Optiemus Infracom-Nothing JV: 51.1% stake in 2026

Overview of the board decision

Optiemus Infracom said its board approved a binding term sheet with Nothing Electronics Private Limited on September 22, 2026, to set up a joint venture focused on CMF products. The proposed venture is aimed at the commercialisation and sale of CMF consumer electronics, starting with mobile phones and associated sub-assemblies. The filing frames the step as an expansion of the existing Optiemus-Nothing partnership, moving from collaboration to a dedicated JV structure.

The announcement is notable because it sets out a majority ownership plan for Optiemus in the JV and spells out governance and transaction classification points. The term sheet is described as binding, but the equity acquisition is subject to conditions precedent and definitive agreements.

What the binding term sheet covers

The binding term sheet outlines the creation of a new joint venture entity for the commercialisation and sale of CMF products. It specifically mentions mobile phones and sub-assemblies as part of the initial scope. The stated intent is to create a structured vehicle that can take CMF products to market in India through an agreed operating and ownership framework.

Optiemus Infracom also positioned the partnership as a step toward building India’s first end-to-end R&D smartphone capability, covering areas such as design, camera, software, and connectivity. The term sheet is presented as the formal document that anchors this planned expansion.

Equity structure: Optiemus to hold 51.1%

Under the terms disclosed, Optiemus Infracom will initially acquire 51.1% of the equity share capital of the proposed JV company at face value. This would give Optiemus a controlling stake at the start, subject to completion requirements.

The company clarified that the stake purchase and JV formation remain contingent on conditions precedent and execution of definitive agreements. In practical terms, that indicates the binding term sheet is the framework, while final transaction documentation will determine incorporation, subscriptions, and operationalisation.

Governance: one director each

The proposed JV includes a board composition provision. Optiemus and Nothing will each appoint one director as their respective nominees upon formation of the entity.

This structure, as described, creates a simple governance model at inception, with representation from both partners. The disclosure does not provide additional details on reserved matters, voting thresholds, or management roles, beyond the director nomination arrangement.

Products in scope: CMF phones and sub-assemblies

The stated purpose of the proposed JV is the commercialisation of CMF products, including mobile phones and sub-assemblies. The repeated reference to components and sub-assemblies indicates the venture is designed to cover more than finished devices, aligning with broader electronics supply and manufacturing ecosystem objectives.

The market snapshot accompanying the disclosure describes the objective as commercialisation and sale of CMF consumer electronic products, beginning with mobile phones and related components.

Transaction classification: not a related party deal

Optiemus Infracom stated that the transaction is not classified as a related party transaction. This point matters for investors because related party deals can carry additional compliance requirements and governance scrutiny. By classifying it as not a related party transaction, the company signals that the JV is structured as an external strategic partnership.

Background: earlier Optiemus-Nothing JV entity in 2025

The September 2026 term sheet sits against a backdrop of earlier JV moves disclosed by Optiemus. The company previously informed stock exchanges that the Ministry of Corporate Affairs approved the incorporation of The Factory Private Limited (TFPL), its joint venture with Nothing, on December 19, 2025. Optiemus disclosed that it held a 65% stake in that entity.

Disclosures around TFPL noted the initial paid-up capital at ₹1.00 lakh, with a share structure of 10,000 equity shares at ₹10 each. Optiemus’ investment was described as 6,500 equity shares at ₹10 each, consistent with the 65% stake. The TFPL communications also referred to a binding term sheet signed earlier in 2025 as a precursor to the incorporation process.

Investment and employment commitments cited in prior disclosures

Separate disclosures around the Optiemus-Nothing partnership have referred to the partners jointly investing over $100 million over the next three years and creating more than 1,800 jobs in India. They also referenced Nothing’s cumulative investment of over $100 million in India to date.

Those figures were presented in the context of manufacturing Nothing and CMF products in India and positioning India as a key base for CMF operations, including R&D and manufacturing. The September 2026 term sheet announcement focuses on commercialisation and governance, while these earlier figures provide context on the broader scale of the partnership described in filings.

Key facts at a glance

What investors may track next

The company has indicated that the JV and the 51.1% stake acquisition are subject to conditions precedent and the execution of definitive agreements. For shareholders, the key next milestones are likely to be the signing of final agreements and formal formation of the JV entity.

Investors may also watch for additional disclosures on the operating model and how the JV interacts with earlier structures such as TFPL, given that Optiemus has already disclosed a separate JV incorporation with Nothing in December 2025. Any subsequent exchange filings would be the primary source for confirmation of timelines, final equity subscription details, and implementation steps.

Conclusion

Optiemus Infracom’s September 22, 2026 board approval for a binding term sheet with Nothing Electronics sets up a proposed joint venture to commercialise CMF products in India, with Optiemus planning an initial 51.1% stake. The term sheet also outlines a two-nominee board structure and states the transaction is not a related party deal. The next concrete step, as indicated, is completion of conditions precedent and execution of definitive agreements before the JV stake acquisition is implemented.