Thyrocare: Sells Radiology Arm for ₹1,414 Crore, Acquires Preference Shares

Thyrocare Technologies Limited announced the sale of its entire shareholding in its wholly-owned subsidiary, Nueclear Healthcare Limited (NHL), for approximately ₹1,414 crore. The consideration includes cash and Compulsorily Convertible Preference Shares (CCPS) of the acquirer, Trovera Healthcare Private Limited. Concurrently, Thyrocare will purchase immovable properties from NHL for ₹20.59 crore, and also acquire CCPS of Trovera as part consideration. These transactions aim to allow Thyrocare to focus on its core pathology business.

Thyrocare Divests Radiology Business for ₹1,414 Crore

Thyrocare Technologies Limited has approved the sale of its entire shareholding in its material wholly-owned subsidiary, Nueclear Healthcare Limited (NHL), a significant move aimed at refocusing the company’s strategy. The aggregate consideration for this divestment is approximately ₹1,41,40,00,000/- (Rupees One Hundred Forty-One Crore Forty Lakh only). This transaction will see Thyrocare exit the radiology and diagnostic imaging business operated through NHL.

Deal Structure and Consideration

The total consideration for the sale comprises two parts: 42,500 Compulsorily Convertible Preference Shares (‘CCPS’) of Trovera, valued at ₹59,50,00,000/-, and a cash component of approximately ₹81,90,00,000/-. This valuation has been determined after considering the fair valuation of NHL by M/s. V. B. Desai Financial Services Limited. The transaction is subject to shareholder approval.

Acquisition of Trovera CCPS

As a direct part of the consideration for the NHL sale, Thyrocare will acquire 42,500 CCPS of Trovera Healthcare Private Limited. These CCPS have a face value of ₹10 each and are issued at a premium of ₹13,990, resulting in an issue price of ₹14,000 per CCPS. The total value of this acquisition is approximately ₹59,50,00,000/-. This move is directly linked to and incidental to the divestment of NHL.

Purchase of Immovable Properties

In conjunction with the NHL sale, Thyrocare has also approved the purchase of immovable properties, including land and buildings, from NHL. These properties are located at Gurugram, Haryana, and Hyderabad, Telangana, where the company operates its diagnostic laboratory facilities. The aggregate consideration for these properties is ₹20,58,86,908/- (Rupees Twenty Crore Fifty-Eight Lakh Eighty-Six Thousand Nine Hundred and Eight only), exclusive of applicable stamp duty and registration charges. This purchase is intended to secure continued ownership of these operational premises and is proposed to be completed simultaneously with or prior to the sale of NHL.

Strategic Rationale

The strategic decision to divest the radiology business allows Thyrocare to concentrate its capital and management attention on its core pathology business. The company previously evaluated various options for restructuring the radiology operations of NHL before deciding on this complete divestment.

Key Financials of NHL

For the financial year ended March 31, 2026, NHL reported a turnover of ₹44.62 Crore, representing 5.38% of Thyrocare’s consolidated turnover. Its net worth stood at ₹83.55 Crore, accounting for 14.27% of the company’s consolidated net worth. The Profit After Tax (PAT) as a percentage of total revenue for NHL was 10.9%.

Transaction Approvals and Timeline

The proposed transactions are subject to the approval of Thyrocare’s shareholders and other applicable statutory and regulatory requirements. The sale of NHL is expected to be completed by November 30, 2026, or another mutually agreed date. The acquisition of Trovera’s CCPS is also anticipated to be completed by this date.

Source: BSE

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