In an exchange filing on Monday, September 21, the company said the decision will enable it to exit the radiology business and focus its capital and management attention on its core pathology business. NHL operates a radiology and diagnostic imaging business that requires continued investment in diagnostic equipment, technology, maintenance and infrastructure.
Under the proposed transaction, Thyrocare will sell 100% of its 1.11 crore equity shares in NHL to Trovera Healthcare through a proposed share purchase agreement. The agreement has not yet been executed, and further details will be disclosed separately.
Deal consideration
The ₹141.4 crore consideration will comprise ₹59.5 crore through 42,500 compulsorily convertible preference shares (CCPS) of Trovera and approximately ₹81.9 crore in cash, subject to a working capital adjustment.
The CCPS will be issued at ₹14,000 each, including a ₹13,990 premium, and will represent around 4.5% of Trovera’s share capital on a fully diluted basis. The CCPS will be convertible into equity shares of Trovera on a 1:1 basis under the specified terms.
Trovera, incorporated on June 16, 2026, is engaged in, or proposes to carry on, the healthcare and diagnostic services business. It is not part of Thyrocare’s promoter or promoter group, and the transaction does not constitute a related-party transaction.
The proposed sale is expected to be completed on or before November 30, 2026, subject to prior shareholder approval through a special resolution, with specific voting requirements for public shareholders under the applicable SEBI regulations.
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Thyrocare to retain ownership of key lab premises
As part of the restructuring, Thyrocare’s board has also approved the purchase of land and buildings in Gurugram, Haryana, and Hyderabad, Telangana, from NHL for ₹20.59 crore, excluding applicable stamp duty, registration and other charges.
The company currently operates diagnostic laboratory facilities from these premises and pays rent to NHL. The proposed purchase is intended to ensure continued ownership of the operating premises after the sale of NHL.
For FY26, NHL reported turnover of ₹44.62 crore, accounting for 5.38% of Thyrocare’s consolidated turnover. Its net worth stood at ₹83.55 crore as of March 31, 2026, representing 14.27% of Thyrocare’s consolidated net worth excluding non-controlling interest.
Shares of Thyrocare Technologies were trading at the day’s highs following the announcement. The stock gained more than 3.22% to ₹573.70. It has advanced about 54% in the last six months and over 28% so far in 2026.