Thyrocare Technologies has finalized the sale of its entire shareholding in its wholly-owned subsidiary, Nueclear Healthcare Limited (NHL), to Trovera Healthcare Private Limited. The total consideration for this transaction is approximately ₹1,414 crore. The deal involves ₹595 crore in Compulsorily Convertible Preference Shares (CCPS) from Trovera and approximately ₹819 crore in cash, subject to working capital adjustments.
Thyrocare Sells Nueclear Healthcare
Thyrocare Technologies Limited has officially completed the sale of its entire shareholding in Nueclear Healthcare Limited (NHL), a material wholly owned subsidiary. The transaction was executed through a Share Purchase Agreement dated October 30, 2026. The buyer is Trovera Healthcare Private Limited, referred to as the “Purchaser”. This significant divestment marks a strategic shift for Thyrocare Technologies.
Transaction Value and Structure
The aggregate consideration for the sale of Thyrocare’s 100% stake in NHL, comprising 1,11,11,000 equity shares, amounts to approximately ₹1,41,40,00,000 (₹1,414 crore). The consideration is structured in two parts:
- ₹59,50,00,000 (₹595 crore) in the form of 42,500 Compulsorily Convertible Preference Shares (CCPS) of Trovera. These CCPS have a face value of ₹10 each and were issued at a premium of ₹13,990 per CCPS, bringing the issue price to ₹14,000 per CCPS.
- Approximately ₹81,90,00,000 (₹819 crore) in cash consideration. This cash component is subject to adjustments based on the determination of the working capital adjustment amount as per the Share Purchase Agreement (SPA).
The total consideration and the CCPS issue price were determined after independent valuations of both NHL and Trovera were taken into account.
Shareholder and Board Approvals
The sale of the entire shareholding in NHL was approved by the shareholders of Thyrocare Technologies Limited via a Special Resolution passed through Postal Ballot on October 29, 2026. This resolution followed an earlier decision by the Board of Directors on September 21, 2026, which had also approved the sale, subject to shareholder consent. The transaction has also received the necessary approval from public shareholders, adhering to regulatory requirements.
Transaction Nature
Thyrocare Technologies has clarified that the proposed transaction is not a related party transaction. Trovera Healthcare Private Limited does not belong to the promoter, promoter group, or group companies of Thyrocare Technologies.
Impact on NHL and Trovera
Upon completion of the share transfer, NHL will become a wholly-owned subsidiary of Trovera Healthcare Private Limited. Thyrocare Technologies will no longer hold any equity shareholding in NHL. Furthermore, Thyrocare does not hold any shareholding in Trovera Healthcare Private Limited.
Source: BSE
