Public Announcement-Open Offer

Date: August 31, 2026 BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai- 400001, India. Mumbai – 400 051 Dear Sir / Madam, Subject: Public announcement dated August 31, 2026 (the “Public Announcement”) in relation to an open offer to the Public Shareholders (as defined in the Public Announcement) of Tribhovandas Bhimji Zaveri Limited (the “Target Company”) (“Open Offer”). GRT Jewellers (India) Private Limited (“Acquirer”) has announced an open offer for acquisition of up to 1,72,70,845 fully paid-up equity shares of face value of INR 10 each (“Equity Shares”) from the Public Shareholders of the Target Company, representing 25.88%* of the Voting Share Capital of the Target Company at a price of INR 249.61 per Equity Share (the “Offer Price”) aggregating to total consideration of up to INR 4,31,09,75,621 (assuming full acceptance) payable in cash, subject to the terms and conditions mentioned in the Public Announcement, as well as the detailed public statement (the “DPS”) and the letter of offer (the “LoF”) that are proposed to be issued in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended, (“SEBI (SAST) Regulations”). The Open Offer is being made pursuant to and in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations. * 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 the Public Announcement. We are pleased to inform you that we have been appointed as the “Manager” to the captioned Open Offer and as required under Regulation 14(1) of the SEBI (SAST) Regulations, we are enclosing herewith a copy of the Public Announcement in relation to the Open Offer. We request you to kindly upload the Public Announcement on your website at the earliest. Capitalised terms used in this letter unless defined herein shall have the same meanings as ascribed to them in the enclosed Public Announcement. Thanking You, For Axis Capital Limited Authorized Signatory Name: Ankit Bhatia PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF TRIBHOVANDAS BHIMJI ZAVERI LIMITED UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATIONS 13(1), 14 AND 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO Open offer for acquisition of up to 1,72,70,845 fully paid-up equity shares having face value of INR 10.00 each (“Equity Shares”) of Tribhovandas Bhimji Zaveri Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 241/43, Zaveri Bazar, Mumbai, Maharashtra, India – 400002 (“Target Company”), representing 25.88%* of the Voting Share Capital (as defined below) from the Public Shareholders (as defined below) of the Target Company by GRT Jewellers (India) Private Limited (“Acquirer”) (“Open Offer/ Offer”) pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time (“SEBI (SAST) Regulations”). *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 Public Announcement. This public announcement (“Public Announcement” or “PA”) is being issued by Axis Capital Limited (“Manager to the Offer”/ “Manager”) for and on behalf of the Acquirer to the Public Shareholders, pursuant to and in compliance with Regulation 3(1) and 4 read with Regulations 13(1), 14, 15(1) and other applicable regulations of the SEBI (SAST) Regulations. Definitions: For the purposes of this Public Announcement, the following terms have the meanings assigned to them below: (a) “BSE” means BSE Limited; (b) “CCI Approval” means the approval of the Competition Commission of India under the Competition Act, 2002 (as amended from time to time) required for the consummation of the Underlying Transaction and the Open Offer; (c) “Control” includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner, provided that a director or officer of a target company shall not be considered to be in control over such target company, merely by virtue of holding such position; (d) “Equity Shares” means the equity shares of the Target Company having a face value of INR 10.00 each; (e) “Identified Lenders” means (i) State Bank of India, (ii) Union Bank of India, (iii) Central Bank of India, (iv) Kotak Mahindra Bank Limited, (v) IndusInd Bank Limited; and (vi) The Federal bank Limited; (f) “NSE” means the National Stock Exchange of India Limited; (g) “Lenders’ Approval” means the approval of the Identified Lenders required to be obtained by the Target Company for the consummation of the Underlying Transaction and the Open Offer; (h) “Offer” or “Open Offer” means this open offer by the Acquirer, for acquisition of up to 1,72,70,845 Equity Shares, representing 25.88% of the Voting Share Capital of the Target Company from the Public Shareholders; (i) “Public Shareholders” means all the equity shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, excluding: (i) the Acquirer; and (ii) the parties to the Share Purchase Agreement (as defined below) and any persons deemed to be acting in concert with the parties to the Share Purchase Agreement, pursuant to and in compliance with the SEBI (SAST) Regulations; (j) “SEBI (LODR) Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time; (k) “Sellers” collectively means: (i) Shrikant Gopaldas Zaveri; (ii) Bindu Shrikant Zaveri; (iii) Binaisha Shrikant Zaveri; (iv) Raashi Shrikant Zaveri; (v) Tribhovandas Bhimji Zaveri (TBZ) Private Limited; and (vi) Tribhovandas Bhimji Zaveri Jewellers (Mumbai) Private Limited; (l) “SPA” or “Share Purchase Agreement” means the share purchase agreement dated 31 August 2026 executed by and amongst the Acquirer and the Sellers for acquisition of 4,94,59,775 Equity Shares by the Acquirer from the Sellers, constituting 74.12% of the Voting Share Capital, at a Price Per SPA Sale Share and for an aggregate consideration of upto INR 10,337,092,975.00; (m) “Price Per SPA Sale Share” means INR 209.00 being the price per SPA Sale Share agreed to be paid by the Acquirer to the Sellers in terms of and in accordance with the terms of the Share Purchase Agreement; (n) “SCRR” means the Securities Contracts (Regulation) Rules, 1957 as amended from time to time; (o) “Stock Exchanges” means, collectively, BSE and NSE; (p) “SEBI” means the Securities and Exchange Board of India; (q) “Tendering Period” means the period of 10 Working Days during which the Public Shareholders may tender their Equity Shares in acceptance of the Offer, which shall be disclosed in the LOF (defined below); (r) “V [Showing first 8,000 characters — download PDF for full document]