Thyrocare Technologies Ltd

Resolutions

• Item 1 (Special): Purchase of land and building from NHL for INR 20,58,86,908.
• Item 2 (Special): Divest NHL 100% stake to Trovera for approx INR 141.40 crore.

Outcomes

• Results have not been declared yet; due by Nov 2, 2026.
• Public shareholder majority needed; details to be disclosed.

Impacts & Governance

• Acquisition will transfer property ownership to TTL, eliminating NHL rental outflow.
• NHL will cease to be a subsidiary after divestment to Trovera.
• Not a related party transaction; no promoter/related party voting conflicts specified.

Key Terms

• Acquisition price: INR 20,58,86,908 for properties.
• Total sale consideration: ~INR 141.40 crore (CCPS Rs 59.50 crore + cash Rs 81.90 crore).
• CCPS: 42,500 Trovera CCPS issued at Rs 14,000 per CCPS.
• NHL will cease to be a subsidiary post-divestment.

ESOP grant details

• NRC approved grant of 1,92,000 Thyrocare ESOPs to eligible employees at Rs 10 per option.
• Options vest subject to applicable vesting conditions; one-third vest each year over three years.
• Total equity shares under grant: 1,92,000; each option converts to one share of Rs 10 face value.
• Exercise period: seven years from vesting, subject to NRC/Board approvals.

Target and rationale

• Target: Nueclear Healthcare Limited, radiology and diagnostic imaging business, Thyrocare’s wholly owned subsidiary.
• Thyrocare to divest 100% stake in NHL to Trovera Healthcare Private Limited.
• Sale enables Thyrocare to focus on core pathology business.

Deal terms and consideration

• Aggregate consideration for NHL sale: approx Rs 141.40 crore.
• Structure: 42,500 Trovera CCPS (Rs 59.50 crore) plus cash Rs 81.90 crore.
• CCPS issued at Rs 14,000 per CCPS; face value Rs 10.
• CCPS convertible 1:1; conversion linked to IPO or after 20 years.
• Valuation by VB Desai Financial Services; working capital adjustment applicable.
• Transaction is not a related party transaction.

Regulatory approvals and timeline

• Shareholders' special resolution required; other regulatory approvals may apply.
• Completion targeted on or before 30 November 2026.
• Transaction outside Scheme of Arrangement.

NHL CCPS acquisition as part of consideration

• Thyrocare to acquire 42,500 Trovera CCPS as part of consideration.
• CCPS issued at Rs 14,000 each; face Rs 10; premium Rs 13,990.
• CCPS represent ~4.5% of Trovera on a fully diluted basis.
• CCPS to convert 1:1 into Trovera equity at defined milestones.

Background: Nueclear Healthcare Limited

• NHL turnover Rs 44.62 crore in FY2026; net worth Rs 83.55 crore.
• NHL contributed 5.38% of Thyrocare’s consolidated turnover; 14.27% of net worth.
• NHL operates radiology and diagnostic imaging; wholly owned subsidiary.

Event Overview

• Release of pledge over Thyrocare promoter shares by Docon for API Holdings' NCDs; fully released.

Key Details

• Target company: Thyrocare Technologies Limited.
• Encumbrance type: Pledge.
• Promoter holding before: 8.12 crore shares (51.02%); encumbered before: 7.9469 crore (49.93%).
• Promoters/PACs: Docon Technologies Private Limited and API Holdings Limited.
• Encumbrance in favor of: Catalyst Trusteeship Limited (Debenture Trustee).
• Reason: securing API Holdings Limited's NCD obligations.
• NCD principal amount: INR 10,500 million.
• Post-encumbrance status: 0 shares encumbered; encumbrance released.
• NCDs fully redeemed and repaid on August 14, 2026.

Additional Notes

• Amalgamation: Docon merged into API Holdings Limited; API is successor.
• Governance: no reported change in Thyrocare's control status.
• Date of reporting: August 17, 2026; revised reporting: September 8, 2026.

Pledge release details

• Acquirer: Catalyst Trusteeship Limited, Debenture Trustee for API Holdings Limited; not promoter.
• Transaction: Release of pledge on 7,94,69,696 Thyrocare equity shares.
• Pre-transaction encumbrance: 7,94,69,696 shares; voting rights Nil.
• Date of release: August 17, 2026.
• Post-transaction holding: no shares or encumbrances held by acquirer.
• Before/after equity capital: 15,91,65,315 shares.
• Post-diluted capital: 15,96,30,252 shares.
• Mode: Release of pledge upon full repayment and redemption of NCDs.

Pledge release details

• Target Company: Thyrocare Technologies Limited.
• Disclosing Party: Docon Technologies Private Limited (promoter) with API Holdings Limited as PAC.
• Transaction type: Release of pledge on 1,75,00,000 Thyrocare equity shares.
• Pre-transaction encumbrance: 9,69,69,696 encumbered shares (60.92%), voting rights NIL.
• Post-transaction holdings: voting rights 1,75,00,000; encumbered shares 7,94,69,696 (49.93%).
• Date: August 11, 2026 (Release of Pledge).
• Equity capital before: 15,91,65,315 shares; after: 15,91,65,315 shares.
• Total diluted capital after: 15,96,30,252 shares.

Key details

• Target Company: Thyrocare Technologies Limited.
• Disclosing Party: Docon Technologies Private Limited (Promoter).
• Transaction Type: Release of encumbrance on promoter shares.
• Pre-Transaction pledged shares: 7,94,69,696.
• Transaction Details: Pledge released on 7,94,69,696 equity shares; mode: encumbrance release; debt repayment by API Holdings.
• Post-Transaction encumbrance: 0; promoter's shares now free from pledge.
• Date of transaction: not disclosed.