Amber Enterprises Share Swap (October 18): IL JIN Buys Out Power-One and Ascent Circuits Minorities

Amber Enterprises used a quiet Sunday to tidy up its electronics business. In two filings on October 18, the company said its material subsidiary IL JIN Electronics had signed share swap agreements to buy out the remaining minority holders in two group companies: inverter and battery storage maker Power-One Micro Systems, and PCB maker Ascent Circuits. This Amber Enterprises share swap involves no cash at all. IL JIN pays in its own compulsorily convertible preference shares (CCPS), and both companies become wholly owned subsidiaries once the deals close.

What the Amber Enterprises share swap involves

The bigger of the two is Power-One. According to the company’s Regulation 30 disclosure on BSE, IL JIN already owns 60% of it. It will now pick up the remaining 1,75,680 equity shares, the balance 40% on a fully diluted basis, from four sellers. In return it will allot 1,76,000 CCPS A3 of face value ₹10, at an issue price of ₹10,000 each. Those are non-cumulative, non-participating 0.001% preference shares, so the sellers are not being paid a coupon worth talking about. They are being paid in future equity.

At the stated issue price, that works out to ₹176 crore of paper (our arithmetic: 1,76,000 × ₹10,000).

The Ascent Circuits deal is small by comparison. The NSE filing shows IL JIN holds 98.50% of Ascent and will buy the last 23,401 shares, or 1.50%, from one seller in exchange for 13,120 CCPS A2 at ₹10,000 each. That is about ₹13.1 crore at the issue price.

Neither deal needs any government or regulatory approval, and both are meant to close within 10 business days of signing.

What the two businesses bring

Power-One, a Bengaluru company set up in 1998, makes on-grid, off-grid and hybrid solar inverters, UPS systems, battery energy storage systems and EV chargers. Its turnover, as disclosed in the filing:

• FY26: ₹270.0 crore (₹27,001.50 lakh)
• FY25: ₹231.4 crore (₹23,144.51 lakh)
• FY24: ₹184.9 crore (₹18,487.25 lakh)

That is 16.7% growth in FY26 over FY25, and about 46% over two years. Ascent, also in Bengaluru, makes single-sided, double-sided, multi-layer and RF printed circuit boards for defence, medical, auto, telecom and data centre customers. Its FY26 turnover was ₹401.9 crore (₹40,187 lakh), up 23.6% from ₹325.2 crore in FY25.

The related-party angle

This is where we would slow down. Both deals are disclosed as related party transactions. Power-One’s sellers include its managing director, Mayasandra Ramanna Rajesh, and his spouse, plus Harsha Venkatesh, the son of a Power-One director, and a firm he directs. Amber says the terms are at arm’s length, but the filings don’t share a valuation report. If you want a refresher on what to check in such disclosures, our guide to related party transactions in results covers it.

A rough sense of price helps. If you scale the issue price up, the Power-One deal values the whole company at around ₹440 crore, roughly 1.6 times FY26 turnover. The Ascent deal implies about ₹875 crore, around 2.2 times. Those are our back-of-envelope figures, not company numbers, and a minority stake need not be priced the same way as control.

What it means for Amber shareholders

No new Amber shares are being issued; the paper is IL JIN’s. The catch is that the CCPS are compulsorily convertible, so the sellers will eventually own a slice of IL JIN itself. The filings don’t give the conversion terms, so we can’t size that dilution yet. The other side is simpler: Amber will consolidate 100% of Power-One’s and Ascent’s profits instead of sharing them with minority holders. The next quarterly numbers, read with the methods in our quarterly results guide, should show how much that matters. For a contrast, see how Zen Technologies paid cash for its Cogknit stake the day before.

Disclaimer: This article is for information and education only and is not investment advice. Please do your own research or consult a SEBI-registered adviser before making any investment decision.