### Strategic Pivot: From Financial Services to Renewable Energy Leadership Following a transformative change in management in **2023**, the company has executed a radical strategic pivot. Originally established as a commodity brokerage and financial services firm, it has transitioned into a high-growth **Renewable Energy** powerhouse. This evolution is being solidified through a formal **Scheme of Amalgamation** with **U R Energy (India) Private Limited**, a specialist in Solar EPC. The company is currently rebranding as **U R Energy (India) Limited** to align its corporate identity with its new core mission: providing end-to-end solar solutions across residential, commercial, and utility scales. --- ### The Amalgamation: Creating a Vertically Integrated Energy Major The merger between the listed entity and **U R Energy** is the cornerstone of the company’s growth strategy, designed to eliminate overlapping costs and consolidate a massive technical and customer footprint. | Entity | Role in Merger | Key Assets & Capabilities | | :--- | :--- | :--- | | **Jhaveri Credits and Capital Ltd** | Transferee (Listed) | Trading infrastructure, import-export licenses, and capital market access. | | **U R Energy (India) Pvt Ltd** | Transferor (EPC Specialist) | **150+ MW** installed capacity; **15,000+** customers; global parent network of **180,000** clients. | **Key Merger Terms & Structural Changes:** * **Appointed Date:** The merger is effective from **April 1, 2024**. * **Share Exchange Ratio:** Shareholders of the transferor company receive **253** fully paid-up equity shares of Jhaveri Credits for every **500** shares held in U R Energy. * **Capital Expansion:** The **Authorized Share Capital** has been increased to **INR 18.50 Crores** (**1.85 Crore equity shares** at **INR 10** par value). * **Valuation Benchmarks:** U R Energy was valued at **INR 215.91** per share (Income Approach), while Jhaveri Credits was valued at **INR 426.71** per share (Market Approach). --- ### Core Business Verticals & Service Ecosystem The company operates a diversified portfolio that spans manufacturing, engineering, and international trade. #### 1. Solar EPC & Renewable Services The company manages the full lifecycle of renewable energy projects, including **Solar, Wind, and Hybrid** systems. * **Capabilities:** Site consultation, detail engineering, procurement, prototyping, and long-term maintenance. * **Infrastructure Focus:** Tailored solutions for **Industrial Factories, Hotels, Resorts, and Government Departments**. * **Technical Edge:** Utilization of **Tier 1** solar panels and high-quality inverters, supported by digital tracking via mobile apps. #### 2. Manufacturing & Trading A robust supply chain focused on electronic components and green technology. * **Solar Components:** Sourcing and distribution of panels, inverters, and specialized cables. * **Consumer Electronics:** A broad range of **LED Lights** (Smart, Emergency, Decor), fans, home appliances, and personal care products. * **Alternative Energy Sourcing:** Specialized procurement support for **biomass, solid waste, and by-product gas** systems. #### 3. Engineering & Technical Publications Beyond hardware, the company provides high-value intellectual services: * **Hardware/Software Solutions:** Electrical and electronics engineering for global industries. * **Validation:** Rigorous testing and validation services for industrial components. --- ### Operational Footprint & Human Capital The company’s scale is supported by a significant technical workforce and international certifications. * **Installation Base:** Over **150 MW** of cumulative solar installations across India. * **Workforce:** A professional team exceeding **500** personnel, including a core technical group of **100+ engineers**. * **Quality Standards:** Operations are governed by **ISO 9001, ISO 14001, and OHSAS 18001** certifications. * **Global Reach:** Post-merger, the company has integrated international operations, specifically **URE LLC-USA**. --- ### Financial Performance & Capital Structure The financial profile reflects a transition phase characterized by rising profitability and aggressive capital infusion. **Standalone Financial Summary:** | Metric (INR in Lakhs) | FY 2024-25 (Unaudited) | FY 2023-24 (Audited) | FY 2022-23 (Audited) | | :--- | :---: | :---: | :---: | | **Total Income** | **2,332.12** | **2,641.73** | **1,180.00** | | **Profit After Tax (PAT)** | **241.00** | **161.00** | **82.00 (PBT)** | | **EBITDA** | **336.91** | **275.32** | — | **Key Financial Observations:** * **Profitability Growth:** While revenue saw a slight decline in the most recent period, **PAT grew by 49.6%** YoY in FY25, driven by cost discipline. * **Preferential Allotment:** The company raised significant capital by allotting **25,22,636 equity shares** at **INR 285** per share (including a **INR 275 premium**). * **Convertible Warrants:** **5,00,000 warrants** were issued at **INR 285**; conversion will bring the diluted equity share capital to **INR 9,48,59,360**. * **Investment Portfolio:** Holds quoted and unquoted equity shares valued at approximately **INR 262.76 Lakhs**. --- ### Governance & Leadership Transition The leadership structure has been overhauled to support the industrial pivot: * **Mr. Ghanshyambhai Hargovindbhai Engineer:** Appointed as **Managing Director** for a 5-year term (effective April 2026). * **Mr. Vishnukumar Vitthaldas Patel:** Transitioned to **Chairman and Non-Executive Director**, focusing on strategic oversight. * **Group Synergy:** The board approved a limit of up to **INR 100 Crores** for loans and guarantees to group entities to facilitate operational liquidity. --- ### Risk Framework & Mitigation The company manages a complex risk profile arising from its legacy business and the current merger. **1. Regulatory History:** * **SEBI Scrutiny:** The company previously faced issues regarding **incorrect shareholding disclosures** (2011–2023) and **Minimum Public Shareholding (MPS)** non-compliance. * **Legacy Exit:** In **March 2023**, the company surrendered its Self-Clearing Membership and had its registration for the National Spot Exchange cancelled as it exited the "fit and proper" criteria for brokerage. **2. Operational & Market Risks:** * **Integration Risk:** The success of the pivot depends on the seamless merger of **U R Energy** systems and the retention of its **15,000+** customer base. * **Related Party Exposure:** Significant transactions with entities like **Praveg Limited** (up to **INR 45 Crores**) and **Abhik Advertising** (up to **INR 25 Crores**) are monitored for arm’s length compliance. **3. Financial Risk Profile:** | Risk Category | Exposure / Mitigation | | :--- | :--- | | **Interest Rate Risk** | **Zero**; no significant bank borrowings currently held. | | **Foreign Currency Risk** | **Zero**; no current exposure to forex fluctuations. | | **Credit Risk** | Low; primary receivables are from regulated exchanges. | | **Debt Status** | Not a wilful defaulter; only debt is a secured **Car Loan**. |