Date and Type of Meeting

The postal ballot process involves remote e-voting without a physical meeting. The cut-off date for determining shareholder eligibility is Friday, 30th October, 2026. The e-voting period commences on Saturday, 7th November, 2026 at 9:00 A.M. IST and concludes on Sunday, 6th December, 2026 at 5:00 P.M. IST.

Summary of Proposed Resolutions and Implications

The notice contains three resolutions for shareholder approval:

Resolution 1 (Special Resolution): Appointment of Mr. Govindarajulu Rajendran (DIN: 02063138) as a Non-Executive Director of the Company, notwithstanding his age of 84 years (above the 75-year limit specified in Regulation 17(1A) of Listing Regulations). His appointment requires a special resolution due to his age.

Resolution 2 (Ordinary Resolution): Appointment of Mr. Govindarajulu Rajendran Ananthapadmanabhan (DIN: 01485010) as a Managing Director for a period of 5 years from 30th October, 2026 to 29th October, 2031, without any remuneration (excluding out-of-pocket expense reimbursements).

Resolution 3 (Ordinary Resolution): Appointment of Mr. Govindarajulu Rajendran Radhakrishnan (DIN: 01711654) as a Managing Director for a period of 5 years from 30th October, 2026 to 29th October, 2031, without any remuneration (excluding out-of-pocket expense reimbursements).

These appointments result from the completion of a transaction where GRT Jewellers (India) Private Limited acquired 4,94,59,775 equity shares (74.12% of paid-up equity share capital) from the previous promoters on 30th October, 2026.

Voting Process and Methods

The voting will be conducted exclusively through remote e-voting facility provided by KFin Technologies Limited (Kfintech), the company's Registrar and Share Transfer Agents. The company is sending this notice only through electronic mode to shareholders whose email addresses are registered with the Company/Depositories as of the cut-off date.

Shareholders can vote through multiple channels:

  • Through NSDL using IDeAS facility or evoting.nsdl.com
  • Through CDSL using Easi/Easiest facility or web.cdslindia.com
  • Directly through Kfintech's platform at https://evoting.kfintech.com/
  • Through respective Depository Participants

Key Voting Details

  • Voting rights will be reckoned based on paid-up value of shares registered as on Friday, 30th October, 2026
  • Shareholders can vote partially FOR and partially AGAINST, but total cannot exceed their shareholding
  • The e-voting module will be disabled after 5:00 P.M. IST on 6th December, 2026
  • Results will be deemed passed on the last date of e-voting (6th December, 2026)
  • Results will be announced on or before Monday, 7th December, 2026

Scrutinizer's Role

Mr. Pramod S. Shah (M. No. FCS 334), Partner of Pramod S. Shah & Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman after the conclusion of e-voting.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Section 108, 110 and other applicable provisions of the Companies Act, 2013
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Secretarial Standards on General Meetings (SS-2) issued by ICSI
  • Various MCA Circulars including General Circular No. 03/2025 dated 22nd September, 2025
  • Regulation 44 of SEBI Listing Regulations
  • SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 last updated on 30th January, 2026

Signatories and Company Details

The notice is signed by Arpit Maheshwari, Company Secretary (ACS: 42396) on behalf of Tribhovandas Bhimji Zaveri Limited.

Company CIN: L27205MH2007PLC172598

Additional Information

The explanatory statement reveals that the director appointments are consequent to GRT Jewellers (India) Private Limited acquiring controlling stake in the company. Mr. Govindarajulu Rajendran is the founder of GRT Jewellers with over 60 years of experience in the jewellery sector. The two managing directors are his sons and have over 33 years of experience each across various sectors including jewellery retail.

The notice is available on the company's website (www.tbztheoriginal.com), stock exchange websites (BSE and NSE), and Kfintech's website (www.kfintech.com).