Camlin Fine Sciences Limited (CFS) has completed a strategic acquisition of a majority stake in Vinpai, a French ingredient technology company, marking a significant expansion into the European market for natural food additives and functional ingredients. The company has now announced an adjustment to the timeline for its mandatory tender offer for the remaining Vinpai shares.

Acquisition Details and Current Holdings

CFS has acquired a 78.68% stake in Vinpai through a share swap deal valued at ₹101.70 crores. The transaction involved the allotment of 41,06,181 equity shares of CFS at ₹247.69 per share to Vinpai's shareholders. Following the block acquisition completed on November 27, 2025, CFS holds 78.68% of Vinpai's share capital and 75.06% of its voting rights, exceeding the legal threshold of 50%.

Tender Offer Timeline Adjustment

CFS has announced a postponement of its mandatory tender offer filing for the remaining Vinpai shares. Originally scheduled to be filed by mid-December 2025, the simplified cash tender offer (OPAS) will now be filed by the end of February 2026 at the latest. The delay is attributed to time constraints in processing authorization requests under Indian regulations governing investments by Indian companies in foreign entities. The tender offer will be made at €3.60 per Vinpai share, the same price as the block acquisition.

Convertible Bonds Impact

The conversion of convertible bonds issued on October 20, 2025, will occur automatically by December 31, 2025. This conversion will result in the issuance of 1,100,000 new ordinary shares of Vinpai in favor of CFS. Following both the block acquisition and the convertible bonds conversion, CFS will hold 83.82% of Vinpai's share capital and 80.86% of its voting rights.

About Vinpai

Founded in 2011, Vinpai specializes in designing, manufacturing, and marketing functional ingredients based on algae, plants, minerals, and fibers. The company offers natural alternatives to chemical additives, catering to manufacturers in the food, cosmetics, and nutraceutical industries. Vinpai reported revenue of €9.2 million in 2024 and is listed on Euronext Growth Paris.

Financial Context

The acquisition comes at a time when CFS has been showing mixed financial results:

Strategic Outlook

CFS has indicated that if the number of Vinpai shares not tendered by minority shareholders represents no more than 10% of Vinpai's share capital and voting rights, it contemplates requesting the French Financial Markets Authority (AMF) to implement a mandatory squeeze-out procedure for Vinpai shares from the Euronext Growth market in Paris. This acquisition positions CFS to capitalize on the increasing global demand for natural and plant-based ingredients while expanding its European market presence.

Camlin Fine Sciences Limited , a leading manufacturer of specialty chemicals and blends, reported a revenue of Rs. 460.00 crores for the second quarter of fiscal year 2026, marking an 8.6% growth compared to the previous quarter. The company's performance was driven by increased volumes in trades, blends, and vanillin segments, despite facing realization pressures from US tariffs.

Key Highlights

• Revenue reached Rs. 460.00 crores, up 8.6% quarter-on-quarter
• EBITDA improved to Rs. 33.00 crores with a 7.27% margin
• Vanillin sales volume increased by 35% compared to the previous quarter
• Blends business grew by 8% in the quarter

Segment Performance

Vanillin Segment

The company reported a significant 35% increase in vanillin sales volume compared to the previous quarter. However, realizations were under pressure due to the 50% tariff imposed on Indian exports to the US. Camlin Fine Sciences is currently operating its vanillin plant at 50-60% capacity utilization.

Blends Business

The blends segment showed resilience with an 8% growth in the quarter. The company has strengthened its marketing team across regions, including the US, Brazil, Europe, and India, to support future growth in this segment.

Trades and Straights Business

The company experienced volume growth in its trades and straights business, particularly in TBHQ and BHA products. However, the segment faced realization pressure due to increased local competition in India.

Outlook

Camlin Fine Sciences provided guidance for the coming year:

1. Vanillin Sales: The company aims to achieve 4,000 tons of vanillin sales in the next fiscal year.
2. Blends Growth: Management expects the blends business to grow by 20% in the coming year.

Market Challenges and Strategies

The company faces challenges from US tariffs and channel inventory in both US and European markets. Management expects the destocking in the US to be completed by Q4 of this fiscal year and in Europe by Q1 of FY27.

To address these challenges and drive growth, Camlin Fine Sciences is:

1. Expanding its sales force, having added 31 new employees in the last quarter
2. Pursuing inorganic growth opportunities, with an acquisition in France expected to be completed soon
3. Focusing on optimizing capacity utilization to improve cost efficiency

Management Commentary

Nirmal Momaya, Managing Director, stated, "We are on track for the growth which we have been projecting in blends. For vanillin, we are good for the 2,500 tons target this year, and for blends, we are okay with the 18-20% growth we've been projecting."

Camlin Fine Sciences remains cautiously optimistic about its future prospects, balancing the challenges posed by global trade dynamics with strategic initiatives to drive growth across its key business segments.