TBZ promoters sell 74.12% stake to GRT Jewellers; MD, two directors quit

Tribhovandas Bhimji Zaveri Limited said in a filing with the National Stock Exchange on 30 October 2026 that its promoters have sold 74.12% of its equity shares to GRT Jewellers (India) Private Limited, making the jeweller a subsidiary of the buyer. The company's managing director and two whole-time directors resigned the same day, and the board appointed two new managing directors.

What Happened

The company said it had received an intimation from the sellers that they transferred 4,94,59,775 equity shares, equal to 74.12% of its paid-up equity share capital on a fully diluted basis, to GRT Jewellers (India) Private Limited on 30 October 2026. The sale followed a share purchase agreement dated 31 August 2026 between the promoter family, two promoter group companies and the buyer. The company said it was not a party to that agreement.

The company also said the sellers and the buyer signed an amendment agreement on 30 October 2026 that converts certain conditions precedent into post-completion obligations. The filing says the company was not a party to it either.

With the sale complete, the company said, the former promoters no longer hold any shares or control, and will be de-classified from the promoter and promoter group category from 30 October 2026 under Regulation 31A(10) of the SEBI Listing Regulations. The company became a subsidiary of the buyer from the same date.

At a board meeting held from 2:00 pm to 2:30 pm that day, the board took the following steps:

• It recommended one non-executive director for appointment, subject to shareholder approval.
• It appointed two additional directors as managing directors for five years, from 30 October 2026 to 29 October 2031, subject to shareholder approval.
• It appointed a deputy chief executive officer as senior management personnel.
• It took on record the resignations of its managing director and of two whole-time directors, effective from the close of the meeting.
• It reconstituted its Audit, Stakeholders' Relationship and Corporate Social Responsibility committees and dissolved its Special Committee.

The three resignation letters describe the departures as part of a "board reorganization consequent to the change in control". The filing says the board also approved an employment agreement with one outgoing director and a consultancy agreement with the other for transitional services.

What It Means

The filing records a change of control at a listed jewellery retailer. Shareholders will be asked to approve the new directors through a postal ballot, and the company said the notice and timelines will be communicated in due course.

The filing refers to the open offer documents made by the buyer, but the part of the filing provided does not set out the price paid or the terms of any open offer, so those details are not reported here. Investors can read the full filing on the National Stock Exchange's website.

Oquilia Data: Tribhovandas Bhimji Zaveri Ltd. (NSE: TBZ)

Closes adjusted for splits and bonuses; returns exclude dividends. Facts from NSE's files, not investment advice.

Source: Company filing on NSE