Promoters sell and transfer 74.12% stake to GRT Jewellers; board re-constituted, Managing Director resigns
Control of the company has changed hands.
By ScoutQuest · · 3 min read
- Shares Transferred
- ~4.95 crore equity shares
- Stake Transferred (% of fully diluted capital)
- 74.12% of the total paid-up equity share capital on a fully diluted basis
- Transfer Completion Date
- October 30, 2026
Ownership change completed
- On October 30, 2026 the sellers sold and transferred ~4.95 crore equity shares, being 74.12% of the total paid-up equity share capital on a fully diluted basis, to GRT Jewellers (India) Private Limited.
- The sellers were Mr. Shrikant Gopaldas Zaveri, Mrs. Bindu Shrikant Zaveri, Ms. Binaisha Shrikant Zaveri, Ms. Raashi Shrikant Zaveri, Tribhovandas Bhimji Zaveri (TBZ) Private Limited and Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited.
- With the transfer, the company became a subsidiary of the acquirer with effect from October 30, 2026.
- The sellers now hold no equity shares, have ceased to be in control and have been de-classified from the promoter and promoter group with effect from October 30, 2026.
- The company was not a party to the share purchase agreement dated August 31, 2026 or to the amendment agreement, and the transaction is stated not to be a related party transaction. No shares were issued as part of it.
What the amendment changed
The share purchase agreement made completion conditional on the full release, before a long stop date, of personal guarantees furnished by Mr. Shrikant Gopaldas Zaveri, Ms. Binaisha Shrikant Zaveri and Ms. Raashi Shrikant Zaveri in favour of the company's lenders and their security trustee, and of a mortgage over certain immovable property of Mr. Shrikant Gopaldas Zaveri, all linked to credit facilities availed by the company.
- An amendment agreement dated October 30, 2026 converted these conditions precedent into conditions subsequent, to be fulfilled by the acquirer, or by the company with the acquirer ensuring fulfilment within agreed timelines.
- The acquirer has agreed to procure that the company will protect these identified sellers for any costs incurred by them in relation to any enforcement action against them.
- The amendment does not change the number of equity shares transferred under the agreement.
Board and management reshuffle
- Mr. Shrikant Gopaldas Zaveri resigned as Managing Director with effect from the close of the board meeting on October 30, 2026 and ceased to be key managerial personnel and a member of all committees.
- Ms. Binaisha Shrikant Zaveri and Ms. Raashi Shrikant Zaveri resigned as Whole-Time Directors with effect from the same time, with the same consequences.
- Mr. Govindarajulu Rajendran Ananthapadmanabhan and Mr. Govindarajulu Rajendran Radhakrishnan were appointed Additional Directors (Executive Directors) with effect from October 30, 2026, and as Managing Directors for 5 years, from October 30, 2026 to October 29, 2031, liable to retire by rotation. These appointments are subject to shareholder approval.
- Mr. Govindarajulu Rajendran, who has attained the age of 75 years, has been recommended for appointment as a Non-Executive Director, subject to shareholder approval.
- Mr. K N Jeethendra Babu has been appointed Senior Management Personnel designated Dy. CEO.
- Shareholder approval will be sought through a postal ballot; the notice with timelines will be communicated separately.
- The board also approved an employment agreement with Ms. Binaisha Shrikant Zaveri and a consultancy agreement with Ms. Raashi Shrikant Zaveri for transitional services on agreed terms and period.
Committee re-constitution
- Audit Committee: Mrs. Sudha Navandar (Chairperson), Mr. Ramesh Chandak and Ms. Preeti Sadarangani as independent directors, with Mr. Govindarajulu Rajendran Ananthapadmanabhan as a member.
- Stakeholders' Relationship Committee: Ms. Preeti Sadarangani (Chairperson), with both Managing Directors as members.
- Nomination and Remuneration Committee: Mrs. Sudha Navandar (Chairperson), Mr. Ramesh Chandak and Ms. Preeti Sadarangani.
- Corporate Social Responsibility Committee: Mr. Govindarajulu Rajendran Radhakrishnan (Chairperson), Mrs. Sudha Navandar and Mr. Govindarajulu Rajendran Ananthapadmanabhan.
- The Special Committee of the board was dissolved with immediate effect on October 30, 2026.
What it means for shareholders
This is the completion of a change of control rather than a routine board update. The entire erstwhile promoter holding has moved to a new owner, the board and key committees have been re-fashioned around the acquirer's nominees, and a new Managing Director pair has been named. The release of the personal guarantees and mortgage has moved to after completion, with the acquirer responsible for getting it done. The new directors' appointments still need shareholder approval.
Also from Tribhovandas Bhimji Zaveri
Promoter and promoter group sell ~4.95 crore shares, 74.12% of paid-up equity, off-market
30 Oct 2026
Tribhovandas Bhimji Zaveri Ltd: promoter reports a transaction via share purchase agreement
30 Oct 2026
Acquirer completes purchase of 74.12% stake, becomes promoter; sellers cease to be promoter group
30 Oct 2026
More numbers
- Equity shares sold and transferred by the sellers4,94,59,775 equity shares
- Stake sold as % of total paid-up equity share capital74.12%
- Term of the two Managing Directors5 years
- Age attained by the recommended Non-Executive Director75 years
- Experience of the recommended Non-Executive Directorover 60 years
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