People

Codex View

The People

Governance grade: B because promoter ownership and disclosed executive pay are reasonably aligned, but related-party capital flows and SME-level disclosure exemptions keep governance risk above average.

The People Running This Company

This is still a tightly controlled founder system: two promoters plus one executive drive operations, while only two of five directors are independent. The independent bench has relevant domain depth, but succession depth is not yet obvious beyond the promoter core.

What They Get Paid

Pay looks restrained for the current scale: executive director pay rose modestly and remains a small share of FY25 consolidated profit. One caveat is that the MD is also paid at a subsidiary from July 1, 2025, so investors should track consolidated promoter remuneration in FY26 disclosures.

Are They Aligned?

Alignment is mixed, not broken. Promoters are economically exposed and have funded via warrants at a fixed premium price, but the governance burden is now around capital discipline and related-party execution transparency.

Board Quality

The board has relevant skills, and independent directors chair key committees, but structural independence is still limited at 40%. A practical governance limitation is disclosure depth: as an SME-listed entity, the company stated on April 8, 2026 that quarterly Regulation 27(2) corporate-governance reporting is not required.

The Verdict

Letter grade: B.

The strongest positives are promoter skin-in-the-game, modest disclosed pay levels, and independent directors holding chair roles in core committees. The real concerns are large related-party funding envelopes versus company scale, rising working-capital stress, and lower governance-disclosure intensity typical of SME listing rules.

Most likely upgrade trigger: two reporting cycles of cleaner cash conversion and tighter related-party deployment disclosure. Most likely downgrade trigger: material increase in related-party exposure without proportional profitability and cash-flow improvement.

Claude View

Governance grade: B-. A founder-led SME with high promoter ownership (69%) and minimal pay, but weak board independence, complex multi-country related-party structures, and limited institutional oversight raise meaningful governance risk for a company of this size and complexity.

The People Running This Company

Unihealth is led by two co-founders – both MBBS graduates from the same medical college who incorporated the company in 2010. The operational split is clear: Dr. Akshay Parmar runs India operations and financial strategy from Mumbai, while Dr. Anurag Shah relocated to Kampala in 2017 to oversee the Africa business.

Both founders are first-generation entrepreneurs with no prior corporate track record outside Unihealth. Dr. Parmar handles all earnings calls single-handedly and demonstrates solid knowledge of the business, providing specific numerical targets and discussing competitive dynamics candidly. Dr. Shah's absence from investor calls is notable, though his on-ground presence in Uganda is cited as a key operational advantage.

The company has only 21 employees on its standalone payroll, underscoring how lean (or thin) the management bench is for a ₹705 Cr market-cap company expanding across multiple countries.

What They Get Paid

Pay is exceptionally modest. Dr. Akshay Parmar earns ₹60 lakhs per year – for a company generating ₹58 Cr in consolidated revenue. That is 1.2% of revenue and 4.8% of PAT. Dr. Anurag Shah draws zero remuneration and zero sitting fees, despite being the operational head of the Uganda business.

Dr. Parmar also draws remuneration from subsidiary UMC Hospitals Private Limited (effective July 2025), approved by shareholders via special resolution. The dual pay arrangement is disclosed but the subsidiary pay amount is not publicly detailed.

Independent directors received only ₹2.20 lakhs total in sitting fees (down from ₹4.30 lakhs prior year). At these levels, sitting fees are tokenistic and unlikely to attract high-caliber independent board talent.

Are They Aligned?

Ownership and control: Promoters hold 69.14% with a slight upward trend over two years. Zero FII holding and minimal DII presence (0.75%) reflect the SME exchange nature – the stock is essentially held by promoters and retail. There is no promoter pledging, which is a positive signal.

Insider activity: As an SME-listed company, insider trading disclosures are limited. No insider selling has been reported. Promoter holding has marginally increased from 68.80% to 69.14%, suggesting minor buying activity.

Dilution: The company issued warrants that were converted to equity shares at ₹151/share (face value ₹10 + premium ₹141). This warrants issuance to promoters/connected parties is a standard SME practice, though it modestly diluted minority shareholders.

Related-party transactions – the key governance question:

The company sought shareholder approval at the FY25 AGM for three material RPTs totaling up to ₹80 Cr annually. This is significant against consolidated revenue of ₹58 Cr. The RPTs primarily fund subsidiary operations (India hospital expansion via UMC Hospitals Pvt Ltd and Africa operations) and involve loans to entities where the promoters are common directors.

The corporate structure is complex for a ₹705 Cr SME: subsidiaries in India, Mauritius, Tanzania, and Uganda, plus associates in Uganda and Nigeria. The Mauritius holding company adds a layer that is standard for cross-border operations but reduces transparency. The promoters extended personal loans to the company (₹442 lakhs in FY24 from Dr. Parmar's family, being repaid in FY25), which suggests the founders have put personal capital at risk alongside shareholders.

Capital allocation: No dividends have been paid, which is appropriate given the expansion phase. Free cash flow is constrained by high receivables (₹112 Cr in Q2 FY26), primarily from the Ugandan military's 9-12 month payment cycle.

Skin-in-the-game score: 7/10. High ownership (69%), zero pledge, zero selling, and personal loans to the company are strong positives. The complex subsidiary structure with material RPTs and operating primarily through African entities where direct oversight is difficult are negatives that prevent a higher score.

Board Quality

Board composition: 5 members, of which 2 are independent. This meets minimum SME listing requirements, but the board is effectively promoter-controlled. The two independent directors were both appointed post-IPO (May 2023 onwards), have limited tenure, and received negligible sitting fees.

Committee quality: Audit Committee meets only 3 times per year (minimum compliance), chaired by Mrs. Riddhi Javeri. The Nomination and Remuneration Committee met only twice. For a company expanding rapidly across Africa and India, these meeting frequencies are inadequate.

Missing expertise: The board lacks anyone with deep Africa operating experience (outside the promoters themselves), large-scale hospital chain management, or independent financial/audit expertise. Given that 80%+ of revenue comes from Uganda and involves government receivables, independent expertise in African regulatory and political risk would be valuable.

Auditor: G.P. Kapadia & Co., Chartered Accountants. Audit fee increased from ₹9.11 lakhs to ₹15.45 lakhs (70% increase), which is proportionate to business growth. The secretarial auditor is M/s. Parikh & Associates.

The Verdict

Strongest positives:

Promoters hold 69% with zero pledge and zero selling. Director pay is genuinely frugal at ₹72 lakhs total. The founders have put personal capital into the company through loans. Dr. Parmar communicates candidly on earnings calls, providing specific targets and addressing investor concerns directly.

Real concerns:

The multi-country corporate structure (India, Mauritius, Uganda, Tanzania, Nigeria) is complex for a ₹705 Cr SME with 21 standalone employees. Material RPTs of up to ₹80 Cr annually flow through this structure. The board has only 5 members with 2 independent directors meeting infrequently. There is no visible succession plan. ₹82 Cr in receivables from the Ugandan military creates concentration risk that the board should be independently monitoring. No dividend has ever been paid despite growing profits.

What would cause an upgrade:

Adding 1-2 genuinely independent directors with relevant expertise (Africa operations, hospital chains), increasing board and committee meeting frequency, initiating a dividend, or moving from NSE SME to the mainboard with enhanced governance requirements.

What would cause a downgrade:

Evidence of RPTs not at arm's length, promoter share dilution at below-market prices, further expansion of the subsidiary maze without proportional governance improvement, or defaults/writeoffs on the Ugandan military receivables.