Unihealth Hospitals Limited (NSE: UNIHEALTH) announced that its Board of Directors has approved the acquisition of an additional 49.81% equity stake in Victoria Hospital Limited (VHL), Uganda, through a strategic share swap transaction. Upon completion and receipt of approvals, UniHealth's shareholding in VHL will increase from 50.00% to 99.81%, making Victoria Hospital an almost wholly owned subsidiary.
Transaction Details and Consideration
The acquisition will be implemented by issuing 12,50,000 fully paid-up equity shares of Unihealth Hospitals Limited on a preferential basis to the existing shareholders of Victoria Hospital Limited, Mr. Bhasker Kotecha and Dr. Chirag Kotecha, in exchange for their aggregate holding of 2,55,544 equity shares representing 49.81% of Victoria Hospital. The share exchange ratio was determined based on independent valuation reports under the Companies Act, 2013, SEBI ICDR Regulations, 2018, and FEMA regulations. The consideration is discharged entirely through equity shares, preserving the company's cash resources for future expansion.
Strategic Rationale and Financial Performance
The acquisition consolidates ownership of one of UniHealth's fastest-growing overseas assets. Victoria Hospital has delivered exceptional financial performance over the last three financial years: revenue grew from ₹60.48 crore in FY24 to ₹115.27 crore in FY26, EBITDA from ₹20.27 crore to ₹51.01 crore, and PAT from ₹6.37 crore to ₹43.53 crore. This represents a revenue increase of over 90% and a nearly sevenfold expansion in profit after tax over three years.
Tax Holiday and Debt-Free Status
Victoria Hospital enjoys a 10-year corporate income tax holiday effective until June 30, 2034, allowing it to retain substantially all operating profits during that period. The company is also debt-free, with no outstanding borrowings, which eliminates interest costs, enhances earnings quality, and provides substantial borrowing capacity for future expansion. These structural advantages are expected to result in significantly higher free cash flows, improved return on invested capital, and accelerated reinvestment into expansion projects.
Management Commentary
Dr. Akshay Parmar, Managing Director of Unihealth Hospitals Limited, said, "This transaction represents an important strategic milestone in UniHealth's evolution as an international healthcare platform. By increasing our ownership in Victoria Hospital to 99.81%, we are consolidating one of our strongest growth assets and ensuring that substantially all future value creation accrues directly to UniHealth shareholders." He added that the transaction is expected to be materially earnings accretive and enhances the quality of consolidated financial performance.
Dr. Anurag Shah, Founder and Director, added, "UMC Victoria Hospital has developed into one of Uganda's leading tertiary healthcare institutions through its unwavering commitment to clinical excellence. Becoming an almost wholly owned subsidiary marks the beginning of its next phase of growth. With complete strategic alignment under the UniHealth platform, we will accelerate investments in infrastructure, specialised clinical programmes, advanced technology, and medical talent."
East African Healthcare Platform
East Africa represents one of the world's most attractive long-term healthcare markets, supported by favourable demographics, increasing healthcare expenditure, and under-penetration of organised private healthcare. Victoria Hospital serves patients from Uganda, South Sudan, the Democratic Republic of Congo, and Kenya. The near-complete ownership will enable UniHealth to accelerate investments in bed capacity expansion, advanced medical technology, cardiology, neurosciences, oncology, diagnostic and surgical infrastructure, digital healthcare capabilities, and regional referral network expansion.
Shareholder Value Creation
The transaction is consistent with UniHealth's long-term strategy of building a scalable, integrated healthcare platform across high-growth emerging markets. By increasing ownership to 99.81%, UniHealth expects to capture substantially all long-term economic benefits, improve earnings quality, simplify corporate structure, optimise capital allocation, and create a stronger platform for sustained long-term shareholder value creation.
Transaction Timeline and Approvals
The proposed preferential allotment and acquisition are subject to shareholder approval of Unihealth Hospitals Limited, receipt of statutory and regulatory approvals including under SEBI ICDR Regulations, FEMA, and other applicable laws, and completion of customary closing conditions. The company will make all necessary disclosures under SEBI LODR Regulations.
About Unihealth Hospitals Limited
Founded in Mumbai in 2010, Unihealth Hospitals Limited is an integrated healthcare platform delivering affordable, accessible, and high-quality healthcare services across India and East Africa. The company operates across hospital operations, healthcare consultancy, pharmaceutical and consumables exports, and medical value travel. For FY26, the company reported consolidated total income of ₹137.01 crore, EBITDA of ₹58.82 crore, and net profit attributable to equity shareholders of ₹25.83 crore.
