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 , a prominent player in the fine chemicals industry, has announced an extension to the completion timeline for its proposed acquisition of a majority stake in Vinpai S.A. The new deadline is set for November 30, 2025, pushed back from the earlier target of September 30, 2025.

Reasons for the Delay

The company attributed the delay 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

According to the latest LODR (Listing Obligations and Disclosure Requirements) filing by Camlin Fine Sciences, the foreign sellers have successfully obtained their PANs. This development paves the way for the next phase of the acquisition process.

Upcoming Approvals

Camlin Fine Sciences is now seeking approval from its Board of Directors and shareholders to issue equity shares through preferential allotment. This issuance is intended 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. A subsequent update on June 25, 2025, had set the expected completion date as September 30, 2025.

Regulatory Compliance

The company has assured stakeholders that it is adhering to all necessary regulatory requirements. In its LODR filing, Camlin Fine Sciences stated that 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, were provided in their prior disclosure on February 24, 2025.

This extension in the acquisition timeline highlights the complexities involved in cross-border transactions, particularly when navigating regulatory requirements. As Camlin Fine Sciences progresses with its plans to acquire a majority stake in Vinpai S.A., investors and industry observers will be keenly watching for further developments in this strategic move.