| Whether the transaction would fall within related party transactions? | No |
| Whether the transaction is done at "arms length" basis | |
| If No, provide details | |
| Date on which agreement was entered* | 30-10-2026 |
| Purpose of entering into the agreement* | 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, 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. The consideration will be received upon completion of the transaction in accordance with the terms of the SPA. |
| Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.;* | Key terms of the SPA:
(a) The completion under the SPA is subject to customary conditions precedent.
(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. |
| Whether there is any issuance / transfer of shares to the parties* | No |
| Class of shares issued/transferred | |
| Issue Price per share | |
| Details and quantification of the restriction or liability imposed upon the listed entity* | No restriction or liability imposed upon the listed entity |
| Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc; | Nil. No such control is exercised by any of the parties over the Company, and neither of the parties has the right to nominate or appoint any director on the Board of Directors of the Company. Accordingly, no potential conflict of interest arises in this regard |
| Any other disclosure w.r.t. compliance of any SEBI Act, Regulation, Circular or provision | |
| Any other information | No shares are being issued by the Company to any of the parties. However, as part of the total 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. |
| Remarks (for Website dissemination) | |