Thyrocare exits radiology with ₹141.4 crore deal

Board clears sale of 100% in Nuclear Healthcare

Thyrocare Technologies has approved the sale of its entire shareholding in Nuclear Healthcare Limited (also referred to as Nueclear Healthcare in the filing context), a wholly-owned subsidiary focused on radiology and diagnostic imaging. The total consideration for the divestment is approximately ₹141.4 crore. The company disclosed the decision through a filing to stock exchanges. The board decision was reported on September 21 from Mumbai. Thyrocare said it evaluated various restructuring options for the radiology business before approving the sale. The divestment is positioned as an exit from the radiology business. Thyrocare indicated the move would help it focus capital and management attention on its core pathology business.

Buyer and structure: Trovera Healthcare to acquire the subsidiary

Under the proposed transaction, Trovera Healthcare Private Limited will acquire Thyrocare’s entire holding in Nuclear Healthcare. Thyrocare will transfer 1,11,11,000 equity shares, representing 100% of the subsidiary’s issued and paid-up equity capital. The transaction is expected to be executed through a proposed share purchase agreement (SPA). Thyrocare has said the agreement is yet to be executed, and the company will disclose further details separately. The deal structure is a mix of cash and securities. The sale is also described as a cash-and-stock transaction in the exchange communication.

Consideration split: cash plus Trovera CCPS

The ₹141.4 crore consideration is split into two parts. Thyrocare will receive approximately ₹81.9 crore in cash, subject to adjustments, including a working capital adjustment mechanism referenced in the filing. The non-cash part of the consideration is ₹59.5 crore through Trovera’s Compulsorily Convertible Preference Shares (CCPS). Thyrocare will acquire 42,500 CCPS of Trovera as part of this structure. The CCPS are proposed to be issued at ₹14,000 per share. The CCPS are expected to represent about 4.5% of Trovera’s fully diluted share capital.

What is known about the CCPS terms

The filing indicates the CCPS will be compulsorily convertible and linked to Trovera’s equity structure on a fully diluted basis. It also states the CCPS will be convertible into equity shares in a 1:1 ratio. The use of CCPS means Thyrocare will retain an exposure to Trovera through preference shares that convert into equity, rather than receiving the entire amount in cash upfront. At the same time, the cash portion remains the larger immediate component of the proceeds. The final cash received can change depending on the agreed adjustment mechanism. Thyrocare has not provided an executed-date for the SPA in the disclosed material.

Property purchase alongside the sale to protect operations

Alongside the subsidiary divestment, Thyrocare’s board approved the purchase of immovable properties from Nuclear Healthcare. These include land and buildings located in Gurugram, Haryana, and Hyderabad, Telangana. The aggregate consideration for the property purchase is ₹20.59 crore, excluding applicable stamp duty, registration charges, and other costs. Thyrocare said it currently operates diagnostic laboratory facilities from these premises. It also noted that it pays rent to the subsidiary for using these locations. The property purchase is intended to ensure Thyrocare retains control of operating premises after selling the radiology unit.

Timing: closing targeted by November 30, 2026

Thyrocare has stated that completion is expected on or before November 30, 2026. The company has also said the transaction is subject to shareholder approvals and other applicable approvals. The property purchase is proposed to be completed before or simultaneously with the completion of the sale of Nuclear Healthcare. This sequencing is aimed at avoiding operational disruption, given Thyrocare’s lab operations run from the Gurugram and Hyderabad sites. The company has not yet announced the execution date of the deal documents. Any timeline may therefore remain dependent on meeting the stated conditions.

Approvals and conditions highlighted in the filing

The proposed sale requires approval from Thyrocare shareholders and is subject to regulatory and contractual conditions. The company indicated shareholder approval would be sought through a special resolution. The disclosure also refers to voting requirements for public shareholders under applicable SEBI regulations, including Regulation 37A of the SEBI Listing Regulations. These conditions signal that the divestment is not yet final. The closing is contingent on satisfying these steps and completing documentation. Thyrocare has indicated that further transaction details will be shared separately.

Background: the subsidiary and earlier reports on the plan

Nuclear Healthcare is described as a radiology and diagnostic imaging subsidiary founded in 2011. The decision to divest aligns with Thyrocare’s stated objective of exiting the investment-intensive radiology business. Separately, it was noted that the radiology divestment plans were first reported in September 2024. Another contextual point mentioned alongside the announcement is that the parent of the Mumbai-listed firm had sold a chunk of shares roughly a month earlier to clear a portion of its debt. Thyrocare’s current announcement, however, focuses on board approvals and the transaction structure rather than broader capital allocation targets. The company has anchored the rationale around sharpening focus on core pathology operations.

Key numbers at a glance

Market impact and what investors track next

For investors, the immediate market relevance is the clear separation of Thyrocare’s radiology and diagnostic imaging business from its pathology-led model, as framed by the company. The consideration structure provides Thyrocare with a combination of cash inflow and an equity-linked instrument via Trovera CCPS. The working capital adjustment mechanism means the final cash component could vary from the headline number based on the SPA terms. Operationally, the concurrent property purchase is designed to keep Thyrocare’s laboratory footprint intact in Gurugram and Hyderabad even after the subsidiary changes hands. The next set of milestones will likely be the execution of the SPA, shareholder voting outcomes, and completion of the approvals required for closing by the stated deadline.

Conclusion

Thyrocare’s board-approved plan combines a full exit from Nuclear Healthcare for approximately ₹141.4 crore with a separate purchase of operating properties for ₹20.59 crore to maintain continuity at key lab locations. The deal remains subject to shareholder and other approvals, and the agreement is yet to be executed. Thyrocare expects completion on or before November 30, 2026, with the property transfer proposed before or alongside the subsidiary sale.