Tribhovandas Bhimji Zaveri Limited becomes GRT subsidiary

Tribhovandas Bhimji Zaveri Limited became a subsidiary of GRT Jewellers (India) Private Limited on October 30, 2026, after 4,94,59,775 equity shares, representing 74.12% of its fully diluted paid-up equity capital, were transferred. The transaction ended the sellers’ ownership and control, and TBZ appointed two managing directors for five-year terms.

When did TBZ become a GRT subsidiary?

TBZ became a subsidiary of GRT Jewellers on October 30, 2026, the closing date under the share purchase agreement signed on August 31, 2026. TBZ’s board recorded that the sellers transferred all 4,94,59,775 sale shares to GRT Jewellers on that date, resulting in GRT Jewellers acquiring control of TBZ.

The board met from 2:00 p.m. to 2:30 p.m. on October 30, 2026, to take the sale and the resulting change in control on record. It noted that the sellers had ceased to be shareholders, ceased to control TBZ and ceased to be members of its promoter and promoter group from the closing date.

TBZ said it became a subsidiary immediately upon the transfer of the 74.12% stake. Before the closing, the sellers were members of the promoter and promoter group, while GRT Jewellers was not part of that group; after the closing, the sellers held no TBZ equity shares and GRT Jewellers held the transferred stake.

What stake did GRT Jewellers acquire in TBZ?

GRT Jewellers acquired 4,94,59,775 TBZ equity shares, representing 74.12% of TBZ’s total paid-up equity share capital on a fully diluted basis. The shares were acquired from 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 October 30, 2026 closing completed the ownership transfer contemplated by the August 31, 2026 share purchase agreement. The sellers’ collective holding changed from the 74.12% represented by the sale shares before closing to no equity shares after closing, while control changed from the sellers to GRT Jewellers.

The sellers and GRT Jewellers also executed an amendment agreement on October 30, 2026. TBZ was not a party to either the original agreement or the amendment, which converted certain conditions precedent into post-completion obligations; the filing said it imposed no additional restrictions or qualifications on TBZ beyond those already disclosed.

Which TBZ promoter leaders resigned after the transfer?

Three TBZ executive leaders resigned effective at the close of the October 30, 2026 board meeting. Shrikant Gopaldas Zaveri resigned as managing director, while Binaisha Shrikant Zaveri and Raashi Shrikant Zaveri resigned as whole-time directors.

Each of the three ceased to be a key managerial personnel of TBZ and a member of all TBZ committees from the close of that board meeting. The sellers were also de-classified from TBZ’s promoter and promoter group category with effect from October 30, 2026, under Regulation 31A(10) of the Securities and Exchange Board of India Listing Regulations.

The agreement amendment addressed conditions that had applied to the sale closing, including release of personal guarantees given by Shrikant Gopaldas Zaveri, Binaisha Shrikant Zaveri and Raashi Shrikant Zaveri to TBZ lenders and their security trustee. It also covered the release of a mortgage over certain immovable property of Shrikant Gopaldas Zaveri, created in connection with credit facilities used by TBZ.

TBZ separately approved an employment agreement with Binaisha Shrikant Zaveri and a consultancy agreement with Raashi Shrikant Zaveri. The two arrangements cover certain transitional services on agreed terms and for agreed periods, allowing specified support after their October 30, 2026 board resignations.

Who will lead TBZ after GRT Jewellers took control?

TBZ appointed Govindarajulu Rajendran Ananthapadmanabhan and Govindarajulu Rajendran Radhakrishnan as additional executive directors and managing directors from October 30, 2026. Each managing director appointment runs for five years, from October 30, 2026 to October 29, 2031, subject to shareholder approval and retirement by rotation.

The board also recommended Govindarajulu Rajendran as a non-executive director, subject to shareholder approval, noting that he has attained 75 years of age. TBZ additionally appointed K N Jeethendra Babu as senior management personnel, designated deputy chief executive officer.

The appointments replace the single managing director structure disclosed before the closing with two incoming managing directors. The board’s appointments of the two managing directors and the additional executive director roles remain subject to shareholder approval, and TBZ said it would communicate the postal-ballot notice, timetable and related details in due course.

How did TBZ change its board committees?

TBZ reconstituted four board committees on October 30, 2026 and dissolved its Special Committee with immediate effect. Govindarajulu Rajendran Ananthapadmanabhan joined the Audit Committee, alongside independent directors Sudha Navandar as chairperson, Ramesh Chandak and Preeti Sadarangani.

The Stakeholders’ Relationship Committee was reconstituted with Preeti Sadarangani as independent chairperson and the two new managing directors as members. This committee therefore moved to a three-member structure comprising one independent director and both incoming managing directors.

The Nomination and Remuneration Committee retained Sudha Navandar as chairperson, with Ramesh Chandak and Preeti Sadarangani as members, all identified as independent directors. In contrast, the Corporate Social Responsibility Committee is chaired by Govindarajulu Rajendran Radhakrishnan and includes Sudha Navandar and Govindarajulu Rajendran Ananthapadmanabhan.

The Special Committee was dissolved on October 30, 2026, the same date as the ownership closing and board changes. The revised committee arrangements put both incoming managing directors on the Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee, while independent directors chair the Audit and Nomination and Remuneration committees.

Conclusion

The October 30, 2026 transaction made TBZ a GRT Jewellers subsidiary through the transfer of 74.12% of its fully diluted equity capital, or 4,94,59,775 shares. It brought a complete ownership and control exit by the sellers, the departure of TBZ’s managing director and two whole-time directors, new executive leadership and changes to four board committees.

The next disclosed step is shareholder consideration of the director appointments, including the two five-year managing director terms ending October 29, 2031 and the proposed non-executive director appointment. TBZ has said it will issue a postal-ballot notice with the approval timetable and other required details in due course.