The National Company Law Tribunal (NCLT) Mumbai has issued a notice for a hearing scheduled on February 7, 2026, concerning a significant corporate restructuring involving four companies through a scheme of amalgamation.

Corporate Restructuring Details

The amalgamation involves three transferor companies merging into one transferee company. The petition was filed jointly under Sections 230 to 232 of the Companies Act, 2013, and received admission from the NCLT Mumbai on January 7, 2026.

Registered Office and Legal Framework

All four companies maintain their registered office at the same address: Knowledge House, Shyam Nagar, Off Jogeshwari Vikhroli Link Road, Jogeshwari (E), Mumbai - 400060, Maharashtra, India. This common registered office location suggests operational synergies that may be driving the proposed amalgamation.

The scheme falls under the provisions of Sections 230-232 of the Companies Act, 2013, which govern arrangements and amalgamations. The legal proceedings are being handled by Ahmed Chunawala & Co., advocates for the petitioners, whose office is located at Commerce House, Nagindas Master Road, Mumbai.

Hearing Process and Stakeholder Participation

The tribunal has set February 7, 2026, as the date for hearing the amalgamation petition. Stakeholders wishing to support or oppose the petition must provide notice to the petitioner's advocates at least two days before the hearing date.

Interested parties can obtain copies of the petition from the petitioner's advocates upon payment of prescribed charges. The notice was dated January 22, 2026, providing stakeholders with adequate time to review the proposal and prepare their positions.

Legal Compliance and Documentation

The petition follows the standard legal framework for corporate amalgamations in India. The scheme requires approval from the NCLT under the Companies Act, 2013, ensuring that the interests of shareholders, creditors, and other stakeholders are protected throughout the process.

The amalgamation represents a consolidation within what appears to be a group of related companies operating in the food and beverages sector, given their business activities suggested by their corporate names and the common registered office address.

Systematix Corporate Services Limited announced its unaudited financial results for the quarter and nine months ended December 31, 2025, along with significant board changes during its meeting held on January 21, 2026.

Standalone Financial Performance

The company's standalone performance showed mixed results for Q3FY26. Total income declined to ₹1,489.44 lakhs compared to ₹2,618.96 lakhs in Q3FY24, representing a decrease of 43.14%. Revenue from operations, comprising interest income and sale of services, totaled ₹1,473.02 lakhs versus ₹2,598.46 lakhs in the corresponding quarter last year.

Despite lower revenues, the company maintained profitability with net profit of ₹456.51 lakhs, though this represented a 64.63% decline from ₹1,290.70 lakhs in Q3FY24. The profit before tax stood at ₹599.55 lakhs after accounting for exceptional items of ₹9.51 lakhs related to the one-time impact of new Labour Codes.

Nine-Month Performance

For the nine months ended December 31, 2025, the company demonstrated stronger performance with total income of ₹7,246.42 lakhs compared to ₹5,291.37 lakhs in the corresponding period last year. Net profit for the nine-month period reached ₹2,853.78 lakhs versus ₹2,158.37 lakhs, showing growth of 32.23%.

Consolidated Results

On a consolidated basis, the company reported total income of ₹3,383.64 lakhs for Q3FY26 compared to ₹4,891.49 lakhs in Q3FY24. The consolidated net profit was ₹68.80 lakhs against ₹1,857.88 lakhs in the previous year quarter. The consolidated results include performance from subsidiaries and joint ventures across merchant banking, financing, and equity trading segments.

Board Leadership Changes

The board approved significant leadership transitions effective January 21, 2026. Mr. Sampath Kumar Kangeyam Venkatakrishnan resigned as Non-Executive Independent Director, citing pre-occupation and other personal commitments. The company confirmed there were no material reasons for the resignation beyond those stated.

Mr. Vijaykumar Gautam was appointed as Additional Non-Executive Independent Director based on the Nomination and Remuneration Committee's recommendation. He is a 1987 batch Indian Administrative Service officer with extensive experience in government administration, having served as Additional Chief Secretary to the Government of Maharashtra.

Committee Reconstitution

Following the board changes, both the Audit Committee and Nomination and Remuneration Committee were reconstituted. The new composition includes Mr. Rakesh Mehta as Chairman, Mr. Ganesh Ramanathan as Member, and Mr. Vijaykumar Gautam as Member, replacing the outgoing director.

Employee Stock Option Scheme

The company's ESOP 2025 scheme, approved at the Annual General Meeting on September 19, 2025, shows progress with 720,530 options outstanding as of December 31, 2025. The scheme allows for up to 68,26,901 stock options for eligible employees, with 7,43,908 options initially granted and 23,378 options lapsed due to non-acceptance.

Regulatory Matters

The consolidated results note ongoing regulatory proceedings involving subsidiary Systematix Commodities Services Private Limited, whose SEBI registration was cancelled but remains stayed by the Securities Appellate Tribunal. The company continues operations while assisting investigation agencies and maintains its going concern status.