Thyrocare approves ₹141.4 Cr sale of Nueclear radiology arm to refocus capital on core pathology

Thyrocare Technologies told the exchanges on September 21 that its board has approved the sale of its entire shareholding in Nueclear Healthcare Limited (NHL) — the wholly-owned subsidiary that runs its radiology and diagnostic imaging business — to Trovera Healthcare Private Limited, for an aggregate consideration of approximately ₹1,41,40,00,000, i.e. ₹141.4 crore. The stock closed the session up 2.8% at ₹571.45 (all prices in this report are adjusted for the 2:1 bonus issue with record date November 28, 2025). The move was not out of the blue: the company had informed the exchanges on July 23, 2026 that the board had given in-principle approval to evaluate options for restructuring NHL's radiology business. The filing states the rationale plainly — radiology requires continued investment in diagnostic equipment, technology, maintenance and infrastructure, and the divestment will let the company focus its capital and management attention on its core pathology business.

The consideration structure deserves a careful read, because the two components behave differently. The share component is fixed: 42,500 CCPS of Trovera at an issue price of ₹14,000 each (₹10 face value plus ₹13,990 premium), aggregating to ₹59,50,00,000 — ₹59.5 crore. The cash component of ₹81,90,00,000 — approximately ₹81.9 crore — is subject to adjustment once the working-capital adjustment amount is determined under the share purchase agreement. The overall consideration rests on a fair valuation of NHL by V. B. Desai Financial Services Limited, a SEBI-registered Category-I Merchant Banker, and the CCPS issue price on a valuation of Trovera by Raj Pradip Shroff, a Registered Valuer.

The CCPS leg means Thyrocare does not fully exit diagnostics-adjacent radiology exposure — it swaps a controlling stake for a small minority one. The 42,500 CCPS represent approximately 4.5% of Trovera's share capital on a fully diluted basis, converting into equity 1:1 on the earlier of two triggers: a board resolution ahead of a proposed IPO filing by Trovera, or the day before twenty years from issuance. Worth noting who the buyer is: Trovera Healthcare Private Limited was incorporated on June 16, 2026 — about three months before this deal — has its registered office in Kalbadevi, Mumbai, is engaged in or proposes to carry on healthcare and diagnostic services, and has no audited financial statements, which the filing attributes to its recent incorporation. The filing states Trovera is not a related party and that the promoter group has no interest in it. The IPO-linked conversion trigger suggests Trovera contemplates an eventual listing, though the filing makes no commitment on timing.

By the filing's own disclosure, NHL is a modest piece of the consolidated business: FY26 turnover of ₹44.62 crore, 5.38% of consolidated turnover, and net worth of ₹83.55 crore as at March 31, 2026 — 14.27% of consolidated net worth excluding non-controlling interest. It is also less profitable than the parent: NHL's PAT-to-total-revenue ratio for FY26 was 10.9%, against 19.2% for Thyrocare on a standalone basis. Read together, the numbers frame the trade the board is making: give up a twentieth of revenue at roughly half the parent's profitability, collect ~1.7× the unit's net worth, and stop funding an equipment-heavy business line.

The transaction is structured outside a Scheme of Arrangement, and because Thyrocare had previously transferred the radiology undertaking into NHL and is now selling its entire shareholding in NHL, the filing states that Regulation 37A of the SEBI Listing Regulations applies via the proviso to Regulation 37A(2). The practical consequence: a special resolution where the votes cast by public shareholders in favour must exceed the public votes against, and no public shareholder who is a party to the sale, directly or indirectly, may vote. In other words, the promoter's 60.92% stake as of June 30, 2026 — reduced to 51.02% after August's sale, per the promoter's disclosures — does not decide this; the public float does.

1. 1

   Board approval

   Done

   Board approved the sale, the CCPS acquisition and the property purchase on the Audit Committee's recommendation, September 21, 2026.

2. 2

   Share purchase agreement

   Pending

   The SPA between Thyrocare and Trovera is yet to be executed; the date of execution and its details will be intimated to the exchanges separately.

3. 3

   Shareholder special resolution

   Pending

   Regulation 37A test: the resolution is acted upon only if public shareholders' votes in favour exceed public votes against.

4. 4

   Completion

   Pending

   Expected on or before November 30, 2026, or such later date as the parties agree, subject to conditions precedent and applicable approvals. The property purchase completes before or alongside.

The divestment lands on a register that has already been busy. On August 13, promoter Docon Technologies — a wholly-owned subsidiary of API Holdings — sold 1,57,69,696 shares, about 9.9% of paid-up capital, cutting the promoter holding from 60.92% to 51.02%; the company's filing states Docon continues to be a Promoter and holding company. The stock fell 5.7% that session on 6.6 million shares, off the adjusted 52-week high of ₹662 set the previous day. Days later, on full redemption of the Non-Convertible Debentures issued by API Holdings, the pledge over the promoter's shares was released — the August 18 filing states the entire promoter shareholding is now free from pledge. Against that backdrop, Monday's +2.8% close at ₹571.45 on 3,50,735 shares reads as a measured reception: positive, on unremarkable volume, with the stock still 13.7% below its August high.

The business being kept is in good shape on the last five quarters of data. Q1 FY27 consolidated revenue of ₹240.02 crore was up 24.3% over Q1 FY26's ₹193.03 crore, with net profit up 34.1% to ₹51.33 crore and operating margin at 32.2%. NHL's ₹44.62 crore of FY26 turnover — the slice being sold — is small relative to that engine, which is consistent with the filing's framing: this is a focus decision, not a deleveraging or distress sale. What the divestment changes, if it completes, is where the next rupee of capex goes — the filing is explicit that radiology's continued equipment and infrastructure needs were the consideration behind exiting.