Shares of Tribhovandas Bhimji Zaveri Ltd (TBZ) extended their sharp rally on Tuesday, hitting a fresh 52-week high after Chennai-based GRT Jewellers India Pvt Ltd moved to acquire a controlling stake in the Mumbai-based jewellery retailer. TBZ shares jumped 4.99% to hit the upper circuit at ₹545.70 on the BSE, marking a second straight session of gains. The stock had closed at the ₹519.75 upper circuit on Monday.
The latest rally follows GRT Jewellers' agreement to acquire a 74.12% stake in TBZ from its existing promoters for up to ₹1,033.71 crore in an all-cash transaction. The proposed change in control has also triggered a mandatory open offer for TBZ’s public shareholders.
According to TBZ’s regulatory filing, the company has received the detailed public statement issued by Axis Capital which is acting on behalf of GRT Jewellers in connection with the open offer.
The open offer covers up to 17.27bn (billion) fully paid-up equity shares, representing 25.88% of TBZ’s voting share capital.
The proposed transaction marks a major turning point for TBZ, a jewellery business that traces its origins to Mumbai’s Zaveri Bazaar in 1864 and has remained under family ownership for more than 160 years.
GRT Seeks Control of Legacy Jewellery Brand
GRT’s acquisition will give the Chennai-based retailer control of a jewellery brand with 37 stores spread across 28 cities, with a significant presence in Maharashtra and Gujarat.
The transaction is subject to regulatory approvals and other customary closing conditions. Once completed, GRT will also have to proceed with the open offer in accordance with the takeover regulations of the Securities and Exchange Board of India (SEBI).
For public shareholders, the offer provides an opportunity to exit following the change in control.
The acquisition also brings together two jewellery retailers with strong but geographically different footprints. GRT has a substantial presence in southern India, operating 68 stores across India and one outlet in Singapore, while TBZ has its strongest presence in western India.
GRT said the acquisition is part of its strategy to build a meaningful pan-India presence.
GR ‘Ananth’ Ananthapadmanabhan, managing director (MD) of GRT Jewellers, described the transaction as an opportunity to take forward TBZ’s legacy while expanding GRT’s footprint.
GRT's MD GR Radhakrishnan said the acquisition would combine TBZ’s heritage, customer relationships and merchandise portfolio with GRT’s retail capabilities and growth-oriented approach.
For the Zaveri family, the transaction represents the end of a long chapter. TBZ chairman and managing director (CMD) Shrikant Zaveri said the business, which began as a single storefront, had grown to 37 locations over five generations.
Stock Has Gained More Than 190% in a Year
The market's reaction has been particularly strong given TBZ's relatively modest trading liquidity. The stock has risen sharply over the past year, moving from its 52-week low of ₹110.95 to Tuesday's high of ₹545.70. BSE data shows that the shares have gained more than 190% over the past year.
The latest move, however, has been driven by the proposed change in ownership and the implications of the open offer, rather than by the company's operating performance alone.
The sharp rise also highlights an important feature of thinly traded stocks: the prevailing market price does not necessarily indicate that a large block of shares could be sold at the same price.
A promoter looking to dispose of a controlling stake through the open market could face substantial selling pressure and a steep decline in the share price. A negotiated block transaction with a strategic buyer, therefore, allows the promoters to transfer control without flooding the market with shares.
A 162-year-old Brand That Struggled To Scale
TBZ has built a strong legacy since Bhimji Zaveri started the business in Zaveri Bazaar in 1864. Over the decades, the company expanded its retail network and developed a brand associated with gold, diamonds and bridal jewellery.
But its expansion has been slower than the ambitions it laid out when it entered the capital markets.
When TBZ went public in 2012, it had outlined plans for an aggressive expansion of its showroom network. The company had aimed to reach 57 stores within three years. More than a decade later, its network stands at 37 stores.
According to industry experts, jewellery retail requires substantial capital because retailers must maintain expensive inventories of gold, diamonds and other precious jewellery. Expanding a store network, therefore, involves much more than paying for additional retail space and staff. Every new outlet requires a significant investment in inventory and working capital.
TBZ has also maintained an integrated operating model, with manufacturing capabilities, skilled artisans and a vendor network supporting its retail operations. While the company has used a combination of company-owned and franchise-operated outlets, inventory remains a major consumer of capital. Rising gold prices have added to that requirement.
Revenue Has Grown, but Volumes Tell a Different Story
TBZ's financial performance has improved significantly over the past few years. Its revenue has grown at a compound annual growth rate of about 12% over the last five years to ₹3,202 crore. Its earnings before interest, taxes, depreciation and amortisation (EBITDA) have increased fivefold to ₹358 crore, while net profit has risen 12-fold to ₹200 crore over the same period.
However, the headline growth numbers need to be viewed alongside sales volumes. A substantial part of the increase in revenue has come from higher gold prices rather than a corresponding increase in the quantity of jewellery sold.
Gold sales volumes declined from 3,424kg to 2,249kg over the past three years. Diamond sales volumes also fell from 47,371 carats to 39,031 carats.
In other words, TBZ has been generating significantly higher revenue and profits without seeing a comparable increase in physical sales volumes.
Its business is also heavily exposed to wedding and occasion-led jewellery purchases, which account for roughly 65% of revenues. This gives the brand a strong position in a structurally important jewellery segment, but also makes inventory management, customer acquisition and store productivity critical to future growth.
For GRT, the deal offers a way to accelerate its national expansion by acquiring an established brand and an existing store network instead of building a pan-India presence from scratch.
GRT already operates 68 stores in India and one in Singapore, has more than 12,000 employees and around 650,000sqft of retail space. It also has an established e-commerce operation and brands such as Oriana and Silvana catering to different jewellery segments.
Adding TBZ's 37 stores could significantly broaden GRT's geographical reach, particularly in western India.
For TBZ, the transaction could provide access to a larger retail platform and management resources at a time when scaling the business independently has proved challenging.
The immediate beneficiaries in the stock market have been TBZ's shareholders, with the stock hitting ₹545.70 and extending a rally that has already taken it more than fourfold above its 52-week low.
