Camlin Fine Sciences Limited (CFSL) has issued a corrigendum to its postal ballot notice dated September 29, 2025, providing additional clarifications requested by the BSE and NSE regarding a proposed preferential issue of equity shares. This move comes as part of CFSL's strategic acquisition of a majority stake in French company Vinpai.

Key Details of the Preferential Issue

CFSL plans to issue 41,06,181 equity shares at ₹247.69 per share as consideration for acquiring a 78.68% stake in Vinpai through a share swap arrangement. The total consideration for the acquisition is €98.03 million, equivalent to approximately ₹101.71 crore.

Vinpai: A Strategic Acquisition

Vinpai, founded in 2011, is an 'ingredien'tech' company specializing in algae, plant, mineral, and fiber-based functional ingredients. The company offers natural alternatives to chemical additives for the food, cosmetics, and nutraceutical industries. In 2024, Vinpai generated revenues of €9.2 million, with over 70% from exports to more than 36 countries.

Share Swap Details

The following table outlines the share swap arrangement:

Impact on Shareholding

Post-issue, the new shareholders from Vinpai will collectively hold 2.10% of CFSL's expanded share capital. The promoter and promoter group holding is expected to decrease slightly from 49.08% to 47.08%, while public shareholding will increase from 50.92% to 52.92%.

Strategic Rationale

The acquisition of Vinpai is expected to enhance CFSL's product offerings, fostering innovation and competitiveness in the global market. It opens up new product ranges in the natural space and provides access to exciting markets, potentially leading to expansion of revenues and margins.

Regulatory Compliance

CFSL has obtained a valuation report from Sundae Capital Advisors Private Limited, an independent registered valuer, to comply with SEBI regulations. The company has also granted members who have already voted an opportunity to update their votes based on the additional information provided in the corrigendum, with submissions accepted until October 29, 2025.

This strategic move by Camlin Fine Sciences Limited represents a significant step towards expanding its presence in the natural ingredients market, potentially strengthening its position in the global food and nutraceutical industry.

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.