Thyrocare signs Rs 141.40 crore Nueclear Healthcare sale

Thyrocare Technologies Limited has signed an agreement to sell its entire 100% equity holding in material wholly owned subsidiary Nueclear Healthcare Limited for approximately Rs 141.40 crore. The consideration includes Rs 81.90 crore in cash, subject to a working-capital adjustment, and Rs 59.50 crore of compulsorily convertible preference shares in purchaser Trovera Healthcare Private Limited.

What has Thyrocare agreed to sell?

Thyrocare has agreed to sell all 1,11,11,000 equity shares it holds in Nueclear Healthcare Limited, representing 100% of Nueclear Healthcare's issued, subscribed and paid-up equity share capital. The share purchase agreement, or SPA, was signed on October 30, 2026, by Thyrocare, Nueclear Healthcare, Trovera Healthcare Private Limited and Dr. Prince Surana. The filing identifies Nueclear Healthcare as a material wholly owned subsidiary of Thyrocare before the proposed transaction.

The agreement follows shareholder approval secured through a special resolution on October 29, 2026. Thyrocare's board had first considered and approved the proposed disposal on September 21, 2026, subject to shareholder consent. The special resolution also received the required approval of public shareholders after excluding votes cast by the promoter and promoter group, as well as any public shareholder directly or indirectly party to the proposed sale, under Regulation 37A of the Securities and Exchange Board of India listing regulations.

On completion, Thyrocare will cease to hold any equity shareholding in Nueclear Healthcare, while Nueclear Healthcare will become a wholly owned subsidiary of Trovera. That is a change from the position disclosed as of October 30, 2026, when Thyrocare owned 100% of Nueclear Healthcare's equity capital, including shares held through nominees. The SPA makes completion conditional on customary conditions precedent, which means signing the agreement does not itself complete the transfer.

How is the Rs 141.40 crore consideration structured?

The approximately Rs 141.40 crore consideration consists of a fixed Rs 59.50 crore securities component and approximately Rs 81.90 crore in cash. The cash amount is subject to adjustment after the working-capital adjustment amount is determined under the SPA, whereas the filing says the share component is fixed. As a result, the stated aggregate consideration is approximate because the cash component can change through that contractual adjustment.

Thyrocare will receive 42,500 compulsorily convertible preference shares, or CCPS, in Trovera at an issue price of Rs 14,000 per CCPS. Each CCPS has a face value of Rs 10 and is issued at a premium of Rs 13,990. The 42,500 CCPS account for the Rs 59.50 crore non-cash portion, while the approximately Rs 81.90 crore cash payment represents the other component of the purchase price.

The filing says the total consideration and Trovera CCPS issue price were determined after considering independent valuers' fair valuations of Nueclear Healthcare and Trovera, respectively. It does not disclose the individual valuation figures, the number of CCPS into which the preference shares may convert, or the timing for conversion. It also does not set out the amount or direction of any eventual working-capital adjustment to the approximately Rs 81.90 crore cash payment.

What will Thyrocare hold after the Nueclear Healthcare sale?

After completion, Thyrocare will have no equity holding in Nueclear Healthcare but will subscribe to 42,500 Trovera CCPS worth Rs 59.50 crore at issue. Before the transaction, Thyrocare disclosed that it had no shareholding in Trovera. The consideration structure therefore replaces Thyrocare's 100% equity ownership of Nueclear Healthcare with cash consideration, subject to adjustment, and preference securities issued by the purchaser.

The CCPS are issued by Trovera rather than by Thyrocare. Thyrocare specifically disclosed that it is not issuing shares to any party under the SPA; instead, it will subscribe to Trovera securities as part of the overall consideration. The filing does not describe the economic rights attached to the 42,500 CCPS beyond their compulsory convertibility, face value of Rs 10, premium of Rs 13,990 and total issue price of Rs 14,000 per security.

Trovera is not part of Thyrocare's promoter or promoter group and is not a Thyrocare group company, according to the October 30, 2026 disclosure. Thyrocare also states that the sale is not a related-party transaction. The filing further says none of the parties has a right to nominate or appoint a director to Thyrocare's board, and it records no potential conflict of interest arising from such control rights.

What approvals and conditions remain for the transaction?

The shareholder approval required for the sale was obtained on October 29, 2026, but completion remains subject to customary conditions precedent under the SPA. Thyrocare did not list those conditions individually or give a completion date in its October 30, 2026 announcement. Accordingly, the disclosed milestones distinguish approval and signing from the future completion at which Nueclear Healthcare would move to Trovera.

The transaction's approval process began with the board meeting of September 21, 2026 and proceeded through a postal ballot notice dated the same day. Public-shareholder approval was separately required after excluding votes of the promoter and promoter group and specified interested public shareholders. The filing describes this voting treatment as being in accordance with Regulation 37A of the listing regulations, alongside the special resolution passed by shareholders.

The SPA provides that the purchase consideration will be discharged through cash and securities of Trovera. Its disclosed conditions therefore include both the customary conditions precedent to completion and the later determination of the working-capital adjustment amount affecting the approximately Rs 81.90 crore cash component. The filing does not disclose whether any regulatory approvals, third-party consents, long-stop date or other closing deliverables form part of those customary conditions.

Conclusion

Thyrocare's October 30, 2026 SPA sets out a full exit from its 100% holding in material subsidiary Nueclear Healthcare, subject to completion. The approximately Rs 141.40 crore consideration combines approximately Rs 81.90 crore of adjustable cash with Rs 59.50 crore in 42,500 Trovera CCPS, rather than an all-cash sale. On completion, Nueclear Healthcare will become wholly owned by Trovera and Thyrocare will hold no equity in the sold subsidiary.

The next items to watch are the satisfaction of the SPA's customary conditions precedent and the determination of the working-capital adjustment amount. These matters will establish the final cash consideration around the disclosed approximately Rs 81.90 crore figure, while the filing does not provide a closing date or disclose the conversion terms for the Rs 59.50 crore Trovera CCPS.