GRT Jewellers to acquire 74.12% of TBZ; launches ₹431 crore open offer
GRT Jewellers has signed an SPA to acquire promoter-held control of Tribhovandas Bhimji Zaveri (TBZ) for up to ₹1,033.71 crore. The deal, pending CCI and lender approvals, includes an open offer for 25.88% of TBZ at ₹249.61 a share and would add TBZ’s 37-store network to GRT.
What happened
Tribhovandas Bhimji Zaveri (TBZ) · GRT Jewellers plans to acquire promoter-held control of TBZ and has launched a Rs 431.09 crore open offer for 25.88% of
Key facts
- GRT will acquire 74.12% of TBZ voting share capital through an SPA
- SPA covers 4,94,59,775 shares
- Maximum SPA price: Rs 209 per share
- Maximum SPA consideration: Rs 1,033.71 crore
- Open offer for up to 1,72,70,845 shares
- Open-offer stake: 25.88%
- Open-offer price: Rs 249.61 per share
- Maximum open-offer size: Rs 431.09 crore
- TBZ closing price: Rs 304.40
- Offer price is 18% below prevailing price
- TBZ operates 37 locations
- TBZ has a 162-year heritage
Why this matters
This transaction illustrates how acquiring a controlling promoter stake followed by a mandatory open offer can rapidly secure scale in India’s fragmented jewellery market, subject to CCI and lender clearances.
What to watch
- CCI approval timing and any conditions attached to the transaction.
- Lender approvals, debt covenants, refinancing needs and pledged-share disclosures.
- Open-offer subscription level and resulting public float.
- TBZ same-store sales growth, gross margin, inventory days and operating cash flow after announcement.
- Gold-price direction, consumer demand during wedding/festive seasons and competitive promotional intensity.
- Store closures, refurbishments, new openings, senior-management changes and employee retention.
- Evidence of procurement savings or working-capital improvement in the first two reporting periods after closing.
- Seek CCI clearance and lender/no-objection approvals for the change in control.
- Launch and complete the mandatory open offer at ₹249.61 per share, with final public shareholding determining delisting and minority-shareholder dynamics.
- Conduct store-by-store profitability, lease, inventory-ageing and catchment reviews across TBZ's 37 locations.
- Integrate gold sourcing, hedging, inventory planning, vendor terms, digital commerce and loyalty systems to improve working-capital efficiency.
- Decide whether TBZ remains a distinct heritage brand, is repositioned toward premium bridal demand, or is selectively co-branded with GRT.
- Prioritise refurbishment and expansion in high-return western and southern urban markets while rationalising underperforming locations.