Thyrocare Technologies Limited has executed a Share Purchase Agreement (SPA) dated October 30, 2026, for the sale of its entire shareholding in material wholly owned subsidiary Nueclear Healthcare Limited (NHL).

Background and Approvals

The Board of Directors initially approved the sale of NHL in its meeting held on September 21, 2026, subject to shareholder approval. Subsequently, shareholders approved the transaction via a Special Resolution passed on October 29, 2026, through a Postal Ballot process. The resolution also received requisite approval from public shareholders after excluding votes from the Promoter and Promoter Group and any public shareholder who is a party to the transaction, in accordance with Regulation 37A of the SEBI Listing Regulations.

Transaction Details

The SPA was entered into among Thyrocare Technologies Limited, Nueclear Healthcare Limited, Trovera Healthcare Private Limited ("Purchaser"), and Dr. Prince Surana. The Company is selling its entire holding of 1,11,11,000 equity shares (One Crore Eleven Lakh Eleven Thousand shares), representing 100% of the issued, subscribed and paid-up equity share capital of NHL.

Consideration Structure

The aggregate consideration for the transaction is approximately ₹1,41,40,00,000 (Rupees One Hundred Forty-One Crore Forty Lakh only). The consideration comprises two components:

  • 42,500 Compulsorily Convertible Preference Shares (CCPS) of Trovera Healthcare Private Limited, with a face value of ₹10 each issued at a premium of ₹13,990 per share (total issue price of ₹14,000 per CCPS), aggregating to ₹59,50,00,000 (Rupees Fifty-Nine Crore Fifty Lakh only)
  • Cash consideration of approximately ₹81,90,00,000 (Rupees Eighty-One Crore Ninety Lakh only), subject to adjustment based on working capital determination as per the SPA

The total consideration and CCPS issue price were determined based on independent fair valuation reports of both NHL and Trovera.

Shareholding and Relationship

As of the transaction date, Thyrocare holds 100% of NHL's equity share capital (including shares held through nominees). The Company does not hold any shareholding in Trovera Healthcare Private Limited. Trovera does not belong to the promoter or promoter group of Thyrocare and is not a group company. The transaction does not constitute a related party transaction.

Key Terms and Conditions

The completion of the transaction is subject to customary conditions precedent. Upon transfer of shares, NHL will become a wholly owned subsidiary of Trovera Healthcare Private Limited. The agreement does not grant any special rights such as board nomination, first right to share subscription, or rights to restrict capital structure changes to any party. No potential conflict of interest arises from this transaction.