Resignation

Date: October 30, 2026 BSE Limited National Stock Exchange of India Limited The Corporate Relations Department, Exchange Plaza, Bandra-Kurla Complex, 25th Floor, Phiroze Jeejeebhoy Towers, Bandra (East), Mumbai 400 051 Dalal Street, Symbol - TBZ Mumbai - 400 001 Stock Code – 534369 Subject: Disclosures under Regulation 30, Regulation 30A and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with SEBI Master Circular no. SEBI/HO/CFD/Po02/CIR/P/0155 dated November 11, 2024 (last updated on 30 January 2026) (“SEBI Master Circular”) Dear Sir / Madam, We refer to our earlier intimation dated August 31, 2026, wherein Tribhovandas Bhimji Zaveri Limited (“Company”) had informed the National Stock Exchange of India Limited and the BSE Limited (together, the “Stock Exchanges”) regarding the share purchase agreement dated August 31, 2026 (“SPA”) between 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 (together, the “Sellers”) and GRT Jewellers (India) Private Limited (“Acquirer”) for acquisition of an aggregate of 4,94,59,775 equity shares of the Company (“Sale Shares”) by the Acquirer from the Sellers, constituting 74.12% of the total paid-up equity share capital of the Company on a fully diluted basis. Further to the above, we now wish to inform you that the Company has received an intimation from the Sellers, pursuant to the provisions of Regulation 30A of the SEBI Listing Regulations, that (a) the Sellers have sold and transferred the Sale Shares to the Acquirer today i.e. on October 30, 2026 pursuant to the provisions of the SPA (“Sale Transaction”); and (b) the Sellers and the Acquirer have executed an agreement on October 30, 2026 amending the SPA to convert certain conditions precedent into post- completion obligations (the “Amendment Agreement”). The Company was neither a party to SPA nor to the Amendment Agreement. Details of the Amendment Agreement, as required under the SEBI Listing Regulations read with the SEBI Master Circular, are enclosed herewith as “Annexure I”. Consequent to the Sale Transaction, the erstwhile members of the promoter and promoter group of the Company, i.e., the Sellers, do not hold any equity shares of the Company and have ceased to be in control of the Company and accordingly, will be de-classified from being members of the promoter and promoter group of the Company with effect from the completion of the Sale Transaction, i.e. October 30, 2026, in accordance with Regulation 31A(10) of the SEBI Listing Regulations. The board of directors of the Company (“Board”) in a meeting held today, i.e., on October 30, 2026 at 2:00 p.m. and which concluded at 2:30 p.m., took on record / considered and approved the following: The original since 1864 TRIAHOVANDAS llHl\1JI 7.A\'FRI Ll\1TFD. CIN No: L27205MH2007PLC172598 Regd. Office: 241 /243, Zoveri Bazar, Mumbai -400 002. Tel.: +91 22 4046 5000/01, 6130 0505 11th Floor, West Wing, Tulsioni Chambers, Free Press Journal Rood, Norimon Point, Mumbai - 400 021. Tel.: 022 30735000 E-mail: investors@tbzoriginol.com; Website: www.tbztheoriginol.com A. Noting the sale of the Sale Shares and change in control of the Company The Board noted that, pursuant to the terms and conditions set forth in the SPA, the Sellers have sold and transferred an aggregate of 4,94,59,775 equity shares of the Company, i.e. the Sale Shares, constituting 74.12% of the total paid-up equity share capital of the Company to the Acquirer on October 30, 2026, i.e. the Closing Date. The Board further noted that pursuant to the completion of the transactions as contemplated under the SPA, on and with effect from the Closing Date, the Sellers have ceased to be in control of the Company, have ceased to be shareholders of the Company and ceased to be members of the promoter and promoter group of the Company in accordance with applicable law, and, consequently, the Acquirer has acquired control of the Company. B. Noting the Company becoming a subsidiary of Acquirer The Board noted that, pursuant to transfer of the Sale Shares to the Acquirer, the Company became a subsidiary of the Acquirer with effect from October 30, 2026. C. De-classification of the Sellers from category of promoter and promoter group of the Company The Board noted that pursuant to the completion of the transactions contemplated under the SPA and the disclosures made in the open offer documents for the open offer made by the Acquirer, the erstwhile members of the promoter and promoter group of the Company, i.e. the Sellers, have to ceased be in control of the Company with effect from the Closing Date and took on record the de-classification of the Sellers from the “promoter and promoter group” category with effect from the Closing Date in accordance with Regulation 31A(10) of the SEBI Listing Regulations. D. Recommendation for appointment of a non-executive director, re-constitution of the Board and appointment of Senior Management Personnel (SMP) Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board has also considered the following: (a) Recommendation for appointment of Mr. Govindarajulu Rajendran (DIN: 02063138) as Director who has attained the age of 75 years, as a Director in the category of Non-Executive Director of the Company, subject to and pursuant to the approval of the Shareholders of the Company in accordance with applicable law; (b) Appointment of Mr. Govindarajulu Rajendran Ananthapadmanabhan (DIN: 01485010) as an Additional Director (Executive Director), on the Board with effect from October 30, 2026, subject to approval of the Shareholders of the Company; The original since 1864 TRIAHOVANDAS llHl\1JI 7.A\'FRI Ll\1TFD. CIN No: L27205MH2007PLC172598 Regd. Office: 241 /243, Zoveri Bazar, Mumbai -400 002. Tel.: +91 22 4046 5000/01, 6130 0505 11th Floor, West Wing, Tulsioni Chambers, Free Press Journal Rood, Norimon Point, Mumbai - 400 021. Tel.: 022 30735000 E-mail: investors@tbzoriginol.com; Website: www.tbztheoriginol.com (c) Appointment of Mr. Govindarajulu Rajendran Radhakrishnan (DIN: 01711654) as an Additional Director (Executive Director), on the Board with effect from October 30, 2026, subject to approval of the Shareholders of the Company; (d) Appointment of Mr. Govindarajulu Rajendran Ananthapadmanabhan (DIN: 01485010) as a Managing Director, on the Board, for a period of 5 years with effect from October 30, 2026 to October 29, 2031, subject to approval of the Shareholders of the Company, liable to retire by rotation; (e) Appointment of Mr. Govindarajulu Rajendran Radhakrishnan (DIN: 01711654) as a Managing Director, on the Board for a period of 5 years with effect from October 30, 2026 to October 29, 2031, subject to approval of the Shareholders of the Company, liable to retire by rotation; and (f) Appointment of Mr. K N Jeethendra Babu, as Senior Management Personnel (SMP) designated as Dy. CEO. The disclosures required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular in respect of appointment of the aforementioned directors/SMP are enclosed herewith as Annexure II. The notice of Postal Ballot for seeking approval of Shareholders along with timelines and other requisite details will be communicated in due course. (g) Mr. Shrikant Gopaldas Zaveri (DIN: 00263725) has tendered his resignation as the Managing Director of the Company, effective from the close of the Board meeting held on October 30, 2026, at which the Board took the resignation on record. Consequently, he has ceased to be a key managerial personnel of the Company and member of all committees of the Company with effect from the close of the Board meeting held on October 30, 2026. The disclosures required under Regulation 30 of the [Showing first 8,000 characters — download PDF for full document]