Tribhovandas Bhimji Zaveri Limited (NSE: TBZ, BSE: 534369)

Introduction

On 31 August 2026, Tribhovandas Bhimji Zaveri Limited (the “Target Company”) issued a public announcement regarding an open offer to its public shareholders. The offer is being made by GRT Jewellers (India) Private Limited (the “Acquirer”) and is managed by Axis Capital Limited.

Key Highlights of the Open Offer

Offer Structure

• Offer Size: Up to 1,72,70,845 fully‑paid equity shares (face value ₹10 each), representing 25.88 % of the voting share capital.
• Offer Price: ₹249.61 per share.
• Total Consideration (full acceptance): ₹4,31,09,75,621 (cash).
• Type of Offer: Triggered offer under SEBI (SAST) Regulations 3(1) & 4 (mandatory, not conditional on a minimum acceptance level).
• Payment Mode: Cash.

Underlying Transaction (Share Purchase Agreement)

• SPA Date: 31 August 2026.
• Shares Acquired from Sellers: 4,94,59,775 equity shares (≈ 74.12 % of voting share capital).
• Price per SPA Share: ₹209.00.
• Aggregate Consideration: Up to ₹10,337,092,975 (cash).
• Sellers: Members of the promoter group (Shrikant Gopaldas Zaveri, Bindu Shrikant Zaveri, etc.) who will cease to be promoters upon completion.

Post‑Transaction Shareholding (assuming no tendered shares)

• Acquirer’s Holding: 4,94,59,775 shares → 74.12 % of voting share capital.
• Public Shareholding: Remains at 25.88 % (the shares offered to public shareholders).

Regulatory & Compliance Aspects

• Regulatory Framework: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 (as amended).
• Approvals Required:
  • Competition Commission of India (CCI) approval.
  • Lenders’ approval (State Bank of India, Union Bank of India, Central Bank of India, Kotak Mahindra Bank, IndusInd Bank, Federal Bank).
• Public Disclosure: Detailed Public Statement (DPS) to be published in newspapers by 7 September 2026 as per Regulation 14(3).
• Minimum Public Shareholding: The Target Company must maintain at least 25 % public shareholding under SEBI (LODR) Regulations; the Acquirer has committed to ensure compliance if the threshold falls short post‑transaction.
• Delisting: The Acquirer does not intend to delist the Target Company.

Manager & Contact Details

• Manager to the Offer: Axis Capital Limited (SEBI Registration No. INM000012029).
• Contact: Devika Kanani, tbz.openoffer@axiscap.in.

Strategic Implications for Investors

• Control Shift: Upon completion, GRT Jewellers (India) Private Limited will acquire control of Tribhovandas Bhimji Zaveri Limited, becoming the new promoter.
• Cash Outflow: The Acquirer has arranged sufficient financial resources to meet the cash consideration for both the SPA and the open offer.
• No Minimum Acceptance: The offer will remain open regardless of the level of share tendering, reducing the risk of offer withdrawal.
• Regulatory Safeguards: The transaction is subject to multiple regulatory clearances, providing an additional layer of oversight.

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All figures are as stated in the public announcement dated 31 August 2026. No independent verification of the underlying data has been performed.