Unihealth Hospitals Limited 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 of the transaction and receipt of requisite shareholder and regulatory approvals, UniHealth’s shareholding in Victoria Hospital Limited will increase from 50.00% to 99.81%, making Victoria Hospital an almost wholly owned subsidiary of the Company
The proposed acquisition marks a significant strategic milestone in UniHealth’s international growth strategy by consolidating ownership of one of the Group’s fastest growing and most profitable overseas healthcare assets. The transaction will enable substantially all future economic benefits generated by Victoria Hospital–including its earnings, cash flows and long-term value creation–to accrue directly to the shareholders of Unihealth Hospitals Limited
The acquisition will be implemented through the issuance of 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 Limited
The share exchange ratio has been determined based on independent valuation reports obtained in accordance with the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, FEMA regulations and other applicable laws
The acquisition consideration will be discharged entirely through issuance of equity shares, thereby preserving the Company’s cash rexpansion initiatives and growth opportunities
Strategic rationale
The acquisition significantly strengthens UniHealth’s international healthcare platform by substantially increasing ownership in one of its highest-performing overseas businesses
Victoria Hospital has consistently delivered exceptional operational and financial performance over the last three financial years, demonstrating strong execution capabilities, scalable operating leverage and sustained earnings growth
- For FY24, the Company reported Revenue of ₹60.48 Cr, EBITDA of ₹20.27 Cr, and PAT of ₹6.37 Cr.
- For FY25, the Company reported Revenue of ₹86.97 Cr, EBITDA of ₹35.81 Cr, and PAT of ₹25.81 Cr.
- For FY26, the Company reported Revenue of ₹115.27 Cr, EBITDA of ₹51.01 Cr, and PAT of ₹43.53 Cr.
The above performance reflects a remarkable growth trajectory, with revenue increasing by over 90% and profit after tax expanding by nearly seven times over the last three financial years. The business has demonstrated strong operating leverage, increasing margins and consistent improvement in profitability while establishing itself as one of Uganda’s leading tertiary healthcare institutions
Beyond its impressive earnings profile, Victoria Hospital possesses two highly valuable structural advantages that significantly enhance its long-term investment attractiveness
The hospital currently enjoys a 10-year corporate income tax holiday effective until 30 June 2034, enabling it to retain substantially all of its operating profits during the tax holiday period. This is expected to result in significantly higher free cash flows, improved return on invested capital, accelerated reinvestment into expansion projects and enhanced long-term shareholder returns
Further, Victoria Hospital is a debt-free company, with no outstanding borrowings. The absence of financial leverage eliminates interest costs, enhances earnings quality, reduces financial risk and provides substantial borrowing capacity to support future expansion initiatives, should the Company choose to optimise its capital structure in the future
Increasing ownership to 99.81% aligns virtually the entire economic interest of Victoria Hospital with UniHealth shareholders while simplifying the Group’s ownership structure
The transaction is expected to generate multiple strategic benefits including consolidation of substantially all future earnings generated by Victoria Hospital, enhanced free cash flow generation through ownership of tax-efficient earnings, greater capital allocation flexibility across the Group, improved operational integration across India and East Africa, simplified governance and decision making, greater flexibility to undertake expansion and specialty healthcare investments and a stronger platform for regional growth across East Africa.
The acquisition further reinforces UniHealth’s differentiated positioning as an unique listed Indian healthcare company operating an integrated cross-border healthcare platform spanning India and East Africa
Strengthening UniHealth’s east African platform
East Africa continues to represent one of the world’s most attractive long-term healthcare markets, supported by favourable demographics, increasing healthcare expenditure, rising demand for specialised tertiary care and continued under-penetration of organised private healthcare infrastructure
Within this market, UMC Victoria Hospital has established itself as one of Uganda’s leading multispecialty tertiary healthcare institutions with a growing reputation for clinical excellence across advanced medical and surgical specialties
The hospital serves patients from Uganda as well as neighbouring countries including South Sudan, the Democratic Republic of Congo and Kenya, strengthening UniHealth’s regional healthcare franchise
The hospital’s financial growth–from revenues of ₹60.48 crore in FY 2023-24 to ₹115.27 crore in FY 2025-26, alongside EBITDA growth from ₹20.27 crore to ₹51.01 crore–demonstrates both the scalability of its business model and the significant long-term opportunities available within the East African healthcare market. Combined with its corporate tax holiday until June 2034 and debt-free balance sheet, Victoria Hospital represents an exceptional platform for long-term capital deployment and sustainable value creation.
Medical facilities & services
Near-complete ownership will enable UniHealth to accelerate investments in expansion of bed capacity, advanced medical technology, cardiology, neurosciences and oncology, diagnostic and surgical infrastructure, digital healthcare capabilities, clinical talent acquisition and regional referral network expansion across East Africa
The transaction therefore positions UniHealth to capitalise on the long-term structural growth opportunities emerging across the East African healthcare sector
Top of Form Dr Akshay Parmar, Managing Director, 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.
Victoria Hospital has delivered outstanding financial performance over the past three years, growing revenues from ₹60.48 crore to ₹115.27 crore while increasing Profit After Tax to ₹43.53 crore. Equally important, the hospital enjoys a corporate tax holiday extending until June 2034 and maintains a debt free balance sheet. These attributes significantly enhance free cash flow generation, provide exceptional financial flexibility and create an ideal platform for accelerated expansion across East Africa.
The transaction is expected to be materially earnings accretive, enhances the quality of our consolidated financial performance and provides greater strategic flexibility to pursue future investments across the region. Importantly, the acquisition has been structured through a share swap, enabling us to preserve capital while maintaining a strong balance sheet. We believe this transaction meaningfully strengthens UniHealth’s long-term growth platform and reinforces our disciplined approach towards capital allocation and shareholder value creation.”
Top of Form Dr Anurag Shah, Founder and Director, Unihealth Hospitals Limited, added,” UMC Victoria Hospital has developed into one of Uganda’s leading tertiary healthcare institutions through its unwavering commitment to clinical excellence, patient outcomes and ethical healthcare delivery. Its remarkable financial and operational progress over the past three years reflects the dedication of our medical professionals, management team and caregivers
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 while continuing to strengthen governance standards and operational excellence. The Company’s tax-efficient structure and debt-free balance sheet provide a strong foundation to pursue this expansion in a financially disciplined manner. We remain committed to expanding access to world-class healthcare across Uganda and the wider East African region.”
Creating Long-Term Shareholder Value
The proposed acquisition is consistent with UniHealth’s long-term strategy of building a scalable, integrated healthcare platform across high-growth emerging markets through disciplined capital allocation, operational excellence and strategic acquisitions
Victoria Hospital combines several highly attractive characteristics that are rarely found together in a healthcare asset:
- A proven record of sustained revenue and earnings growth;
- Industry-leading profitability and operating margins;
- A 10-year corporate tax holiday effective until 30 June 2034;
- A debt-free balance sheet;
- Significant opportunities for future capacity expansion.
Transaction timeline and approvals
The proposed preferential allotment of equity shares and acquisition are subject to approval of the shareholders of Unihealth Hospitals Limited, receipt of applicable statutory and regulatory approvals, including approvals under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, FEMA and other applicable laws, completion of customary closing conditions and such other approvals as may be required
The Company will make all necessary disclosures in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulatory requirements.PNN
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