Sale or disposal

September 21, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Phiroze Jeejeebhoy Towers, Block G, Bandra Kurla Complex, Dalal Street, Mumbai – 400001 Bandra (E), Mumbai – 400051 Sub: Outcome of the Meeting of the Board of Directors held on Monday, September 21, 2026 Dear Sir/Madam, Pursuant to the provisions of Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Board of Directors (“Board”) of Thyrocare Technologies Limited (“the Company”), at its meeting held today, i.e., Monday, September 21, 2026, inter alia, considered and approved the following matters: 1. Sale of the entire shareholding held by the Company in Nueclear Healthcare Limited, a material wholly owned subsidiary of the Company, subject to the approval of the shareholders of the Company The Company, by its intimation dated July 23, 2026, had informed BSE Limited and National Stock Exchange of India Limited (“Stock Exchanges”) that the Board had, inter alia, accorded in-principle approval for evaluating various options for restructuring the radiology business of Nueclear Healthcare Limited (“NHL”). NHL operates a radiology and diagnostic imaging business which requires continued investment in diagnostic equipment, technology, maintenance and infrastructure. After evaluating various alternatives, the Company has decided to divest its entire shareholding in NHL and thereby exit the radiology business operated through NHL. This will enable the Company to focus its capital and management attention on its core pathology business. Accordingly, the Board, based on the recommendation of the Audit Committee, has, at its meeting held today, approved the sale and transfer of the entire equity shareholding held by the Company in NHL, comprising 1,11,11,000 (One Crore Eleven Lakh Eleven Thousand) equity shares, representing 100% of the issued, subscribed and paid-up equity share capital of NHL, to Trovera Healthcare Private Limited (“Trovera” or “Purchaser”), by way of a share purchase agreement proposed to be executed between the Company and Trovera (“SPA”). The date of execution and other details of the SPA will be intimated to the Stock Exchanges separately, in accordance with applicable regulations. The aggregate consideration for the proposed sale of the entire equity shareholding of the Company in NHL is approximately Rs. 1,41,40,00,000/- (Rupees One Hundred Forty-One Crore Forty Lakh only). The share component of the consideration is fixed; the cash component is subject to adjustment as set out below. The consideration shall comprise: (i) 42,500 (Forty-Two Thousand Five Hundred) Compulsorily Convertible Preference Shares (“CCPS”) of Trovera, having a face value of Rs. 10/- each and issued at a premium of Rs. 13,990/- per CCPS (i.e., an issue price of Rs. 14,000/- per CCPS), aggregating to Rs. 59,50,00,000/- (Rupees Fifty-Nine Crore Fifty Lakh only); and (ii) cash consideration of approximately Rs. 81,90,00,000/- (Rupees Eighty-One Crore Ninety Lakh only), subject to adjustment upon determination of the working capital adjustment amount in accordance with the provisions of the SPA. The aforesaid consideration has been arrived at after taking into consideration the fair valuation of NHL undertaken by M/s. V. B. Desai Financial Services Limited, a SEBI-registered Category-I Merchant Banker (Registration No. INM000002731). The proposed transaction does not constitute a related party transaction. The proposed transaction is subject to the approval of the shareholders of the Company and such other statutory, regulatory and contractual approvals and conditions as may be applicable. Upon completion of the proposed transaction, NHL will cease to be a wholly owned subsidiary of the Company, and the Company will cease to exercise control over NHL. The details required to be disclosed pursuant to Regulation 30 of the SEBI Listing Regulations, read with the SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as Annexure 1. 2. Acquisition of Compulsorily Convertible Preference Shares of Trovera Healthcare Private Limited as part-consideration for the sale of NHL As part of the consideration for the proposed sale of the Company's entire shareholding in NHL to Trovera, the Company will acquire 42,500 (Forty-Two Thousand Five Hundred) CCPS of Trovera. The CCPS will have a face value of Rs. 10/- (Rupees Ten only) each and will be issued at a premium of Rs. 13,990/- (Rupees Thirteen Thousand Nine Hundred Ninety only) per CCPS (i.e., an issue price of Rs. 14,000/- (Rupees Fourteen Thousand only) per CCPS), in accordance with the agreed share swap terms and subject to the terms and conditions set out in the proposed SPA. The issue price has been arrived at after taking into consideration the fair valuation of Trovera undertaken by Mr. Raj Pradip Shroff, a Registered Valuer (Registration No. IBBI/RV/05/2019/11263). The proposed transaction does not constitute a related party transaction. The acquisition of the CCPS is directly linked to and forms part of the consideration for the sale of the Company's entire shareholding in NHL. The details required to be disclosed pursuant to Regulation 30 of the SEBI Listing Regulations, read with the SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as Annexure 2. 3. Purchase of immovable properties comprising land and buildings situated at Gurugram, Haryana, and Hyderabad, Telangana, from NHL, a material wholly owned subsidiary of the Company, subject to the approval of the shareholders of the Company The Company currently operates its diagnostic laboratory facilities at Gurugram, Haryana and Hyderabad, Telangana, from premises owned by NHL and pays rent for the use of such premises. In view of the proposed sale of the entire shareholding of the Company in NHL, and to secure continued ownership of these operating premises, the Board, based on the recommendation of the Audit Committee, has, at its meeting held today, approved the purchase of the immovable properties comprising land and buildings situated at the aforesaid locations from NHL, for an aggregate consideration of Rs. 20,58,86,908/- (Rupees Twenty Crore Fifty-Eight Lakh Eighty-Six Thousand Nine Hundred and Eight only), exclusive of applicable stamp duty, registration charges and other charges, if any. The consideration is based on the fair market value determined by Mr. Anil Kumar, Registered Valuer – Land & Building of M/s Pensar Valuation Private Limited (IBBI Reg. No. IBBI/RV/02/2021/14378), a Registered Valuer, and the proposed transaction is subject to the approval of the shareholders of the Company and other applicable statutory and regulatory requirements. NHL is a related party of the Company, being its wholly owned subsidiary, and the proposed purchase is on an arm’s length basis. The purchase is proposed to be completed prior to, or simultaneously with, completion of the sale of NHL. The Board Meeting commenced at 02:15 P.M. and concluded at 02:50 P.M. Kindly take the above information on record. Yours faithfully, For Thyrocare Technologies Limited, Brijesh Kumar Company Secretary and Compliance Officer Encl: As above Annexure – 1 Sale of the entire shareholding held by the Company in Nueclear Healthcare Limited (“NHL”), a material wholly owned subsidiary of the Company. S. Particulars Details 1 The amount and percentage of the For the financial year ended March 31, 2026, the turnover or revenue or income and net turnover of NHL amounted to Rs. 44.62 Crore, worth contributed by such unit or representing 5.38% of the consolidated turnover of division or undertaking or subsidiary or the Company. Further, the net worth of NHL as at associate company of the listed entity March 31, 2026 stood at Rs. 83 [Showing first 8,000 characters — download PDF for full document]