Camlin Fine Sciences Receives GST Demand Order of ₹48.59 Lakh from Tax Authorities

Camlin Fine Sciences Limited has received a demand order from tax authorities regarding alleged GST compliance issues totaling ₹48.59 lakh. The company disclosed this development on December 31, 2025, in compliance with SEBI listing regulations.

Order Details and Financial Impact

The Assistant Commissioner from the Office of CGST & Central Excise, Division-IV, Palghar Commissionerate issued the order on December 30, 2025. The demand encompasses multiple components of tax liability and penalties.

Component	Amount (₹)	Details
CGST	22,61,630	Ineligible Input Tax Credit
SGST	22,61,630	Ineligible Input Tax Credit
IGST	3,35,409	Ineligible Input Tax Credit
Total ITC Demand	48,58,669	Primary tax liability
Interest	To be calculated	Under Section 50(1)
Penalty	50% of demand	Under Section 122(2)(b)

Nature of Alleged Violations

The order was issued under Section 74(9) of the CGST Act, 2017, concerning Input Tax Credit discrepancies. The tax authorities identified issues related to short or non-reversal of ITC for exempted, nil-rated, and non-GST supplies during financial years 2018-19 and 2019-20.

The violations specifically pertain to:

Discrepancies between ITC reversals shown in GSTR-3B returns
Actual ITC required to be reversed as declared in GSTR-9 annual returns
Non-compliance with Rule 42 and Rule 43 of CGST Rules, 2017

Company's Response and Business Impact

Camlin Fine Sciences has clarified that the tax demand will not materially impact its financial, operational, or other business activities. The company has examined the order thoroughly and is in the process of filing an appeal against the decision.

The disclosure was made pursuant to Regulation 30 and Schedule III of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, ensuring transparency with stakeholders regarding regulatory developments.

Next Steps

The company is preparing its legal response to challenge the order through the appropriate appellate channels. This approach indicates management's confidence in defending against the alleged violations and protecting shareholder interests.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-2.22%	-1.95%	-8.69%	-51.66%	+8.39%	+17.57%

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%.

Parameter:	Details
Acquisition Stake:	78.68%
Voting Rights:	75.06%
Deal Value:	₹101.70 crores
Share Price:	₹247.69 per share
Shares Allotted:	41,06,181 equity shares

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.

Ownership Structure:	Current	Post-Conversion
Share Capital:	78.68%	83.82%
Voting Rights:	75.06%	80.86%
New Shares from Conversion:	-	1,100,000

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:

Financial Metric:	FY 2025 (₹ Crore)	YoY Change
Revenue:	1,681.00	+14.39%
EBITDA:	222.60	+27.05%
Net Profit:	49.40	-6.79%
EPS (₹):	-8.03	+46.27%

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.