Tribhovandas Bhimji Zaveri Ltd

Promoter stake sale

• Promoters entered into a share purchase agreement with GRT Jewellers on August 31, 2026.
• Sellers to transfer their entire holding in Tribhovandas Bhimji Zaveri Limited to the Acquirer.
• Sale is subject to regulatory approvals.

Open offer launch

• Open offer to shareholders announced on August 31, 2026.
• Open offer documents disclosed to stock exchanges on receipt by the company.

Compliance status

• Company states compliance with SEBI Listing Regulations and materiality policy.
• No additional Regulation 30 disclosures identified at present.

Tribhovandas Bhimji Zaveri Limited trading window closure from 1 October 2026 till 48 hours after the declaration of unaudited standalone & consolidated financial results for the quarter and half-year ending 30 September 2026.

Offer overview

• Acquirer to buy up to 1,72,70,845 TBZ shares, 25.88% of voting capital.
• Offer price INR 249.61 per share; max value INR 4,31,09,75,621.
• Underlying SPA Sale Shares: 4,94,59,775 shares, 74.12% of TBZ voting capital.
• Acquirer: GRT Jewellers (India) Private Limited; TBZ promoters are Sellers.
• Regulatory approvals required: CCI and Lenders’ approvals; status pending.

Funding, approvals and timing

• Escrow: INR 4.31 crore; Bank Guarantee: INR 1,07,77,43,906; valid to 31 Dec 2026.
• Identified Date: 9 Oct 2026; Tendering period: 26 Oct–6 Nov 2026.
• Payment to public shareholders within 10 working days after tendering period closes.
• Public shareholding must stay above 25%; acquirer to ensure compliance.
• Open offer managed via NSE/BSE Acquisition Window; delisting not intended.

Open Offer Overview

• Acquirer: GRT Jewellers (India) Private Limited; no other PACs.
• Open Offer triggered under SEBI SAST after signing the SPA.
• Target: Tribhovandas Bhimji Zaveri Limited, a jewelry retailer.
• Post-transaction, Sellers cease control; Acquirer becomes promoter.

Offer Details

• Open Offer size: 1,72,70,845 shares, 25.88% of voting capital.
• Offer price: INR 249.61 per share; max consideration INR 4,31,09,75,621.
• Payment in cash.
• Offer period: opening 26 Oct 2026; closing 6 Nov 2026.
• Not conditional on minimum acceptance; not a competing offer.
• Regulatory approvals: CCI and Lenders' approvals; other approvals if applicable.
• No competing offer as of Draft LOF; price/size may revise before tendering.

Post-Offer Impact

• Acquirer to become promoter; Sellers de-classified as promoter.
• Public float to be maintained at least 25%.
• Acquirer does not intend to delist TBZ.
• Promoter ownership may reach 100% via SPA and Open Offer.

Key Dates & Timeline

• Public Announcement: 31 Aug 2026; Detailed DPS: 7 Sep 2026.
• Identified Date: 9 Oct 2026.
• Tendering period: 26 Oct 2026 to 6 Nov 2026.
• SEBI observations due by 7 Oct 2026.
• LOF dispatch by 16 Oct 2026.
• Independent directors' recommendation by 22 Oct 2026.
• Payment within 10 working days after tendering period.
• Post-open offer public announcement by 1 Dec 2026.

Independent Directors' Recommendation

• Committee of independent directors has published a recommendation to Public Shareholders.

Target Company Financial Highlights

• Revenue from operations (2026): INR 3,202.95 crore.
• Profit after tax (2026): INR 202.31 crore.
• Total equity / net worth: INR 838.15 crore.
• Earnings per share: INR 30.32.
• Book value per share: INR 125.60.

Instruments Rated

• Fund-based working capital (long-term/short-term): [ICRA]A- / [ICRA]A2+; Rating Watch with Positive Implications.
• Fund-based term loans: [ICRA]A-; Rating Watch with Positive Implications.

Rationale & Watch Status

• Promoter share sale to GRT Jewellers could make TBZ a GRT Group subsidiary.
• Acquisition may strengthen TBZ's business profile via group support.
• ICRA placed TBZ on Rating Watch awaiting clarity on management and financial backing.
• Consolidated view and due-diligence progress will influence final rating.

Financial Highlights

• FY2026 consolidated operating income Rs 3,203 crore; PAT Rs 202.3 crore.
• OPBDITA/OI 11.3%; PAT/OI 6.3%.
• Total outside liabilities/Tangible net worth 1.5x; Total debt/OPBDITA 2.5x; Interest cover 5.3x.

AGM Details

• Date, time, mode: 9 September 2026, 11:30 AM IST via VC/OAVM.
• Record date: 2 September 2026; on-record shareholders: 47,775.
• Remote e-voting: 6–8 September 2026; e-voting during AGM for attendees.
• Scrutinizer appointed; results declared with majority approval.

Financials & Dividend

• Resolution 1: Adopt standalone and consolidated financial statements; ordinary; approved.
• Resolution 2: Declare dividend of Rs 2.50 per equity share; ordinary; approved.

Directors' Matters

• Resolution 3: Reappoint Raashi Zaveri as Director by rotation; ordinary; approved with minimal dissent.
• Resolution 4: Approve payment of commission to non-executive directors; ordinary; approved.

Key AGM resolutions

• 19th AGM held on 9 September 2026 via VC.
• Adopted Audited Standalone and Consolidated Financial Statements for FY2025-26 with Boards and Statutory Auditors' reports.
• Declared dividend of Rs 2.50 per equity share for FY2025-26.
• Reappointed Raashi Zaveri as Director (retiring by rotation) subject to eligibility.
• Approved payment of Commission to Non-Executive Directors.
• Promoters entered into share sale with GRT Jewellers; open offer announced; subject to regulatory approvals.
• No qualifications in Statutory or Secretarial Auditor's reports for FY2025-26.

Offer overview

• Open offer by GRT Jewellers for 1,72,70,845 shares representing 25.88% voting capital.
• Tender price INR 249.61 per share; max Open Offer consideration INR 431.10 crore.

Acquirer and TBZ snapshot

• Acquirer: GRT Jewellers (India) Private Limited; part of GRT Group; promoters hold ~97.9%.
• TBZ: Tribhovandas Bhimji Zaveri Limited; listed on BSE/NSE; 6,67,30,620 fully paid shares; 100% voting.

Pricing & financing

• Offer price INR 249.61; max offer INR 431.10 crore; Escrow INR 4.31 crore; bank guarantee INR 107.77 crore.

Approvals & conditions

• Open offer subject to CCI and Lenders' approvals; TBZ must maintain 25% public shareholding.

Post-offer ownership

• Post-transaction TBZ becomes 100% owned by Acquirer; sellers de-classified from promoter group.

Timeline

• Timeline: PA 31 Aug; DPS 7 Sep; LOF by 16 Oct; Tendering 26 Oct–6 Nov.