BSECompany Update21h ago · 30 Oct 2026, 05:28 pm

Please find attached Intimation regarding the Execution of Share Purchase Agreement

Thyrocare Technologies Ltd · 539871

✦ AI SummaryDivestiture

Thyrocare Technologies Ltd has announced the execution of a share purchase agreement for the sale of its entire shareholding in Nueclear Healthcare Limited to Trovera Healthcare Private Limited for approximately Rs. 1,41,40,00,000.

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Earnings Impact2/10
Growth Catalyst3/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk2/10
Liquidity Impact8/10
Market Sentiment5/10

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Thyrocare Technologies Ltd - 539871 - Execution Of Share Purchase Agreement In Relation To The Sale Of The Company'S Entire Shareholding In Nueclear Healthcare Limited, A Wholly Owned Subsidiary Of The Company

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October 30, 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 (SCRIP CODE: 539871) (SYMBOL: THYROCARE) Sub: Execution of Share Purchase Agreement in relation to the sale of the Company’s entire shareholding in Nueclear Healthcare Limited (“NHL”) Ref: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir/Madam, This is in furtherance to our intimation dated September 21, 2026, wherein it is informed that the Board of Directors of the Company in its meeting held on September 21, 2026 inter-alia considered and approved the sale of the entire shareholding held by Thyrocare Technologies Limited (“the Company”) in Nueclear Healthcare Limited (“NHL”), a material wholly owned subsidiary of the Company, subject to the approval of the shareholders of the Company. In this regard, we hereby inform you that the shareholders of the Company, pursuant to the Postal Ballot Notice dated September 21, 2026, have approved the aforesaid sale of the entire shareholding of the Company in NHL by way of a Special Resolution on October 29, 2026. Further, the said Special Resolution has also received the requisite approval of the public shareholders of the Company, after excluding the votes cast by the Promoter and Promoter Group and any public shareholder who is a party, directly or indirectly, to the proposed sale, in accordance with Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We hereby inform you that the Company has entered into a Share Purchase Agreement dated October 30, 2026, among the Company, NHL, Trovera Healthcare Private Limited and Dr. Prince Surana, for sale of the entire 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”). 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 total consideration and the issue price of the CCPS have been arrived at after taking into consideration the fair valuation of NHL and Trovera, respectively, undertaken by Independent Valuers. The proposed transaction does not constitute a related party transaction. The details required to be disclosed pursuant to Regulation 30 of the 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. 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 Execution of Share Purchase Agreement in relation to the sale of the Company’s entire shareholding in Nueclear Healthcare Limited (“NHL”) S.No Particulars Details 1 Name(s) of parties with whom the 1. Thyrocare Technologies Limited (“Company”), agreement is entered 2. Nueclear Healthcare Limited, 3. Trovera Healthcare Private Limited and 4. Dr. Prince Surana 2 Purpose of entering into the agreement; Sale of the entire 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. The consideration will 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, 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. 3 shareholding, if any, in the entity with As on date, the Company holds 100% of the equity whom the agreement is executed; share capital of NHL, including shares held through nominees. NHL is a material wholly owned subsidiary of the Company. Upon completion of the transaction, the Company shall cease to hold any equity shareholding in NHL. Further, the Company does not hold any shareholding in Trovera Healthcare Private Limited. 4 significant terms of the agreement (in Key terms of the SPA: brief) special rights like right to appoint directors, first right to share subscription (a) The completion under the SPA is subject to in case of issuance of shares, right to customary conditions precedent. restrict any change in capital structure etc.; (b) Pursuant to transfer of shares of NHL by the Company, as contemplated under the SPA, NHL will become wholly owned subsidiary of the Purchaser. (c) The purchase consideration will be discharged by way of cash consideration and issuance of securities of the Purchaser, as per the SPA. 5 whether, the said parties are related to Trovera does not belong to the promoter or promoter/promoter group/ group promoter group of the Company and is not a companies in any manner. If yes, nature group company of the Company. of relationship; 6 whether the transaction would fall within Not Applicable related party transactions? If yes, whether the same is done at “arm’s length”; 7 in case of issuance of shares to the No shares are being issued by the Company to any parties, details of issue price, class of of the parties. However, as part of the total shares issued; consideration set out in the SPA, the Company will subscribe to 42,500 Compulsorily Convertible Preference Shares (CCPS) of Trovera, having a face value of Rs. 10/- each, issued at a premium of Rs. 13,990/- per CCPS. The issue price of the CCPS has arrived after taking into consideration the fair valuation of Trovera undertaken by Independent Valuer. 8 any other disclosures related to such Nil. No such control is exercised by any of the agreements, viz., details of nominee on parties over the Company, and neither of the the board of directors of the listed entity, parties has the right to nominate or appoint any potential conflict of interest arising out director on the Board of Directors of the of such agreements, etc.; Company. Accordingly, no potential conflict of interest arises in this regard.