Systematix Corporate Services Limited has submitted a regulatory disclosure under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations, confirming the absence of any new encumbrances on its equity shares for the financial year ended March 31, 2026.

Regulatory Disclosure Details

The disclosure was filed on April 01, 2026, by promoter Nikhil Khandelwal on behalf of the company's promoter and promoter group. The submission was made under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, addressing both BSE Limited and National Stock Exchange of India Limited.

Declaration Statement

The formal declaration states that during the financial year ended March 31, 2026, the promoter and promoter group did not create or make any encumbrance, directly or indirectly, on the equity shares of the company. The disclosure specifically notes that this excludes encumbrances already disclosed to stock exchanges.

Promoter Group Composition

The disclosure includes a comprehensive list of the promoter group members and persons acting in concert. The promoter group structure encompasses both corporate and individual entities associated with the Khandelwal family.

Compliance and Transparency

This disclosure represents part of the company's ongoing compliance with SEBI regulations regarding substantial shareholding and takeover norms. The SAST regulations require promoters to disclose any encumbrances on their shareholding to maintain transparency in the capital markets. The filing confirms the company's adherence to regulatory requirements and provides stakeholders with updated information on the promoter group's shareholding status.

Systematix Corporate Services Limited has implemented an amended Code of Conduct for Prevention of Insider Trading, effective from April 29, 2026. The comprehensive regulatory framework establishes procedures for the prevention of insider trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 and related securities laws.

Key Definitions and Scope

The code defines several critical terms governing insider trading compliance. A "Connected Person" includes anyone who has been associated with the company during the six months prior to the code's effective date, directly or indirectly, in any capacity that allows access to unpublished price sensitive information. This category encompasses directors, officers, employees, relatives, holding companies, intermediaries, investment companies, stock exchange officials, mutual fund trustees, bankers, and entities where directors or their relatives hold more than ten per cent interest.

"Designated Persons" include promoters, directors, key managerial personnel, employees up to two levels below the CEO or Managing Director, all secretarial division employees, the head of information technology and employees up to two levels below, the CFO and two levels below, and employees of material subsidiaries designated based on their functional role or access to unpublished price sensitive information.

Trading Framework and Pre-clearance Requirements

The code establishes detailed procedures for trading in the company's securities. Designated Persons and their immediate relatives must pre-clear transactions when the trading window is open if the value of proposed trades aggregates to Rs. 5,00,000 or more in any calendar month. Pre-clearance applications must be submitted in the prescribed form to the Compliance Officer, accompanied by an undertaking confirming no access to unpublished price sensitive information.

Designated Persons must execute orders within one week after approval and file deal details within two days of execution. Contra trades are prohibited for six months following any transaction, except for trades pursuant to exercise of stock options. Designated Persons are also prohibited from taking positions in derivative transactions in the company's securities at any time.

Trading Window and Trading Plans

The trading window remains closed during the period commencing from the end of quarter or half year, as applicable, until 48 hours after the announcement of financial results. The Compliance Officer may also close the trading window when designated persons can reasonably be expected to possess unpublished price sensitive information.

Insiders may formulate trading plans for trading in securities, subject to approval by the Compliance Officer and public disclosure. Trading plans cannot commence earlier than 120 calendar days from public disclosure and must specify parameters including trade value or number of securities, nature of trade, specific date or time period not exceeding five consecutive trading days, and optional price limits.

Reporting and Disclosure Requirements

The code mandates comprehensive reporting requirements. Every person appointed as key managerial personnel, director, or promoter must disclose holdings within seven days of appointment. Continual disclosure is required when the value of securities traded in any calendar quarter exceeds Rs. 10,00,000, with disclosures made within two trading days of the transaction. Designated Persons must also disclose holdings within fifteen days from the end of each financial year.

The Compliance Officer must disclose transactions to all stock exchanges where the company is listed within two trading days of receiving intimation. All declarations must be maintained for a minimum period of five years. The Board must ensure a structured digital database is maintained containing the nature of unpublished price sensitive information and names of persons sharing or receiving such information, preserved for not less than eight years after completion of relevant transactions.

Compliance and Enforcement

The Compliance Officer, reporting to the Chairman of the Audit Committee and the Board, is responsible for monitoring adherence to rules, maintaining records, and implementing the code. The Audit Committee shall review compliance at least once annually. Violations of the code may attract disciplinary action including wage freeze, suspension, recovery, termination, and ineligibility for future participation in employee stock option plans. Any amounts collected under penalty provisions shall be remitted to SEBI for credit to the Investor Protection and Education Fund.

The code includes protection against retaliation for employees who voluntarily provide information to SEBI regarding alleged violations of insider trading laws or who assist in SEBI investigations. The framework will be reviewed at least annually or when regulatory changes necessitate amendments.