Thyrocare Technologies Limited has disclosed that its ultimate holding company, API Holdings Limited, is set to issue new secured, unlisted, redeemable non-convertible debentures worth INR 1,700.00 crore. This move aims to redeem existing debentures valued at INR 1,545.38 crore, according to a recent disclosure by Thyrocare Technologies to the stock exchanges.

Key Details of the Transaction

• New Debenture Issue: API Holdings to issue debentures worth INR 1,700.00 crore
• Purpose: To redeem existing debentures valued at INR 1,545.38 crore
• Security Arrangement: Docon Technologies Private Limited to pledge up to 61% of Thyrocare's equity shares

Transaction Specifics

The transaction documents were executed on September 11, involving several parties:

1. API Holdings Limited
2. Docon Technologies Private Limited
3. AHWSPL India Private Limited
4. Catalyst Trusteeship Limited

Docon Technologies, which currently holds 71.06% of Thyrocare's equity shares, will create a pledge over a maximum of 61% of Thyrocare's equity shares as security for the new debentures. This pledge will be determined at the time of creation and will be subject to compliance with applicable laws and necessary disclosures.

Impact on Thyrocare Technologies

While the agreements do not directly impact Thyrocare's current management or control, there could be potential implications on direct control if the pledge is enforced upon an event of default. It's important to note that Docon's entire current shareholding was previously pledged for the existing debentures and will be released upon their redemption.

Key Agreements

The transaction involves several key agreements, including:

1. Debenture Trust Deed
2. Debenture Trustee Agreement
3. Deed of Hypothecation
4. Share Pledge Agreements
5. Deeds of Guarantee

Disclosure and Compliance

Thyrocare Technologies Limited received intimation of this development on September 15 and promptly disclosed the information to the stock exchanges in compliance with SEBI regulations. The company has provided detailed disclosures as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This financial restructuring by API Holdings demonstrates its strategy to manage its debt obligations while maintaining a significant stake in Thyrocare Technologies through its subsidiary, Docon Technologies.

Thyrocare Technologies Limited , a leading diagnostics company, has initiated a postal ballot process to seek shareholder approval for the appointment of Mr. Alok Kumar Jagnani as a Non-Executive & Non-Independent Director. This move comes as part of the company's efforts to strengthen its board with experienced professionals.

Key Highlights of the Appointment

• Board Recommendation: The Board of Directors, based on the Nomination and Remuneration Committee's recommendation, approved Jagnani's appointment as an Additional Director on July 24, 2025.
• Shareholder Approval: The company is now seeking shareholder approval through a postal ballot, as required by regulations.
• E-voting Period: Shareholders can cast their votes electronically from August 28, 2025, to September 26, 2025.

About Alok Kumar Jagnani

Mr. Jagnani brings over 20 years of experience to Thyrocare's board:

• Professional Background: A Chartered Accountant with extensive experience in finance, risk management, and corporate assurance across manufacturing and service sectors.
• Core Competencies: Expertise in corporate assurance, risk management, internal controls, SOX compliance, and financial control for large-scale operations exceeding ₹3,000.00 crores.
• Additional Skills: Proficient in project finance, business transformation initiatives, and ERP implementations.

Recent Transition

• Prior to this appointment, Jagnani served as Thyrocare's Chief Financial Officer from August 9, 2023, to July 23, 2025.
• He has now been elevated to the role of Group CFO at API Holdings Limited, Thyrocare's ultimate holding company.

Board Committees

Upon appointment, Jagnani will serve as a member of the:

• Corporate Social Responsibility Committee
• Stakeholders' Relationship Committee
• Risk Management Committee

Financial Compensation

• As a Non-Executive Director, Jagnani will not receive any remuneration for this role.
• In his previous capacity as CFO, he earned ₹1,18,82,260.00 for the financial year 2024-25 and ₹51,57,024.00 for 2025-26 (until July 23, 2025).

Shareholding

Jagnani holds a stake in the company, with 2,443 equity shares (including shares held by his spouse) as of the latest disclosure.

The postal ballot notice emphasizes the Board's opinion that Jagnani's appointment would be beneficial to Thyrocare, considering his skills, knowledge, and rich experience in the field. Shareholders are encouraged to participate in the e-voting process to cast their votes on this important appointment.

Thyrocare Technologies continues to evolve its leadership structure, aiming to enhance its strategic capabilities in the competitive diagnostics sector.