BSEBoard Meeting2d ago · 23 Sept 2026, 04:28 pm
The Board of Directors of Shish Industries Limited, at its meeting held today, i.e. September 23, 2026, has, inter alia, considered and approved Composite Scheme of Amalgamation apart from other business matters
Shish Industries Ltd · 540693
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Shish Industries Ltd has approved a Composite Scheme of Amalgamation with its wholly-owned subsidiaries Shish Polylam Private Limited and Shish Global Solutions Private Limited, subject to regulatory approvals.
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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk6/10
Balance Sheet Risk4/10
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Market Sentiment5/10
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Shish Industries Ltd - 540693 - Board Meeting Outcome for Board Meeting Held On 23/09/2026 To Consider And Approve Composite Scheme Of Amalgamation
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Date: September 23, 2026
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001.
Dear Sir / Madam,
Sub: Outcome of the Meeting of The Board of Directors
Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“LODR Regulations”)
Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“LODR Regulations”), we hereby inform you that the Board of
Directors of Shish Industries Limited (“Company”), at its meeting held today, i.e. September 23, 2026,
has, inter alia, considered and approved the following matters:
1. Approval of Composite Scheme of Amalgamation
The Board of Directors has approved the Composite Scheme of Amalgamation (“Scheme”) for the
amalgamation of:
Shish Polylam Private Limited, a wholly-owned subsidiary of the Company (“Transferor
Company 1”); and
Shish Global Solutions Private Limited, a wholly-owned subsidiary of the Company (“Transferor
Company 2”),
(collectively referred to as the “Transferor Companies”) with and into Shish Industries Limited
(“Transferee Company”), pursuant to Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013, and the rules and regulations made thereunder.
The Scheme, inter alia, provides for the amalgamation of the Transferor Companies with and into
the Company, along with the consequential matters arising therefrom, in accordance with the
terms and conditions contained in the Scheme.
2. Related Approvals and Authorisations
The Board has approved and authorised all necessary actions, matters and documents incidental
and/or consequential to the Scheme, including making of the requisite applications, petitions
and/or filings before the Hon’ble National Company Law Tribunal (“NCLT”), the Ministry of
Corporate Affairs, Registrar of Companies, SEBI, Stock Exchanges and other statutory, regulatory
and governmental authorities, as may be applicable.
3. Statutory and Regulatory Approvals
The Scheme is subject to receipt of the necessary statutory, regulatory and other approvals, consents,
permissions and sanctions, as may be applicable, including the sanction of the Hon’ble National
Company Law Tribunal, Ahmedabad under Sections 230 to 232 of the Companies Act, 2013, and
such other approvals as may be required.
The details as required to be disclosed pursuant to the LODR Regulations read with SEBI Master
Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed
herewith as Annexure – A.
The meeting of the Board of Directors commenced at 03:00 p.m. and concluded at 04:00 p.m.
Kindly take the above information on your record.
Thanking you
For, Shish Industries Limited
Satishkumar Maniya
Chairman and Managing Director
DIN 02529191
Annexure A
Details as required to be disclosed as per the LODR Regulations read with SEBI’s Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
Name of the entity(ies) Transferor Companies:
forming part of the
Shish Polylam Private Limited (“Transferor Company 1”) and Shish
amalgamation/merger,
Global Solutions Private Limited (“Transferor Company 2”),
details in brief such as, size,
turnover etc. Both wholly owned subsidiaries of the Company.
Transferee Company: Shish Industries Limited (“Transferee Company”).
Details as of June 30, 2026 (Unaudited) on standalone basis:
(Rs. in Lakhs)
Shish Global
Shish Polylam Shish
Solutions
Particulars Private Industries
Private
Limited Limited
Limited
Paid up Capital 24.00 1.00 4,219.51
Net Worth 69.87 (329.51) 18,491.86
Total Income - (0.88) 3,588.09
Whether the transaction Transferor Companies are wholly owned subsidiaries of the Transferee
would fall within related Company and accordingly are related to each other. However, the
party transactions? If yes, proposed Scheme of Amalgamation does not fall within the purview of
whether the same is done at related party transactions pursuant to the clarification by the Ministry of
“arm’s length” Corporate Affairs, vide its General Circular No. 30/2014 dated July 17,
2014. Further, pursuant to Regulation 23(5)(b) of the LODR Regulations,
related party transaction provisions are not applicable to the said Scheme,
as the same is between the holding company and its wholly owned
subsidiaries.
Area of business of the Transferee Company is engaged in the business of comprehensive
entities industrial packaging product.
Transferor Company 1 is engaged in the business of Radiant Barrier,
Roof Underlayment, Paper PE / PP / EVA Lamination, Aluminum PE /
PP / EVA Lamination, Woven Fabric PE / PP / EVA Lamination,
nonwoven PE / PP / EVA Lamination and all kind of extrusion
lamination products.
Transferor Company 2 is engaged in the business of e-commerce and
online trading of home, office and construction-related products, and to
provide software, information technology and digital business solutions,
including online marketplaces, marketing, payment processing and
related services.
Rationale for amalgamation The proposed merger of the Transferor Company 1 and Transferor
/ merger Company 2 with the Transferee Company is undertaken with a view to
achieving, inter alia, the following objects and benefits:
1. Organisational Rationale. Consolidation of the business and
operations presently carried on through the Transferor Company 1
and Transferor Company 2 into a single corporate entity, thereby
simplifying the corporate structure of the Transferee Company and its
group, and reducing the number of legal entities, administrative
layers and attendant compliance costs.
2. Operational and Financial Synergies. Enabling the management of
the Transferee Company to exercise unified and more effective control
over the combined business, and achieving operational and financial
synergies by pooling financial, managerial, technological and
manpower resources, thereby eliminating duplication of overheads
and fixed costs and optimising profitability.
3. Enhanced Value, Competitiveness and Growth. Enabling the
Transferee Company to realise higher value from, and a stronger
competitive position on account of, its consolidated operations, and to
improve access to and management of the cash flows of the combined
business so as to support future growth and business opportunities.
4. Stakeholder and Employee Interest. Furthering the growth prospects
of the personnel and employees connected with the respective
Companies, which is, correspondingly, in the larger interest of the
public and other stakeholders of the Companies.
This Scheme does not, in any manner, adversely affect the rights or
interests of the shareholders or creditors of the Transferor Company 1,
Transferor Company 2 or the Transferee Company. As no new shares are
proposed to be issued by the Transferee Company pursuant to this
Scheme, the shareholding pattern and rights of its members, and the
capital structure of the Transferee Company, remain unaffected. This
Scheme does not constitute a compromise or arrangement with any
creditor of the Companies, and all Secured and Unsecured Creditors, as
applicable, shall continue to be paid in the ordinary course of business.
The net worth of the Transferee Company is, and shall remain, highly
positive upon this Scheme becoming effective. Accordingly, this Scheme
is beneficial to, and in the best interests of, the shareholders, creditors,
employees and other stakeholders of the Companies.
In case of cash Not applicable since the entire issued, subscribed and paid-up share
consideration – amount or capital of Transferor Company 1 and Transferor Company 2 is directly
otherwise share exchange held by Transferee Company. Upon the Scheme becoming effective, no
ratio shares of Transferee Company shall be allotted in lieu or exchange of the
holding in Transferor Company 1 and Transferor Company 2 and,
investment in the share capital of Transferor Company 1 and Transferor
Company 2,
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