LAHORE: The Lahore High Court has approved the merging of Confiz Limited with Systems Limited in what can be considered the last legal step towards the highly anticipated consolidation within Pakistan’s IT industry. According to the court decision, made on May 6, 2026, the merger will take effect as of January 1, 2026, in retrospect.
The company publicly disclosed this information to the Pakistan Stock Exchange on May 29, 2026. Pursuant to the Scheme of Arrangement, the whole undertaking of Confiz Limited shall become and vest in Systems Limited by operation of law without the need of any further act or deed. Confiz will dissolve without winding up once Systems allots shares to Confiz shareholders.
What Confiz Shareholders Receive
Systems will be distributing 57,578,420 fresh equity to Confiz shareholders, which is based on the Swap Ratio of about 0.9975 Systems shares per Confiz share. This will be based on income and market approach with the cut-off date being November 30, 2025.
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An objection was raised by the Securities and Exchange Commission of Pakistan regarding the ratio on account of its being below the independent valuation range of 1.00-1.08. The court rejected those objections. LHC held that shareholders not regulators are the best judges of commercial arrangements, and that over 99% of Systems members and 99.5% of Confiz members had already approved the scheme at their respective extraordinary general meetings. No creditor of either company filed any objection.
What the Merger Means for Systems
Systems Limited absorbs Confiz’s full customer base, contracts, and international subsidiaries as a going concern. The merged entity gains a larger asset base, operational synergies through consolidated finance, HR, and administration departments, and a single corporate and tax reporting structure. Confiz’s international customers, including those serviced through its subsidiaries, become part of Systems’ portfolio directly.
All permanent Confiz employees transfer to Systems on their existing terms and conditions of service. Systems also absorbs Confiz’s Employees Contributory Provident Fund through a parallel fund it establishes for the benefit of those employees.
Next Steps
Systems’ board will now fix a Record Date to determine the identities and share entitlements of Confiz shareholders. The company must allot shares within 15 days of notifying members of that date, and credit CDC accounts within a further 15 days. The court has directed Systems to submit a certified copy of the order to SECP under Sections 279(3) and 282(7) of the Companies Act, 2017.
Systems Limited trades on the Pakistan Stock Exchange and maintains offices in Lahore, Dubai, Riyadh, and Sydney.
