Camlin Fine Sciences Limited has received Indian regulatory approvals for its proposed acquisition of a majority stake in French company Vinpai S.A. The approval, granted on November 18, 2025, comes with an adjusted timeline for the completion of the transaction.

Shareholder Approval and Offer Details

The company announced that shareholders have overwhelmingly approved the transaction, with 99.99% of votes in favor. The acquisition is set to proceed at a price of EUR 3.60 per share.

Revised Timeline

Following the regulatory approval, Camlin Fine Sciences has adjusted its acquisition timeline:

• Allotment of consideration shares is now scheduled by November 30, 2025
• Filing of the simplified tender offer is planned for mid-December 2025

This new schedule represents a shift from the earlier target completion date of September 30, 2025, which was announced in a previous update on June 25, 2025.

Reasons for the Earlier Delay

The initial delay was attributed to documentation requirements for foreign sellers involved in the transaction. Specifically, the foreign national sellers needed to obtain Permanent Account Numbers (PANs), a prerequisite for preferential allotment under Securities and Exchange Board of India (SEBI) regulations.

Progress and Next Steps

With the regulatory approvals now in place and the timeline adjusted, Camlin Fine Sciences is moving forward with the next phases of the acquisition process. The company is likely to proceed with the issuance of equity shares through preferential allotment as payment for acquiring the majority stake in Vinpai via a share swap arrangement.

Background of the Acquisition

The proposed acquisition was initially disclosed on February 24, 2025, when Camlin Fine Sciences executed a Share Purchase Agreement (SPA) with certain significant shareholders of Vinpai, including its founders.

Regulatory Compliance

Camlin Fine Sciences has assured stakeholders that it is adhering to all necessary regulatory requirements. The company has been providing relevant details as mandated under Regulation 30 of the SEBI Listing Regulations, read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

As Camlin Fine Sciences progresses with its plans to acquire a majority stake in Vinpai S.A., investors and industry observers will be watching for further developments in this strategic move. The successful navigation of regulatory approvals marks a significant milestone in this cross-border transaction, setting the stage for the final phases of the acquisition process.

Camlin Fine Sciences Limited has announced a crucial board meeting scheduled for September 29, 2025, to deliberate on a significant strategic move. The company is set to consider issuing equity shares through preferential allotment as part of a share swap arrangement, aiming to acquire a majority stake in Vinpai S.A.

Key Highlights

• Board Meeting Date: September 29, 2025
• Purpose: To consider and potentially approve the issuance of equity shares via preferential allotment
• Acquisition Target: Majority stake in Vinpai S.A.
• Method: Share swap arrangement
• Approval Process: Subject to shareholder approval through postal ballot

Trading Window Closure

In compliance with regulatory requirements, Camlin Fine Sciences has implemented a trading window closure:

• Closure Period: September 24, 2025, until 48 hours after the board meeting concludes
• Applicable to: Insiders, designated persons, and their immediate relatives

Background and Regulatory Compliance

The upcoming board meeting is a continuation of Camlin Fine Sciences' strategic plans, following previous disclosures made in February and June 2025 regarding the Vinpai acquisition. The company has emphasized that the proposed preferential issue for the share swap will be conducted in accordance with:

• The Companies Act, 2013, and its associated rules
• Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
• Other applicable laws and regulatory approvals

Shareholder Approval Process

If the board approves the proposal, Camlin Fine Sciences intends to initiate a postal ballot process to seek shareholder approval for the preferential issue related to the share swap. This step underscores the company's commitment to transparent corporate governance and shareholder engagement in major strategic decisions.

Market Implications

The proposed acquisition of a majority stake in Vinpai S.A. through a share swap arrangement could potentially strengthen Camlin Fine Sciences' market position and expand its operational capabilities. Investors and market analysts will be closely watching the outcome of the September 29 board meeting and the subsequent shareholder approval process.

Stakeholders are advised to stay tuned for further updates and official announcements from the company regarding the progress of the Vinpai acquisition and its potential impact on Camlin Fine Sciences' future growth trajectory.