Camlin Fine Sciences Limited, a well-known name in the specialty chemicals and food antioxidants industry, has made a formal announcement regarding the extension of the timeline for its previously announced acquisition of Vinpai S.A., a strategic overseas investment. This update comes in continuation of the company’s earlier disclosure made on February 24, 2025, under the applicable provisions of Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The original timeline for the completion of the acquisition, as per the terms of the Share Purchase Agreement (SPA), was on or before June 30, 2025. However, the company has now informed the BSE Limited and the National Stock Exchange of India Limited that the timeline for this acquisition has been mutually extended to on or before September 30, 2025.

This extension in the timeline has been necessitated due to certain procedural delays on the part of the Sellers, who are foreign nationals. The sellers are currently in the process of securing mandatory regulatory documentation, which includes obtaining a Permanent Account Number (PAN) and opening a demat account. These steps are essential prerequisites for the preferential allotment of shares as laid out in Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Despite this delay in the equity acquisition process, Camlin Fine Sciences has made progress toward fulfilling its investment obligations. The company has already invested €3.3 million in Vinpai by subscribing to listed secured convertible bonds issued by the latter. Initially, these bonds were structured to mature within six months from their date of issuance. However, considering that the acquisition process is still ongoing, the maturity date has now been mutually extended to October 25, 2025.

This bond subscription signifies Camlin Fine Sciences’ strategic intent and commitment towards the Vinpai acquisition. By providing this interim financial backing, the company ensures that the transaction structure remains viable while allowing time for compliance with regulatory prerequisites.

The investment and acquisition are aligned with Camlin Fine Sciences’ long-term business goals, especially in expanding its footprint in the functional ingredients and natural antioxidants segment. Vinpai S.A., being a player in these specialized sectors, presents a valuable opportunity for vertical and geographic integration.

From a regulatory standpoint, the company emphasized that all relevant disclosures, as required under SEBI’s Listing Regulations and Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, have already been made in the original communication on February 24, 2025.

The delay, while procedural in nature, is not expected to derail the strategic intent of the acquisition. Rather, it reflects the complexities involved in cross-border transactions, especially where foreign nationals are required to comply with Indian regulatory formalities. In this case, the requirement for a PAN and demat account are not just procedural norms but statutory mandates under Indian securities law, specifically to enable the preferential allotment of equity shares under the SEBI ICDR Regulations.

The extension of bond maturity is a calculated step to safeguard the financial instruments involved, ensuring that neither party faces undue legal or financial risk while the acquisition process is regularised. Such a move also provides confidence to shareholders and investors that the transaction is progressing in a structured and compliant manner.

From a capital market perspective, the announcement is significant. It provides clarity to institutional and retail investors tracking Camlin Fine Sciences stock, especially those following its inorganic growth strategy. This acquisition, once completed, is expected to strengthen the company’s product portfolio and enhance its European market presence.

It is worth noting that Camlin Fine Sciences Limited, listed on both BSE (Scrip Code: 532834) and NSE (Symbol: CAMLINFINE), has been actively pursuing global growth strategies through strategic acquisitions and investments. The Vinpai acquisition is a part of this broader roadmap to augment capabilities, scale production, and diversify market access.

The company’s management, through this communication, has ensured transparency and regulatory compliance, which are essential attributes of governance in the current corporate landscape. This update reinforces Camlin Fine Sciences’ focus on maintaining open communication with its stakeholders, including stock exchanges, shareholders, and regulatory bodies.

Going forward, the successful completion of this acquisition will depend on the timely procurement of documentation by the Sellers and completion of the preferential allotment process. Once this is accomplished, Camlin Fine Sciences is expected to integrate Vinpai’s capabilities into its existing operational and strategic framework.

In conclusion, Camlin Fine Sciences Limited’s disclosure dated June 25, 2025, marks a timely update on a critical acquisition, offering clarity to its stakeholders. By extending the acquisition timeline to September 30, 2025, and the maturity of €3.3 million convertible bonds to October 25, 2025, the company has taken proactive steps to align regulatory requirements with its business strategy. This move showcases financial prudence, legal compliance, and strategic foresight, all of which are vital as the company continues to evolve as a global specialty chemicals leader.

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