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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Full Announcement
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.