Shish Industries proposes merger without issuing new shares

Shish Industries Limited has proposed absorbing Shish Polylam Private Limited and Shish Global Solutions Private Limited with an appointed date of April 1, 2026, without issuing shares or other securities. Shish Industries reported FY2026 operating revenue of Rs 123.2612 crore, while the two wholly owned transferor units reported different results, including a Rs 35.8437 lakh pre-tax loss at Shish Global Solutions.

What does Shish Industries propose under the scheme?

Shish Industries proposes to amalgamate Shish Polylam and Shish Global Solutions into itself, subject to the scheme's terms and applicable law, with April 1, 2026 specified as the appointed date. The National Company Law Tribunal, Ahmedabad, recorded the joint application under Sections 230 to 232 of the Companies Act, 2013, in its order pronounced on October 31, 2026.

Shish Polylam, incorporated on April 14, 2021, operates in radiant barriers, roof underlayment, paper polyethylene, polypropylene and ethylene vinyl acetate lamination, aluminium lamination and extrusion-lamination products. Shish Global Solutions, incorporated on August 5, 2022, operates e-commerce and online trading in home, office and construction products, along with software, information-technology and digital-business services including marketplaces, marketing and payment processing.

Shish Industries, incorporated on May 11, 2017, is the transferee company and operates in industrial packaging products. The applicants said the scheme is intended to consolidate businesses in one entity, reduce legal entities and administrative layers, and lower compliance costs. They also cited the planned pooling of financial, managerial, technological and manpower resources and the removal of duplicate overheads and fixed costs.

Why will Shish Industries not issue new shares?

Shish Industries will not issue new shares because it holds the entire equity capital of both transferor companies, directly or through nominees. The application therefore proposes no share-exchange ratio and no allotment of shares or other securities to the shareholders of Shish Polylam or Shish Global Solutions.

Shish Polylam had authorised equity capital of Rs 25 lakh and issued, subscribed and paid-up equity capital of Rs 24 lakh as of August 31, 2026. Shish Global Solutions had authorised as well as issued, subscribed and paid-up equity capital of Rs 1 lakh. The filing says neither unit's capital changed after August 31, 2026 and up to the application date.

Shish Industries had authorised equity capital of Rs 53 crore and issued, subscribed and paid-up equity capital of Rs 42.195059 crore as of August 31, 2026. Its capital had not changed up to the application date. The filing separately disclosed 8,11,42,550 fully convertible equity warrants outstanding when its board approved the scheme, each potentially converting into one Rs 1 face-value equity share upon the applicable payment and approvals.

How did the transferor units perform in FY2026?

Shish Polylam generated higher operating revenue than Shish Global Solutions in the financial year ended March 31, 2026, and reported a profit before tax. Shish Polylam recorded operating revenue of Rs 162.5532 lakh and profit before tax of Rs 38.3592 lakh, whereas Shish Global Solutions recorded Rs 36.1068 lakh of operating revenue and a pre-tax loss of Rs 35.8437 lakh.

The comparison shows that Shish Polylam had more than four times the operating revenue of Shish Global Solutions and a different pre-tax outcome. Shish Polylam reported other income of Rs 5.7753 lakh, while Shish Global Solutions reported Rs 4.2466 lakh. The filing identifies the former as a laminates-related business and the latter as an e-commerce and digital-services business.

Shish Industries reported FY2026 operating revenue of Rs 123.2612 crore, other income of Rs 6.906 crore and profit before tax of Rs 12.287 crore. These figures were materially larger than those of either transferor company, which reported combined operating revenue of Rs 198.66 lakh in the same year.

What creditor protections and approvals are required?

Shish Industries says the scheme is not a compromise or arrangement with creditors, and that secured and unsecured creditors will continue to be paid in the ordinary course of business. The applicants also stated that no winding-up, insolvency-resolution or liquidation proceeding was pending against any of the three companies when their authorised signatory swore the supporting affidavit dated September 25, 2026.

As of August 31, 2026, Shish Polylam had one secured creditor owed Rs 1.6914889 crore and one unsecured creditor owed Rs 2.4485138 crore. Both creditors provided consent affidavits, and the tribunal dispensed with their meetings. Shish Global Solutions had no secured creditor and one unsecured creditor owed Rs 3.5220999 crore, whose consent similarly resulted in dispensation of a meeting.

Shish Industries had two secured creditors owed Rs 21.9929144 crore as of August 31, 2026, and both gave consent affidavits, allowing their meeting to be dispensed with. It also had 226 unsecured creditors owed Rs 63.9907172 crore, for whom a meeting was directed. KPCM & Co., the statutory auditor of Shish Industries, certified on September 23, 2026 that the accounting treatment proposed under the scheme conformed with standards prescribed under Section 133 of the Companies Act.

When will Shish Industries shareholders vote on the scheme?

Shish Industries equity shareholders are scheduled to consider the scheme on December 15, 2026 at 10.30 a.m. through video conferencing or other audio-visual means. The tribunal directed the meeting because Shish Industries had 28,853 equity shareholders as of August 31, 2026, unlike the transferor companies, where shareholder meetings were dispensed with because their equity was held by Shish Industries and its nominees.

The tribunal's October 31, 2026 order gave directions for meetings and dispensations rather than final sanction of the amalgamation. It said its observations were prima facie and would not prejudice consideration at the final-sanction stage after the reports and representations required by law are received. Shish Industries had placed proof on record of filing the draft scheme with BSE Limited on October 29, 2026 under Regulation 37(6) of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015.

Conclusion

The proposed amalgamation would bring Shish Polylam's lamination-related activities and Shish Global Solutions' e-commerce and digital-services operations into Shish Industries without merger-related dilution or a change in its capital structure. The disclosed FY2026 figures show differing profiles at the two units: Shish Polylam earned Rs 38.3592 lakh before tax, while Shish Global Solutions reported a pre-tax loss of Rs 35.8437 lakh.

The next disclosed event is the December 15, 2026 virtual meeting for Shish Industries' 28,853 equity shareholders, alongside the directed meeting process for its 226 unsecured creditors. Final implementation remains subject to the statutory process and later tribunal sanction, while the 8,11,42,550 outstanding warrants remain separately convertible under their stated terms.