Shares of Tribhovandas Bhimji Zaveri (TBZ) were locked in a 20% upper circuit even as an open offer triggered by the company's stake sale came at a steep discount to the prevailing market price.

GRT Jewellers has entered into a share purchase agreement with the promoters of TBZ to acquire their 74.12% equity stake at ₹209 per share, for a total consideration of approximately ₹1,033.7 crore.

Under India's takeover regulations — the SEBI (Substantial Acquisition of Shares and Takeovers) Code — the acquisition of a stake beyond prescribed thresholds obliges the acquirer to make an open offer to public shareholders for an additional 26% of the company at a price determined by regulatory formula, which is typically anchored to the negotiated price paid to the promoters. In this case, the open offer price of ₹209 per share represents a steep discount to the level at which the stock was trading, as indicated by the share's 20% upper circuit movement following the announcement.

The market reaction highlights a common dynamic in such situations: when an open offer is priced below the prevailing market price, public shareholders generally have little incentive to tender their shares, and the offer is often seen less as an exit route and more as a signal of a change in control at the company.

Tribhovandas Bhimji Zaveri is a Mumbai-based jewellery retailer with a long operating history in India, while GRT Jewellers is an established jeweller based in southern India. The deal, if completed, would mark a case of consolidation within India's fragmented, family-run jewellery retail industry, handing control of the listed company from TBZ's promoter group to GRT Jewellers. What remains to be seen is the completion of the transaction and the open offer process, as well as any subsequent disclosure of GRT Jewellers' plans for the listed entity.

Details of the transaction were reported by CNBC-TV18 (source: CNBC-TV18).