TABLE OF CONTENTS  

01   A 162-Year-Old Legend Changes Hands

02   Market Snapshot

03   Growth Story: Turnaround to Record Year

04   Management Commentary

05   Shareholding & Holding Pattern

06   Peer Comparison

07   Order Book, Network & Store Footprint

08   Capacity Expansion & Manufacturing

09   Outlook & Key Risks

❖  01   A 162-Year-Old Zaveri Bazaar Legend Changes Hands

For most of its history, Tribhovandas Bhimji Zaveri Limited — better known to shoppers simply as TBZ — has been synonymous with one address: Zaveri Bazaar, Mumbai. Founded in 1864 and taken public in 2012, the company built a reputation on handcrafted gold and diamond jewellery, lifetime buyback promises and India's first fully hallmarked 24-karat gold ranges. On 31 August 2026, that century-and-a-half-old story took its most dramatic turn yet.

Chennai-based GRT Jewellers (India) Private Limited signed a share purchase agreement with the Zaveri promoter family to acquire roughly 74.12% of TBZ's equity for a consideration of up to ₹1,033.71 crore, at a capped price of ₹209 per share. The transaction automatically triggers a mandatory open offer under SEBI's takeover regulations for a further 25.88% of public shareholding, priced at ₹249.61 per share, potentially taking GRT's stake close to full ownership.

The market's verdict was immediate and emphatic: TBZ shares surged to their 20% upper-circuit limit, touching a fresh record high of ₹366.50, extending a six-month rally of roughly 149%. This report unpacks the deal, the underlying business momentum that made TBZ an attractive target, and what investors should watch as the ownership transition unfolds.

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❖  02   Market Snapshot

TBZ has been one of the standout small-cap movers of 2026. The stock has more than doubled over the past six months, powered first by a sharp turnaround in profitability and then by takeover speculation that culminated in the GRT announcement.

*Figures move intraday as the stock remains volatile around deal news; treat as directional rather than exact.

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❖  03   Growth Story: From Turnaround to Record Year

TBZ's FY26 (year ended March 2026) was, by the company's own account, the strongest in its history. Revenue from operations grew 22.23% for the full year, EBITDA more than doubled — up 103.42% — and profit after tax jumped 177.11%, pushing the company into a double-digit EBITDA margin for the first time ever.

◆ Quarterly Momentum

The Q1 FY27 print continued that trend: revenue rose 34.8% year-on-year to ₹840.97 crore and PAT climbed 56.9% to ₹32.85 crore, aided by robust Akshaya Tritiya demand, new collection launches and tighter cost control — even as a customs duty hike on gold from 6% to 15% pressured input costs across the industry. EBITDA nearly doubled year-on-year, with margins expanding by roughly 278 basis points.

Screener data pegs TBZ's revenue CAGR at around 19% against an industry median closer to 4–5%, suggesting the company has been steadily taking market share even before the GRT deal entered the picture.

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❖  04   Management Commentary

Outgoing and incoming leadership have both struck an upbeat tone, though for different reasons — one closing a five-generation family chapter, the other opening a pan-India growth chapter.

Chairman Shrikant Zaveri described FY26 as a defining year in TBZ's 161-year history, crediting the record performance to sharper consumer insight, distinctive design and disciplined execution rather than a boost from higher gold prices. He also pointed out that more than half of the year's store walk-ins came from new or previously lapsed customers, which he read as evidence the brand is winning over a younger shopper base.

“

We would rather add fewer, well-located, productive stores than chase scale.

— Binaisha Zaveri, Whole-time Director, TBZ

Whole-time Director Binaisha Zaveri credited FY26's improvement to better store-level execution, highlighting the two new flagship showrooms opened during the year in Ahmedabad and Hyderabad. She reiterated that network growth will stay deliberately calibrated, favouring fewer, well-located, productive stores over rapid multi-city expansion.

On the acquirer's side, GRT Jewellers' managing directors framed the deal as the realisation of a long-held pan-India ambition. G. R. Radhakrishnan called the acquisition transformative for GRT, while co-Managing Director G. R. 'Ananth' Ananthapadmanabhan said the deal fits squarely into GRT's strategy of building a presence across India and pledged to create value for TBZ's customers, employees, vendors and shareholders.

Shrikant Zaveri, reflecting on the handover, described the business as having grown across five generations from a single Zaveri Bazaar storefront into a nationwide network — and said he took pride in seeing that legacy step into its next phase under GRT's stewardship.

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❖  05   Shareholding & Holding Pattern

Pre-deal, TBZ's ownership was heavily promoter-controlled, with public and institutional investors holding a comparatively small float — a structure typical of India's family-run listed jewellers.

◆ What Changes Post-Deal

Under the share purchase agreement dated 31 August 2026, the entire Zaveri promoter stake of 74.12% moves to GRT Jewellers (India) Private Limited, which will also run a mandatory open offer for a further 25.88% from public shareholders at ₹249.61 apiece. If the open offer sees full acceptance, GRT could end up owning close to 100% of TBZ, and the outgoing Zaveri family — Shrikant, Binaisha and Raashi Zaveri — is expected to step down from the board, with strategic control passing entirely to GRT's nominee directors.

The deal remains conditional on customary closing steps, including Competition Commission of India (CCI) clearance and lenders' approval, and the final per-share consideration for the promoter leg carries a downward-adjustment clause tied to a post-signing audit, capped at ₹209 — with no provision for an upward revision.

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❖  06   Peer Comparison

TBZ sits within India's fast-consolidating organised jewellery retail space, alongside national chains such as Kalyan Jewellers and Titan's Tanishq, and fellow small/mid-cap regional players like P N Gadgil Jewellers, Senco Gold and Thangamayil Jewellery. On headline valuation, TBZ has historically traded at a discount to larger, more geographically diversified peers — one reason analysts see the GRT deal as value-accretive for a scaled acquirer.

Despite delivering one of the sector's sharpest earnings turnarounds — margin expansion, PAT growth in triple digits, and a revenue CAGR well above the industry median — TBZ continued to trade at a meaningfully lower P/E multiple than Titan, Kalyan and P N Gadgil. That valuation gap is precisely the arbitrage GRT appears to be pursuing: acquiring an established, hallmark-certified, pan-India-recognised brand at a price still below where larger organised peers trade.

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❖  07   Order Book, Network Strength & Store Footprint

As a retail jeweller rather than a project-execution business, TBZ does not report a conventional 'order book' in the industrial sense. The equivalent operating metrics are store count, city coverage, retail square footage and same-store sales — effectively TBZ's forward revenue visibility.

The network's growth has historically been deliberately slow: TBZ operated 28 stores in FY15 and only 37 stores roughly a decade later, expanding largely through high-quality, well-located flagship showrooms rather than rapid multi-city rollouts. Management has repeatedly framed this as a conscious choice — prioritising store-level returns and productivity over scale for its own sake — and FY27 guidance reiterates that stance, with the stated priority being to lift throughput at existing stores while ensuring any new openings ramp up profitably.

This is also where the GRT transaction changes the calculus. GRT brings a complementary South Indian retail network and manufacturing scale; combined with TBZ's Western and pan-India brand recall, the enlarged entity could pursue a materially faster store-addition cadence than TBZ has managed on a standalone basis over the past decade.

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❖  08   Capacity Expansion & Manufacturing

TBZ's integrated business model combines an in-house manufacturing facility with a network of skilled artisans and third-party vendors, allowing it to control design, craftsmanship and hallmarking quality across its collections — including newer launches such as the detachable 'Dohra' jewellery line and festive collections timed to Akshaya Tritiya and the wedding season.

● Manufacturing: Company-run production facility supporting proprietary design lines and certified 24-karat hallmarked gold jewellery.

● Product innovation: 8–10 new jewellery lines launched annually, spanning bridal, contemporary daily-wear and detachable/convertible formats.

● Leadership additions: Appointment of a new Head – Gold (Ramnath Soundararajan) to strengthen sourcing and category strategy heading into FY27.

● Network expansion: Calibrated addition of COCO flagship stores in high-quality catchments rather than mass rollouts.

● Post-deal potential: Access to GRT's larger manufacturing and sourcing scale could lower per-unit costs and accelerate new-store readiness.

For FY27, management's stated capital-allocation priority is productivity-led: improving revenue per existing store and ensuring new showrooms are return-accretive before committing to broader capacity build-out. Should the GRT transaction close, capacity plans will likely be revisited jointly, with the enlarged group's combined manufacturing footprint acting as a potential accelerant for faster, better-capitalised expansion.

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❖  09   Outlook & Key Risks

◆ What Could Drive TBZ Higher

● Successful integration with GRT could unlock cross-selling, sourcing efficiencies and faster store rollout across GRT's South Indian heartland plus TBZ's Western/pan-India footprint.

● Continuing double-digit EBITDA margins would mark a structural, not cyclical, improvement in profitability.

● Rising formalisation and premiumisation trends in Indian jewellery retail continue to favour organised, hallmark-certified players like TBZ over unorganised local jewellers.

● A widening base of new and returning customers — over half of FY26 walk-ins, per management — points to strengthening brand equity among younger buyers.

◆ Key Risks to Monitor

● Deal-completion risk: the transaction is subject to CCI approval, lenders' consent and a post-audit price-adjustment clause; delays or a lower final price could weigh on sentiment.

● Gold price and duty volatility: the customs duty hike from 6% to 15% has already pressured input costs; further increases could squeeze margins despite hedging efforts.

● Valuation froth: the stock's rapid ~149% six-month rally, much of it deal-driven, leaves limited room for disappointment if integration slips or growth normalises.

● Open-offer arbitrage: the ₹249.61 open-offer price sits below the post-announcement market price, meaning shareholders tendering may realise less than the prevailing quote — a dynamic that can add near-term volatility.

Taken together, TBZ's FY26–FY27 numbers show a company that had already engineered a genuine, execution-led turnaround well before deal speculation began. The GRT transaction adds a second, distinct catalyst — a capital and network infusion that could determine whether TBZ's next chapter looks more like a regional heritage brand, or a genuine national challenger to the Titans and Kalyans of Indian jewellery retail.

This report is for informational purposes only and does not constitute investment advice. Readers should consult a SEBI-registered financial adviser and review official company filings before making investment decisions.