Key Transaction Details

  • Agreement Date: 18th October 2026
  • Parties Involved:
  • Purchaser: IL JIN Electronics (India) Limited (Material Subsidiary of Amber Enterprises)
  • Sellers: Mr. Ramanna Rajesh Mayasandra (Seller-1), Mr. Harsha Venkatesh (Seller-2), Dwaith Advisory Private Limited (Seller-3), Mrs. Doddabidere Honappa Veena (Seller-4)
  • Target: Power-One Micro Systems Private Limited (Step-down subsidiary of Amber Enterprises)

Transaction Structure

  • Acquisition: 1,75,680 equity shares of Power-One representing 40% equity stake on fully diluted basis
  • Consideration: Share swap arrangement - issuance of 1,76,000 Compulsorily Convertible Preference Shares (CCPS A3) by IL JIN to Sellers
  • CCPS Details: Face value ₹10 each, issue price ₹10,000 per CCPS A3 (including premium of ₹9,990 per CCPS A3)
  • Share Allocation to Sellers:
  • Mr. Ramanna Rajesh Mayasandra: 1,27,810 shares
  • Mr. Harsha Venkatesh: 34,120 shares
  • Dwaith Advisory Private Limited: 11,000 shares
  • Mrs. Doddabidere Honappa Veena: 2,750 shares

Ownership Impact

  • Current Holding: IL JIN holds 60% shareholding in Power-One
  • Post-Transaction: IL JIN will hold 100% equity share capital of Power-One
  • Result: Power-One becomes wholly-owned subsidiary of IL JIN and Amber Enterprises

Related Party Status

  • Transaction Type: Related party transaction
  • Relationship Details:
  • Mr. Mayasandra Ramanna Rajesh serves as Managing Director of Power-One
  • Mrs. Doddabidere Honappa Veena is spouse of Mr. Mayasandra Ramanna Rajesh
  • Mr. Harsha Venkatesh is Director of Dwaith Advisory Private Limited and son of Mr. Venkateshamurthy (Director of Power-One)
  • Arm's Length Basis: Transaction is being undertaken on arm's length basis

Target Company Details (Power-One Micro Systems)

  • Incorporation: 30th March 1998 under Companies Act 1956
  • Business: Manufacturing of solar inverters (on-grid, off-grid, hybrid), UPS, Battery Energy Storage Systems (BESS), EV chargers and other power & energy solutions
  • Capital Structure:
  • Authorized Share Capital: ₹50,00,000 (5,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹43,92,000 (4,39,200 equity shares of ₹10 each)
  • Financial Performance:
  • FY 2025-2026 Turnover: ₹27,001.50 lakh
  • FY 2024-2025 Turnover: ₹23,144.51 lakh
  • FY 2023-2024 Turnover: ₹18,487.25 lakh

Transaction Rationale

  • Simplify and consolidate Power-One's shareholding structure
  • Strengthen IL JIN's ownership and control over Power-One
  • Cash-efficient acquisition through share swap mechanism

Regulatory Aspects

  • Approvals: No governmental or regulatory approvals required
  • Completion Timeline: Within 10 business days from execution date (18th October 2026) or other agreed date
  • SEBI Circular Reference: HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January 2026

Additional Information

  • Agreement contains customary terms including representations, warranties, indemnities, covenants and conditions precedent/subsequent
  • No details provided regarding nominee directors or potential conflict of interest
  • Disclosure available on company website: www.ambergroupindia.com

#Tags #AmberEnterprises #ShareSwap #RelatedPartyTransaction #SEBIDisclosure #M&A