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 , a key player in the Indian chemical sector, has successfully completed the postal ballot process for the re-appointment of its Independent Director, with shareholders overwhelmingly approving the proposal with official results now confirmed.

Postal Ballot Results

The postal ballot voting concluded on December 13, 2025, with shareholders approving the re-appointment of Mr. Mahabaleshwar G. Palekar as Non-Executive Independent Director for a second five-year term. The official voting results demonstrate exceptional shareholder confidence in the leadership decision.

Director Re-appointment Details

Mr. Mahabaleshwar G. Palekar (DIN: 02455892) has been re-appointed as Non-Executive Independent Director for a second term of five consecutive years, commencing from December 24, 2025, to December 23, 2030. The appointment was processed through remote e-voting facility provided by National Securities Depository Limited (NSDL).

Category-wise Voting Breakdown

The detailed voting results across different shareholder categories show strong support across all segments:

Voting Process and Compliance

The postal ballot process was conducted in accordance with Section 108 of the Companies Act, 2013, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. S.J. Ranade, Partner of JHR Associates, served as the scrutinizer for the voting process and submitted the official scrutinizer report on December 15, 2025.

Corporate Governance Initiatives

The overwhelming approval of Mr. Palekar's re-appointment reflects strong shareholder confidence in the company's leadership and governance structure, supporting Camlin Fine Sciences' long-term strategic objectives. The company continues to maintain high standards of corporate governance with transparent voting processes and comprehensive disclosure requirements.