Key Decisions Approved

1. Sale of Entire Shareholding in Nueclear Healthcare Limited (NHL)

  • The Board approved the sale of the Company's entire 100% shareholding in its material wholly owned subsidiary, Nueclear Healthcare Limited, comprising 1,11,11,000 equity shares
  • Aggregate consideration: Approximately ₹1,41,40,00,000 (Rupees One Hundred Forty-One Crore Forty Lakh)
  • Consideration structure:
  • 42,500 Compulsorily Convertible Preference Shares (CCPS) of Trovera Healthcare Private Limited at ₹14,000 per CCPS (face value ₹10 + premium ₹13,990), aggregating ₹59,50,00,000
  • Cash consideration of approximately ₹81,90,00,000, subject to working capital adjustment
  • Buyer: Trovera Healthcare Private Limited (not a related party)
  • Rationale: Exit from radiology business to focus on core pathology business
  • Subject to shareholder approval and other statutory/regulatory approvals
  • Expected completion: On or before November 30, 2026

Financial Impact of NHL Divestment

  • For FY ended March 31, 2026:
  • NHL turnover: ₹44.62 crore (5.38% of consolidated turnover)
  • NHL net worth: ₹83.55 crore (14.27% of consolidated net worth)
  • NHL PAT margin: 10.9% vs Company's standalone PAT margin of 19.2%

2. Acquisition of CCPS of Trovera Healthcare Private Limited

  • Acquisition of 42,500 CCPS of Trovera as part consideration for NHL sale
  • CCPS details: Face value ₹10 each, issued at premium of ₹13,990 per share (total issue price ₹14,000)
  • Represents approximately 4.5% of Trovera's share capital on fully diluted basis
  • Conversion terms: 1:1 conversion to equity shares upon earlier of (i) Board approval for IPO filing or (ii) completion of 20 years from issuance
  • Not a related party transaction

3. Purchase of Immovable Properties from NHL

  • Purchase of properties at Gurugram, Haryana and Hyderabad, Telangana from NHL
  • Aggregate consideration: ₹20,58,86,908 (exclusive of stamp duty, registration charges)
  • Rationale: Secure continued ownership of operational premises currently rented from NHL
  • Transaction with related party (wholly owned subsidiary) on arm's length basis
  • Subject to shareholder approval
  • To be completed prior to or simultaneously with NHL sale completion

Valuation Details

  • NHL valuation: Conducted by V. B. Desai Financial Services Limited (SEBI Reg. No. INM000002731)
  • Trovera valuation: Conducted by Mr. Raj Pradip Shroff, Registered Valuer (IBBI Reg. No. IBBI/RV/05/2019/11263)
  • Property valuation: Conducted by Mr. Anil Kumar of Pensar Valuation Private Limited (IBBI Reg. No. IBBI/RV/02/2021/14378)

Meeting Details

  • Board meeting held on September 21, 2026
  • Commenced at 02:15 PM, concluded at 02:50 PM