited completed a change in control on 30 October 2026 when GRT Jewellers (India) Private Limited acquired 4,94,59,775 shares, or 74.12% of paid-up equity capital. TBZ said the selling promoter group ceased to hold shares or control the company, while three GRT family appointments await shareholder approval.

What changed in TBZ's ownership?

GRT acquired control of TBZ on 30 October 2026 by buying 4,94,59,775 equity shares representing 74.12% of its total paid-up equity share capital. The transaction closed after conditions under the 31 August 2026 share purchase agreement, including required statutory approvals, were satisfied or waived.

The sellers were 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. TBZ said that, from the 30 October 2026 closing date, the sellers ceased to be shareholders, controllers, promoters and members of the promoter group.

The filing describes the completed acquisition as compliant with the Securities and Exchange Board of India (SEBI) Substantial Acquisition of Shares and Takeovers Regulations, 2011. This distinguishes the 74.12% transfer from a pending proposal: GRT became TBZ's controller on closing, while the board appointments remain subject to member votes.

Who is proposed to join TBZ's board?

TBZ has proposed GRT founder Govindarajulu Rajendran as a non-executive director and his sons, Govindarajulu Rajendran Ananthapadmanabhan and Govindarajulu Rajendran Radhakrishnan, as managing directors. The Nomination and Remuneration Committee and board made the recommendations at meetings held on 30 October 2026.

Govindarajulu Rajendran is proposed as a director liable to retire by rotation, rather than for a stated five-year term. The notice lists his age as 84 and requires a special resolution for his non-executive appointment; both proposed managing directors require ordinary resolutions for terms running from 30 October 2026 to 29 October 2031.

The two sons were appointed additional directors at the 30 October 2026 board meeting, when the board also approved their managing-director appointments subject to necessary approvals. TBZ disclosed that each proposed managing director held one equity share on the notice date, compared with nil shares for Govindarajulu Rajendran.

What are the proposed managing directors' terms?

TBZ proposes five-year managing-director terms for Ananthapadmanabhan and Radhakrishnan, without remuneration other than out-of-pocket expense reimbursements. Both appointments would begin on 30 October 2026, end on 29 October 2031 and be subject to retirement by rotation.

The remuneration structure differs from that proposed for their father. TBZ said Govindarajulu Rajendran could receive board and committee sitting fees and any commission approved by members for non-executive directors, while the two managing directors would receive no remuneration under the disclosed terms apart from expense reimbursement.

Ananthapadmanabhan, listed as 55, and Radhakrishnan, listed as 52, each confirmed that they were not debarred from holding a managing-director office by a SEBI order or another authority. TBZ also said both consented to act and met the stated eligibility conditions under Section 196(3) and Part I of Schedule V of the Companies Act, 2013.

Why does TBZ need a special resolution for Govindarajulu Rajendran?

TBZ needs a special resolution because its proposed non-executive director is 84, above the 75-year threshold in Regulation 17(1A) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The rule requires member approval to appoint or continue a non-executive director who has reached that age.

The board and Nomination and Remuneration Committee cited his founding of the GRT brand in 1964 and more than 60 years of gems and jewellery retail experience as their justification. They said GRT had developed into an established jewellery retail chain in South India with a presence in Singapore under his guidance.

TBZ also said the board considered his knowledge of customers, sourcing relationships and markets relevant to governance and board balance. He confirmed that he was not disqualified under Section 164 of the Companies Act, 2013, and consented to serve, subject to shareholder approval.

What experience and family links do the nominees disclose?

TBZ disclosed that Govindarajulu Rajendran has more than 60 years of experience spanning jewellery, hospitality, education, agriculture and plantation, financial services, renewable energy, commercial warehousing and commercial rentals. The notice identifies him as a commerce graduate of Pachaiappa College, University of Madras.

Ananthapadmanabhan has more than 33 years of experience across retail jewellery, renewable energy, hospitality, non-banking financial services, commercial warehousing, ethanol manufacturing, education and agriculture. He completed a commerce degree at Loyola College, Chennai in 1992, a Gemology course from GIA in the United States in 1993, and an owner/president management programme at Harvard University.

Radhakrishnan also has more than 33 years of experience, including jewellery, green energy, renewable energy, non-banking financial services, agriculture, education, warehousing and luxury hospitality. TBZ identifies Govindarajulu Rajendran as the father of both proposed managing directors and the two executive nominees as brothers; it also records nil resignations from listed entities by each nominee in the preceding three years.

Conclusion

TBZ's filing records a completed ownership transition on 30 October 2026: GRT owns 74.12% through 4,94,59,775 shares, and the sellers no longer hold shares, control or promoter status. The proposed board structure would combine a non-executive role for GRT's founder with five-year managing-director roles for his two sons.

The next disclosed event is shareholder consideration of one special resolution and two ordinary resolutions. If members approve them, the two managing-director terms would continue until 29 October 2031 without remuneration except out-of-pocket expense reimbursements, while the non-executive director would remain liable to retire by rotation.