Offer Details
Offer Size: GRT Jewellers (India) Private Limited ("Acquirer") is making an open offer to acquire up to 1,72,70,845 fully paid-up equity shares of face value ₹10 each, representing 25.88% of the voting share capital of TBZ.
Offer Price: ₹249.61 per equity share
Total Consideration: Up to ₹4,31,09,75,621 (assuming full acceptance)
Payment Mode: Cash payment in accordance with Regulation 9(1)(a) of SEBI (SAST) Regulations
Offer Type: Triggered offer under Regulations 3(1) and 4 of SEBI (SAST) Regulations
Minimum Acceptance: Not conditional upon any minimum level of acceptance as per Regulation 19(1)
Transaction Triggering the Offer
Underlying Transaction: Acquirer entered into Share Purchase Agreement dated August 31, 2026 with Sellers to purchase 4,94,59,775 equity shares (74.12% of voting share capital) from TBZ promoters.
Purchase Price: ₹209.00 per share with maximum aggregate consideration of ₹10,337,092,975.00 (subject to downward adjustments)
Conditions Precedent: Transaction requires CCI Approval (Competition Commission of India) and Lenders' Approval from identified lenders including State Bank of India, Union Bank of India, Central Bank of India, Kotak Mahindra Bank Limited, IndusInd Bank Limited, and The Federal Bank Limited.
Control Transfer: Upon consummation, Acquirer will acquire control over TBZ and become the promoter, while current promoters will cease to be in control and will be de-classified from promoter category under Regulation 31A(10) of SEBI (LODR) Regulations.
Acquirer Details
GRT Jewellers (India) Private Limited: Registered office at 120, Royapettah High Road, Chennai, Tamil Nadu, India - 600017
Promoters: G Rajendran, G R Ananthapadmanabhan, G R Radhakrishnan (GRT Group)
Pre-transaction Shareholding: Nil shares (0%)
Post-transaction Shareholding (assuming no open offer acceptance): 4,94,59,775 equity shares (74.12%)
Post-transaction Shareholding (assuming full open offer acceptance): 6,67,30,620 equity shares (100%)
Public Shareholding Compliance: Acquirer will ensure TBZ maintains minimum 25% public shareholding as required under SCRR Rules 19(2) and 19A if public shareholding falls below required levels.
Selling Shareholders (Sellers)
The Sellers consist of current promoters and promoter group members:
- Shrikant Gopaldas Zaveri: 3,34,02,275 shares (50.06%)
- Bindu Shrikant Zaveri: 35,00,000 shares (5.24%)
- Binaisha Shrikant Zaveri: 52,85,000 shares (7.92%)
- Raashi Shrikant Zaveri: 45,72,500 shares (6.85%)
- Tribhovandas Bhimji Zaveri (TBZ) Private Limited: 13,50,000 shares (2.02%)
- Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited: 13,50,000 shares (2.02%)
Total Shares Sold: 4,94,59,775 shares (74.12%)
Post-transaction Holding: All sellers will hold nil shares (0%) after transaction completion
Target Company Details
Tribhovandas Bhimji Zaveri Limited
- Listed on: BSE (Scrip Code: 534369) and NSE (Symbol: TBZ)
- No partly paid-up shares, convertible securities, warrants, or depository receipts issued
Additional Details
Manager to Offer: Axis Capital Limited appointed as Manager under Regulation 14(1) of SEBI (SAST) Regulations
Detailed Public Statement: To be published in newspapers on or before September 7, 2026 (within 5 working days)
Publication Requirements: English national daily, Hindi national daily, regional language daily at registered office location (Mumbai), and regional language daily at exchange with maximum trading volume
Transaction Sequence: Underlying transaction may be completed prior to open offer completion subject to SEBI (SAST) Regulations compliance
Delisting Intention: Acquirer has no intention to delist TBZ pursuant to this open offer
Financial Arrangements: Acquirer has adequate financial resources and firm financial arrangements for financing the acquisition as required under Regulation 25(1)
Information Sources: Target company information compiled from publicly available sources, seller information provided by sellers themselves. Accuracy not independently verified by Acquirer or Manager.