Amber Enterprises India Limited announced a significant governance change within its material subsidiary, IL JIN Electronics (India) Private Limited. IL JIN executed an amendment to its Joint Venture Agreement with Stelltek Technologies Private Limited and Nexxbase Marketing Private Limited, effective February 15, 2026. This amendment grants IL JIN the right to appoint the majority of Directors on Stelltek’s Board, effectively resulting in Stelltek becoming a step-down subsidiary of Amber.
Acquisition of Control in Stelltek
Amber Enterprises India Limited has informed the exchanges regarding a major development concerning its material subsidiary, IL JIN Electronics (India) Private Limited (“IL JIN”). On February 15, 2026, IL JIN executed an Amendment Agreement to the Joint Venture Agreement originally dated September 18, 2023, involving Stelltek Technologies Private Limited (“Stelltek”) and Nexxbase Marketing Private Limited (“Noise”).
The core outcome of this amendment is that IL JIN has been granted the authority to nominate and appoint the majority of Directors on the Board of Stelltek. This change ensures that IL JIN exercises full control over Stelltek’s management and policy decisions, aligning with the definition of “Control” under the Companies Act, 2013.
Governance and Status Change
To effectuate this control, IL JIN is initiating the appointment of Mr. Sudhir Goyal (DIN: 01104230), who is also the Chief Financial Officer of Amber, as a Non-Executive Additional Director on Stelltek’s Board. Because of securing majority Board representation, Stelltek ceases to be a joint venture of IL JIN and is now deemed a subsidiary of IL JIN, making it a step-down subsidiary of Amber.
Crucially, this transaction involved obtaining control through board rights, and therefore, no issuance of shares or cash consideration was required.
Details of Target Entity (Stelltek)
Stelltek Technologies Private Limited was incorporated on December 26, 2023, and is engaged in the Manufacturing, assembling and designing of wearables and other smart electronics products. Its paid-up share capital stands at Rs. 10,00,000/-, with an authorized capital of Rs. 3,00,00,000/-. For the financial years 2023-2024 and 2024-2025, the turnover reported was 0 (Rs. in Lakh).
Rationale for the Acquisition of Control
The acquisition of control is intended to reinforce effective governance and ensure greater strategic alignment between Stelltek’s operations and the long-term business objectives of the Amber Group. This restructuring aims to enhance managerial oversight, streamline decision-making, and support the sustained growth and stability of Stelltek as an integral part of the Amber Group.
It is noted that IL JIN already held a 50% shareholding in Stelltek prior to this governance shift. The transaction is considered a related party transaction, and the rationale confirms it is aligned with enhancing governance.
Source: BSE
