Transaction Details

  • Triggering Event: Acquirer entered into Share Purchase Agreement dated August 31, 2026 with TBZ promoters to acquire 4,94,59,775 equity shares (74.12% of voting capital) at maximum price of INR 209.00 per share
  • Open Offer Size: 1,72,70,845 equity shares representing 25.88% of voting share capital
  • Offer Price: INR 249.61 per equity share, determined as per Regulation 8(2) of SEBI (SAST) Regulations
  • Total Consideration: Up to INR 4,31,09,75,621.00 (assuming full acceptance)
  • Offer Type: Mandatory, unconditional, non-competing cash offer

Key Dates

  • Public Announcement Date: August 31, 2026
  • Detailed Public Statement Publication: September 7, 2026
  • Draft Letter of Offer Filing: September 15, 2026
  • Identified Date: October 9, 2026 (for determining shareholders)
  • Tendering Period: October 26, 2026 to November 6, 2026 (10 working days)
  • Payment Completion: By November 23, 2026 (within 10 working days of closure)

Financial Arrangements

  • Escrow Amount: INR 4,31,09,757.00 (1% of maximum consideration) deposited with Axis Bank
  • Bank Guarantee: INR 1,07,77,43,906.00 (25% of maximum consideration) from Axis Bank
  • Financial Resources: Acquirer certified to have adequate financial capability through cash and cash equivalents

Regulatory Approvals Required

  • CCI Approval: Competition Commission of India approval for underlying transaction
  • Lenders' Approval: Approval from identified lenders (State Bank of India, Union Bank of India, Central Bank of India, Kotak Mahindra Bank, IndusInd Bank, Federal Bank)
  • RBI Approvals: Required for non-resident shareholders to tender shares

Shareholding Impact

  • Pre-Offer Public Holding: 25.88% (1,72,70,845 shares)
  • Post-Transaction Holding: Acquirer will hold 100% if full acceptance occurs
  • Minimum Public Shareholding: Acquirer committed to maintain minimum 25% public shareholding as required under SEBI LODR Regulations

Target Company Details

  • Total Shares: 6,67,30,620 equity shares of INR 10 face value
  • Current Promoters: Shrikant Gopaldas Zaveri (50.06%), Bindu Shrikant Zaveri (5.24%), Binaisha Shrikant Zaveri (7.92%), Raashi Shrikant Zaveri (6.85%), and promoter group entities (4.04%)
  • Listing: BSE and NSE with ISIN INE760L01018
  • Financials (Consolidated FY2026): Revenue INR 3,202.95 crore, Profit INR 202.31 crore, Net Worth INR 838.15 crore

Acquirer Details

  • GRT Jewellers: Private company with 68 jewellery showrooms across South India and Singapore
  • Financials (Consolidated FY2026): Revenue INR 4,314.72 crore, Profit INR 198.24 crore, Net Worth INR 696.90 crore
  • Shareholding: Controlled by Govindarajulu Rajendran family (97.87%)

Conditions and Withdrawal Provisions

The offer may be withdrawn if:

  • Statutory approvals (CCI, Lenders') are not received or finally refused
  • Identified SPA conditions are not met for reasons outside Acquirer's control
  • Termination events occur under Share Purchase Agreement
  • SEBI merits withdrawal in certain circumstances

Tax Implications

  • Resident Shareholders: Subject to capital gains tax (12.5% for long-term, 20% for short-term) with securities transaction tax applicable
  • Non-Resident Shareholders: Subject to Indian tax laws and applicable DTAA provisions
  • TDS: Not required for resident shareholders; complex provisions for non-residents

Settlement Procedure

  • Offer will be implemented through stock exchange mechanism (BSE as designated exchange)
  • Physical share tendering permitted as per SEBI circular
  • Settlement through clearing corporation with direct payout to shareholders

Risk Factors

  • Subject to receipt of statutory approvals
  • Equity shares tendered will be locked until settlement completion
  • Market price fluctuations during offer period
  • Tax implications for shareholders
  • Potential delays in approval process

Documents for Inspection

Public shareholders can inspect SPA, financial statements, certificates, and regulatory documents at Acquirer's office or electronically during tendering period.