TBZ2026-08-312026-08-31TBZ2026-08-31TBZ2026-08-312026-08-31PartiesOfTheAgreementDomain1TBZ2026-08-31PartiesOfTheAgreementDomain1TBZ2026-08-312026-08-31PartiesOfTheAgreementDomain2TBZ2026-08-31PartiesOfTheAgreementDomain2TBZ2026-08-312026-08-31PartiesOfTheAgreementDomain3TBZ2026-08-31PartiesOfTheAgreementDomain3TBZ2026-08-312026-08-31PartiesOfTheAgreementDomain4TBZ2026-08-31PartiesOfTheAgreementDomain4TBZ2026-08-312026-08-31PartiesOfTheAgreementDomain5TBZ2026-08-31PartiesOfTheAgreementDomain5TBZ2026-08-312026-08-31PartiesOfTheAgreementDomain6TBZ2026-08-31PartiesOfTheAgreementDomain6TBZ2026-08-312026-08-31PartiesOfTheAgreementDomain7TBZ2026-08-31PartiesOfTheAgreementDomain7xbrli:purexbrli:sharesiso4217:INRxbrli:sharesTBZTribhovandas Bhimji Zaveri LimitedNewOthersShare Purchase AgreementExecution of agreementPromoters of the listed entity,Promoter Group entities of the listed entity,Third Partyfalse2026-08-3116:59:00false2026-08-31Pursuant to the provisions of Regulations 30 and 30A of the SEBI LODR Regulations, this is to kindly inform you that Tribhovandas Bhimji Zaveri Limited (“Company”) has received an intimation from its promoter and members of promoter group that: (a) Mr. Shrikant Gopaldas Zaveri, Mrs. Bindu Shrikant Zaveri, Mrs. Binaisha Shrikant Zaveri, Mrs. Raashi Shrikant Zaveri, Tribhovandas Bhimji Zaveri (TBZ) Private Limited and Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited (together, the “Sellers”), have entered into a share purchase agreement dated August 31, 2026 (“SPA”) with GRT Jewellers (India) Private Limited (“Acquirer”), pursuant to which the Sellers have agreed to sell to the Acquirer 4,94,59,775 equity shares held by the Sellers (in aggregate) in the Company, constituting 74.12% of the total issued and paid-up equity share capital of the Company, as per terms set out in the SPA including subject to the receipt of necessary regulatory approval and completion of conditions precedent therein (“Transaction”); (b) Upon completion of the Transaction as per the terms set out in the SPA, the Acquirer will acquire sole control of the Company. Further, the Sellers will cease to hold any equity shares in the Company and will be de-classified from the category of members of the promoter/ promoter group of the Company in accordance with applicable law upon completion of the Transaction as per the terms set out in the SPA; and (c) Pursuant to the execution of the SPA, the Acquirer is required to make a mandatory open offer to the eligible public shareholders of the Company in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.falseCompany is not a party to the SPA. The Promoters and members of Promoter Group have agreed sell their entire shareholding in the Comoany.Upon consummation of the Transaction, the Acquirer will acquire sole control of the Company and accordingly the Company will become a subsidiary of the Acquirer and the Sellers will cease to be in control of the Company. The Sellers will no longer be shareholders of the Company and will not hold any equity shares in the Company. The Sellers will accordingly be de-classified from the category of members of the promoter/ promoter group of the Company in accordance with Regulation 31A(10) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.7Shrikant Gopaldas ZaveriParty entering into the agreementYes334022750.5006truePromoterBindu Shrikant ZaveriParty entering into the agreementYes35000000.0524truePromoterBinaisha Shrikant ZaveriParty entering into the agreementYes52850000.0792truePromoterRaashi Shrikant ZaveriParty entering into the agreementYes45725000.0685truePromoterTribhovandas Bhimji Zaveri (TBZ) Private LimitedParty entering into the agreementYes13500000.0202truePromoter GroupTribhovandas Bhimji Zaveri Jewellers (Mumbai) Private LimitedParty entering into the agreementYes13500000.0202truePromoter GroupGRT Jewellers (India) Private LimitedCounterparties to the agreementNo00falsefalse2026-08-31The SPA inter alia records the terms and conditions on which the Sellers have agreed to sell in aggregate 4,94,59,775 equity shares of the Company (“Sale Shares”) constituting 74.12% of the total issued and paid-up equity share capital of the Company to the Acquirer and the Acquirer has agreed to acquire the Sale Shares from the Sellers subject to the receipt of necessary regulatory approval and completion of conditions precedent therein (“Transaction”).Pursuant to the execution of the SPA, the Sellers propose to sell their entire shareholding in the Company, i.e. the Sale Shares, constituting approximately 74.12% of the total paid-up equity share capital of the Company to the Acquirer at a per share price of not more than INR 209 (Indian Rupees Two Hundred Nine only) (“Sale Price”) in accordance with the terms of the SPA. Pursuant to the execution of the SPA, the Acquirer is required to make a mandatory open offer to the public shareholders of the Company (“Open Offer”) in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. The Sale Price may be subject to certain downward adjustments (if any) based on an audit to be conducted by the Acquirer. The Sale Price will not be adjusted upwards. The SPA also sets forth the terms and conditions agreed between the Sellers and the Acquirer, and their respective rights and obligations in connection with the sale and purchase of the Sale Shares. The consummation of the purchase of the Sale Shares by the Acquirer under the SPA (“Closing”) is subject to the satisfaction of certain conditions precedent under the SPA and receipt of regulatory approval. In addition, the SPA provides for certain customary interim obligations. inter alia relating to the Company requiring it to conduct its affairs in the ordinary course until the completion of the Transaction and obtaining Acquirer consent in case of certain actions. The SPA contains customary representations and warranties provided by the Sellers and corresponding indemnities covered by the warranty and indemnity insurance policy to be obtained pursuant to the SPA. The Sellers have agreed to certain non-compete and non-solicit obligations with respect to themselves for an identified period post-Closing under the SPA. No separate consideration is being paid to the Sellers for the non-compete and non-solicit obligation. Upon consummation of the Transaction under the SPA, the Acquirer will acquire sole control of the Company and the Sellers will cease to be in control of the Company. The Sellers will no longer be shareholders of the Company and will not hold any equity shares in the Company. The Sellers will accordingly be de-classified from being members of the promoter/ promoter group of the Company in accordance with Regulation 31A(10) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Upon completion of the Transaction under the SPA, the Acquirer shall have the right to appoint its nominee directors on the board of directors of the Company (“Board”). The following existing directors, namely, Mr. Shrikant Gopaldas Zaveri, Mrs. Binaisha Shrikant Zaveri and Mrs. Raashi Shrikant Zaveri shall resign from the Board. On completion of the Transaction, certain Sellers may enter into employment (non-key managerial personnel / non-senior managerial personnel) / consultancy arrangement with the Target Company to provide certain transitional services on agreed terms and period.trueEquity209Subject to certain circumstances (exceptions) set out in the SPA, for the period between the date of execution of SPA and completion of the Transaction, the Sellers have, inter-alia: (A) (a) undertaken to cause the Company to comply with applicable law in all material respects and maintain or renew any approvals required for undertaking the business; (b) agreed not to and ensure that the Company does not assign/ license the TBZ name except in certain circumstances (c) agreed not to and ensure that the Company updates and consults with the Acquirer in case of communication from regulatory authorities regarding the Transaction; and (d) agreed not to and ensure that the Company does not undertake certain filings with governmental authorities as identified in the SPA; and (B) agreed that they shall not and shall ensure that the Company does not undertake certain actions during the interim period without the prior written consent of the Acquirer except where such actions fall under certain agreed exceptions, carve-outs, or specified thresholds. These actions include (i) entering into new material contracts (other than in the ordinary course of business) beyond specified thresholds, (ii) making new capital commitment (other than as than in accordance with the Company’s existing policies, reinvestments of matured investments, investments in fixed and bank deposits, providing margin for hedging inventories or working capital requirements for inventory) beyond specified thresholds, (iii) assuming borrowings or providing guarantees (other than certain identified borrowings / securities) beyond specified thresholds, (iv) granting any loans beyond specified thresholds, (v) transferring or encumbering material assets (other than the sale of inventories in the course of business or creation of securities in favour of the lenders for permitted borrowings); (v) entering into or modifying related party transactions (other than as disclosed in the financial statements or below the specified threshold); (vi) appointing or terminating directors or key managerial personnel (except as a result of a voluntary resignation, death, superannuation, permanent ill health or disability); (vii) changing employee remuneration beyond annual increments or as required by law; (viii) initiating proceedings (other than in the ordinary course or for protecting the Company’s business) beyond specified thresholds; (ix) settling litigation where payment obligation exceeds specified thresholds; and (x) declaring dividends or distributions to the Sellers (except dividends declared prior to execution of the SPA or any payments to be made to the Sellers in their role as employees or directors of the Company).Upon completion of the Transaction under the SPA, Acquirer shall have the right to appoint its directors on the Board. The following existing directors, namely, Mr. Shrikant Gopaldas Zaveri, Mrs. Binaisha Shrikant Zaveri and Mrs. Raashi Shrikant Zaveri shall resign from the Board.