The agreement was executed with Ms. Manju Thomas (the Seller), Mr. Mampra Chacko Thomas, and Ascent Circuits Private Limited, a step-down subsidiary of Amber Enterprises.

Nature of the Event

The purpose of the agreement is for IL JIN to acquire the remaining 1.50% equity stake it does not already own in Ascent Circuits, making it a wholly-owned subsidiary. The transaction is structured as a share swap, meaning no cash consideration is involved.

Transaction Details

  • IL JIN will acquire 23,401 equity shares of Ascent Circuits, representing 1.50% of its equity share capital on a fully diluted basis.
  • As consideration, IL JIN will issue and allot 13,120 Compulsorily Convertible Preference Shares (CCPS A2) to the seller, Ms. Manju Thomas.
  • The CCPS A2 have a face value of ₹10 each and are being issued at a price of ₹10,000 per share (including a premium of ₹9,990 per share).

Shareholding and Corporate Structure

  • Pre-transaction, IL JIN held a 98.50% shareholding in Ascent Circuits.
  • Post-completion of this acquisition, IL JIN will hold 100% of the equity share capital of Ascent Circuits.
  • Consequently, Ascent Circuits will become a wholly-owned subsidiary of IL JIN and, by extension, of Amber Enterprises India Limited.

Significant Terms of the Agreement

The agreement contains customary terms and conditions for a transaction of this nature, including representations, warranties, indemnities, and covenants. It does not confer any special rights like board appointments or rights to restrict changes in capital structure.

Related Party Transaction

  • The transaction constitutes a Related Party Transaction because IL JIN (the purchaser) and Ascent Circuits (the target) are part of the same group, and the seller, Ms. Manju Thomas, is a related party.
  • The company has stated that the transaction is being undertaken on an arm's length basis.
  • Ms. Manju Thomas is a shareholder of Ascent Circuits, and Mr. Mampra Chacko Thomas is a director of Ascent Circuits.

Details of the Target Entity: Ascent Circuits Private Limited

  • Incorporation Date: 1st February 1999
  • Business: A leading manufacturer of Printed Circuit Boards (PCBs), including Single Sided, Double Sided, Multi-Layered, and RF PCBs. It caters to industries such as Aerospace & Defence, Medical, Energy, Automotive, Telecom, and Consumer Electronics. The company also exports its products.
  • Financials:
  • Authorized Share Capital: ₹2,50,00,000 (25,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹1,56,00,000 (15,60,000 equity shares of ₹10 each)
  • Turnover:
  • FY 2025-2026: ₹40,187 lakh
  • FY 2024-2025: ₹32,517 lakh
  • FY 2023-2024: ₹26,320 lakh

Other Disclosures

  • Governmental Approvals: No governmental or regulatory approvals are required for this acquisition.
  • Completion Timeline: The transaction is scheduled to be completed no later than 10 business days from the execution date of the agreement (18th October 2026), or on another date mutually agreed upon in writing.
  • The disclosure was made in accordance with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January 2026.

The intimation has been signed by Konica Yaadav, Company Secretary and Compliance Officer of Amber Enterprises India Limited.

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