General Updates

Date: September 15, 2026 BSE Limited National Stock Exchange of India The Corporate Relations Department, Limited Exchange Plaza, Bandra-Kurla 25th Floor, Phiroze Jeejeebhoy Towers, Complex, Bandra (East), Mumbai 400 051 Dalal Street, Symbol - TBZ Mumbai - 400 001 Stock Code – 534369 Dear Sir/Madam Re: Receipt of Draft Letter of Offer in relation to Open Offer Sub: Disclosure under Regulations 30 of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI LODR Regulations”). Further to our disclosures dated August 31, 2026 and September 7, 2026, we wish to inform you that Tribhovandas Bhimji Zaveri Limited (“Company”) has received a copy of the draft letter of offer dated September 15, 2026 (“DLOF”) issued by Axis Capital Limited for and on behalf of GRT Jewellers (India) Private Limited in connection with their open offer. A copy of the DLOF is enclosed herewith. You are kindly requested to take note of the above. Thanking You. Yours faithfully, For Tribhovandas Bhimji Zaveri Limited Arpit Maheshwari Company Secretary ACS:42396 Encl: as above DRAFT LETTER OF OFFER “THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION” The Letter of Offer (as defined below) will be sent to you as a Public Shareholder (as defined below) of Tribhovandas Bhimji Zaveri Limited. If you require any clarification about the action to be taken, you may consult your stockbroker or investment consultant or the Manager to the Offer (as defined below) or the Registrar to the Offer (as defined below). In case you have recently sold your Equity Shares (as defined below), please hand over the Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement (as defined below) and transfer deed to the member of stock exchange through whom the said sale was effected. GRT JEWELLERS (INDIA) PRIVATE LIMITED A private company incorporated under the Companies Act, 1956 Corporate Identification Number: U27310TN1992PTC023070 Registered office address: No. 138, Usman Road, T. Nagar, Chennai, Tamil Nadu, India – 600017 (Tel: 044-23461515, Website: www.grtjewels.com) (hereinafter referred to as the “Acquirer”) MAKES A CASH OFFER AT A PRICE OF INR 249.61 PER EQUITY SHARE (“OFFER PRICE”), TO ACQUIRE UP TO 1,72,70,845 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF INR 10.00 EACH (“OFFER SHARES”), REPRESENTING 25.88%* OF THE VOTING SHARE CAPITAL (AS DEFINED BELOW), IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED FROM TIME TO TIME (“SEBI (SAST) REGULATIONS”) FROM THE PUBLIC SHAREHOLDERS (“OPEN OFFER” OR “OFFER”) TRIBHOVANDAS BHIMJI ZAVERI LIMITED A listed public company incorporated under the Companies Act, 1956 Corporate Identification Number: L27205MH2007PLC172598 Registered office address: 241/43, Zaveri Bazar, Mumbai, Maharashtra, India – 400002 (Tel: 022-30735000 / 40465001, Fax: 022-30735088, Website: www.tbztheoriginal.com) (hereinafter referred to as the “Target Company”) *As per Regulation 7(1) of the SEBI (SAST) Regulations, the offer size for the Open Offer under Regulations 3(1) and 4 of the SEBI (SAST) Regulations should be at least 26.00% of the total Voting Share Capital. However, the offer size for the current Open Offer is 1,72,70,845 Equity Shares representing 25.88% of the total Voting Share Capital, being the total number and percentage of Equity Shares held by the Public Shareholders as on the date of this Draft Letter of Offer. 1. This Offer is being made pursuant to and in compliance with the provisions of Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations. 2. This Offer is not a conditional offer in terms of Regulation 19 of the SEBI (SAST) Regulations and is not subject to any minimum level of acceptance. 3. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. 4. Other than as set out in Part C (Statutory and Other Approvals) of Section VII (Terms and Conditions of the Offer), as on the date of this Draft Letter of Offer (as defined below), to the best of the knowledge of the Acquirer, there are no other statutory or other approvals required for the consummation of the Transaction (as defined below). In case any other statutory or other approvals become applicable and are required by the Acquirer at a later date before the closure of the Tendering Period (as defined below), this Open Offer shall be subject to receipt of such further approvals. Please refer to Part C (Statutory and Other Approvals) of Section VII (Terms and Conditions of the Offer) in relation to the details of the statutory and other approvals required to complete the Underlying Transaction (as defined below) and the acquisition of the Offer Shares that are validly tendered pursuant to the Open Offer, which are outside the reasonable control of the Acquirer, and the current status of such statutory and other approval(s).Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required in order to complete this Offer. 5. The Acquirer may withdraw the Offer in accordance with the conditions specified in Part C (Statutory and Other Approvals) of Section VII (Terms and Conditions of the Offer) of this Draft Letter of Offer. In the event of a withdrawal of the Offer, the Acquirer (through the Manager) shall, within 2 Working Days (as defined below) of such withdrawal, make a public announcement of such withdrawal, stating the grounds and reasons for the withdrawal, in the same newspapers in which the Detailed Public Statement (as defined below) was published, in accordance with Regulation 23(2) of the SEBI (SAST) Regulations and such public announcement also will be sent to the Securities and Exchange Board of India (“SEBI”), NSE (as defined below), BSE (as defined below) and the Target Company at its registered office. 6. Under Regulation 18(4) of the SEBI (SAST) Regulations, the Acquirer is permitted to revise the Offer Price or the number of Offer Shares at any time prior to the commencement of the last 1 Working Day before the commencement of the Tendering Period. In the event of such revision, in terms of Regulation 18(5) of the SEBI (SAST) Regulations, the Acquirer shall: (a) make corresponding increase to the escrow amount, as more particularly set out in Section VI (Offer Price and Financial Arrangements) of this Draft Letter of Offer; (b) make public announcement in the same newspapers in which the Detailed Public Statement has been published; and (c) simultaneously notify the SEBI, NSE, BSE, and the Target Company at its registered office of such revision. The Acquirer shall pay such revised price for all the Equity Shares validly tendered during the Offer and accepted under the Offer in accordance with the terms of the Letter of Offer. Such revision would be done in compliance with other requirements prescribed under the SEBI (SAST) Regulations. 7. There has been no competing offer as of the date of this Draft Letter of Offer. 8. If there is a competing offer at any time hereafter, the public offers under all subsisting bids shall open and close on the same date. 9. A copy of the Public Announcement (as defined below), the Detailed Public Statement, this Draft Letter of Offer, and the Letter of Offer (including the Form of Acceptance-cum-Acknowledgement) will also be available on SEBI’s website (www.sebi.gov.in). All future correspondence should be addressed to the Manager to the Offer/Registrar to the Offer at the addresses mentioned below: MANAGER TO THE OFFER REGISTRAR TO THE OFFER Axis Capital Limited KFin Technologies Limited Axis House, 1st Floor, Pandurang Budhkar Marg, Address: Selenium, Tower- B, Plot No. 31 & 32, Worli, Mumbai - 400025, Financial district, Nanakramguda, Serilingampally, Maharashtra, India Hyderabavd, T [Showing first 8,000 characters — download PDF for full document]