Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Thyrocare Technologies Limited
Meeting Details
The approval is being sought through postal ballot via remote e-voting only, without a physical meeting. The cut-off date for determining shareholder eligibility is Friday, September 25, 2026.
Proposed Resolutions and Implications
Resolution 1: Purchase of Land and Building from Nueclear Healthcare Limited
- Special Resolution under Regulation 24(6) of SEBI LODR Regulations
- Acquisition of properties at Plot No. 428, Udyog Vihar Phase-4, Gurugram-122015, Haryana and H.No. 1-9-645, Vidyanagar, Adikmet Road, Hyderabad-500044, Telangana
- Aggregate consideration: INR 20,58,86,908/- plus applicable stamp duty, registration charges, and other expenses
- Rationale: Ensure continuity of diagnostic laboratory operations, eliminate rental outflow, and own operational premises
- Valuation conducted by Mr. Anil Kumar (IBBI Reg. No. IBBI/RV/02/2021/14378) of M/s Pensar Valuation Private Limited
Resolution 2: Divestment of Entire Shareholding in Nueclear Healthcare Limited
- Special Resolution under Section 180(1)(a) of Companies Act, 2013 and Regulations 24(5) & 37A of SEBI LODR Regulations
- Sale of 1,11,11,000 equity shares (100% stake) to Trovera Healthcare Private Limited
- Aggregate consideration: Approximately Rs. 141,40,00,000 comprising:
- 42,500 Compulsorily Convertible Preference Shares of Trovera (face value Rs. 10, premium Rs. 13,990) aggregating Rs. 59,50,00,000/-
- Cash consideration of approximately Rs. 81,90,00,000/- subject to working capital adjustment
- Rationale: Streamline business portfolio, focus on core diagnostics, transfer radiology business to specialized operator
- Valuation conducted by M/s. V. B. Desai Financial Services Limited (SEBI Reg. No. INM000002731)
- Requires additional approval by majority of public shareholders under Regulation 37A
Voting Process and Methods
The remote e-voting will be conducted through CDSL's e-voting platform:
- Commencement: Wednesday, September 30, 2026 at 9:00 AM IST
- Conclusion: Thursday, October 29, 2026 at 5:00 PM IST
- Results declaration: On or before Monday, November 2, 2026
- Shareholders as of cut-off date (September 25, 2026) are eligible to vote
- Voting rights proportional to shareholding as on cut-off date
Scrutinizer Appointment and Role
Ms. Nupur Gadekar (Mem. No. 41015 & CoP No. 25892) of M/s. Mehta & Mehta, Company Secretaries has been appointed as Scrutinizer, with Ms. Alifya Sapatwala (Mem. No. 24091 & CoP No. 24895) as alternate.
The Scrutinizer will:
- Conduct the postal ballot through remote e-voting in fair and transparent manner
- Unblock votes after conclusion of e-voting in presence of two witnesses
- Prepare Scrutinizer's report within two working days after voting conclusion
- Submit report to Chairman or authorized person who will countersign and declare results
Compliance with Laws and Regulations
The notice complies with:
- Sections 108 and 110 of Companies Act, 2013
- Rules 20 and 22 of Companies (Management and Administration) Rules, 2014
- Regulation 44 of SEBI Listing Regulations
- Secretarial Standard - 2 on General Meetings
- Multiple MCA Circulars including 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 03/2022, 11/2022, 09/2023, 09/2024, and 03/2025
- SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020
Additional Information
- The Board recommends voting "FOR" both resolutions
- Documents available for electronic inspection from September 30 to October 29, 2026
- No physical copies of notice being sent; only electronic communication to registered email addresses
- Institutional/corporate members must submit authorized representative documents
- Helpdesk contacts provided for voting assistance: Mr. Rakesh Dalvi, AVP at CDSL (helpdesk.evoting@cdslindia.com, toll free 1800 21 09911)
- Notice available on company website: https://investor.thyrocare.com/postal-ballot/ and CDSL website: https://www.evotingindia.com/noticeResults.jsp