Disclosure of material issue

Date: August 31, 2026 To, To, 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, Mumbai - 400 001 Symbol - TBZ Stock Code – 534369 Sub: Disclosure under Regulations 30 and 30A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI LODR Regulations”) Dear Sir/Madam, Pursuant to the provisions of Regulations 30 and 30A of the SEBI LODR Regulations, this is to kindly inform you that Tribhovandas Bhimji Zaveri Limited (“Company”) has received an intimation from its promoter and members of promoter group that: (a) Mr. Shrikant Gopaldas Zaveri, Mrs. Bindu Shrikant Zaveri, Mrs. Binaisha Shrikant Zaveri, Mrs. Raashi Shrikant Zaveri, Tribhovandas Bhimji Zaveri (TBZ) Private Limited and Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited (together, the “Sellers”), have entered into a share purchase agreement dated August 31, 2026 (“SPA”) with GRT Jewellers (India) Private Limited (“Acquirer”), pursuant to which the Sellers have agreed to sell to the Acquirer 4,94,59,775 equity shares held by the Sellers (in aggregate) in the Company, constituting 74.12% of the total issued and paid-up equity share capital of the Company, as per terms set out in the SPA including subject to the receipt of necessary regulatory approval and completion of conditions precedent therein (“Transaction”); (b) Upon completion of the Transaction as per the terms set out in the SPA, the Acquirer will acquire sole control of the Company. Further, the Sellers will cease to hold any equity shares in the Company and will be de-classified from the category of members of the promoter/ promoter group of the Company in accordance with applicable law upon completion of the Transaction as per the terms set out in the SPA; and (c) Pursuant to the execution of the SPA, the Acquirer is required to make a mandatory open offer to the eligible public shareholders of the Company in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Details as required under Regulations 30 and 30A read with paragraph A(5) and A(5A) of Part A of Schedule III of the SEBI LODR Regulations read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (last updated on January 30, 2026) is enclosed herewith as “Annexure I”. 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 ANNEXURE 1 Disclosure under Regulations 30 and 30A read with Clause 5A of Para A of Part A of Schedule III of the SEBI (LODR) Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (last updated on January 30, 2026) S. No. Particulars Details 1. If the listed entity is a party to the Not applicable – the listed entity, i.e. Tribhovandas agreement: Bhimji Zaveri Limited (the “Company”) is not a party to the SPA. Details of the counterparties (including name and relationship with the listed entity) 2. If listed entity is not a party to the i. The following members of the promoter/ agreement: promoter group of the Company (collectively, “Sellers”) have entered into a share purchase i. Name of the party/ies agreement dated August 31, 2026 (“SPA”) with entering into such an the counterparty listed in (ii) below: agreement and the a. Mr. Shrikant Gopaldas Zaveri, promoter relationship with the listed holding 50.06% of the Company’s share entity capital as on the date of the SPA; b. Mrs. Bindu Shrikant Zaveri, promoter ii. Details of the counterparties holding 5.24% of the Company’s share to the agreement (including capital, as on the date of the SPA; name and relationship with c. Mrs. Binaisha Shrikant Zaveri, promoter the listed entity) holding 7.92% of the Company’s share capital, as on the date of the SPA; iii. Date of entering into the d. Mrs. Raashi Shrikant Zaveri, promoter Agreement holding 6.85% of the Company’s share capital, as on the date of the SPA; e. Tribhovandas Bhimji Zaveri (TBZ) Private Limited, member of the promoter group holding 2.02% of the Company’s share capital, as on the date of the SPA; and f. Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited, member of the promoter group holding 2.02% of the Company’s share capital, as on the date of the SPA. ii. The other party to the SPA is GRT Jewellers (India) Private Limited (“Acquirer”), which is not related to the Company, as on the date of execution of the SPA. iii. The SPA has been executed on August 31, 2026. S. No. Particulars Details 3. Purpose of entering into the The SPA inter alia records the terms and conditions agreement on which the Sellers have agreed to sell in aggregate 4,94,59,775 equity shares of the Company (“Sale Shares”) constituting 74.12% of the total issued and paid-up equity share capital of the Company to the Acquirer and the Acquirer has agreed to acquire the Sale Shares from the Sellers subject to the receipt of necessary regulatory approval and completion of conditions precedent therein (“Transaction”). 4. Shareholding, if any, in the entity None. The Sellers do not hold any shares in the with whom the agreement is Acquirer and vice versa. executed 5. Significant terms of the agreement - Pursuant to the execution of the SPA, the (in brief), including special rights Sellers propose to sell their entire shareholding to appoint directors, first right to in the Company, i.e. the Sale Shares, share subscription in case of constituting approximately 74.12% of the total issuance of shares, right to restrict paid-up equity share capital of the Company to any change in capital structure, etc. the Acquirer at a per share price of not more than INR 209 (Indian Rupees Two Hundred Nine only) (“Sale Price”) in accordance with the terms of the SPA. - Pursuant to the execution of the SPA, the Acquirer is required to make a mandatory open offer to the public shareholders of the Company (“Open Offer”) in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. - The Sale Price may be subject to certain downward adjustments (if any) based on an audit to be conducted by the Acquirer. The Sale Price will not be adjusted upwards. - The SPA also sets forth the terms and conditions agreed between the Sellers and the Acquirer, and their respective rights and obligations in connection with the sale and purchase of the Sale Shares. The consummation of the purchase of the Sale Shares by the Acquirer under the SPA (“Closing”) is subject to the satisfaction of certain conditions precedent under the SPA and receipt of regulatory approval. S. No. Particulars Details - In addition, the SPA provides for certain customary interim obligations. inter alia relating to the Company requiring it to conduct its affairs in the ordinary course until the completion of the Transaction and obtaining Acquirer consent in case of certain actions. - The SPA contains customary representations and warranties provided by the Sellers and corresponding indemnities covered by the warranty and indemnity insurance policy to be obtained pursuant to the SPA. - The Sellers have agreed to certain non-compete and non-solicit obligations with respect to themselves for an identified period post-Closing under the SPA. No separate consideration is being paid to the Sellers for the non-compete and non-solicit obligation. - Upon consummation of the Transaction under the SPA, the Acquirer will acquire sole control of the Company and the Sellers will cease to be in control of the Company. The Sellers will no longer be shareholders of the Company and will not hold any equity shares in the Company. The Sellers will accordingly be de-classified from being members [Showing first 8,000 characters — download PDF for full document]