Diginex Limited Announces Extraordinary General Meeting to Approve Share Capital Increase and Share Consolidation

Diginex (NASDAQ: DGNX) convened an Extraordinary General Meeting for April 13, 2026 to seek shareholder approval to increase authorized share capital and approve an 8-for-1 share consolidation reversing the 2025 bonus split.

Rhea-AI Summary

Diginex (NASDAQ: DGNX) convened an Extraordinary General Meeting for April 13, 2026 to seek shareholder approval to increase authorized share capital and approve an 8-for-1 share consolidation reversing the 2025 bonus split.

The proposals aim to adjust authorized shares to US$200,000 divided into 495,000,000 ordinary and 5,000,000 preferred shares and to help the company address Nasdaq minimum bid price compliance.

Positive

• Board seeks 8-for-1 share consolidation to adjust capital structure
• Authorized capital increased to US$200,000 providing headroom
• Measure intended to help regain compliance with Nasdaq bid rule

Negative

• Received Nasdaq notice for failing minimum $1.00 bid price
• Company faces possible delisting if compliance not regained by Sept 21, 2026

Argus Mar 30 session

-4.88% close to close Open Argus

Details

News Market Reaction – DGNX

On Mar 30, the first trading day after this news, DGNX closed 4.88% below the previous close.

Data tracked by StockTitan Argus for the Mar 30 session.

Key Figures

Authorized share capital: US$200,000 Ordinary shares authorized: 3,960,000,000 shares Preferred shares authorized: 40,000,000 shares +5 more

Authorized share capital

US$200,000

Proposed total authorized capital post-changes

Ordinary shares authorized

3,960,000,000 shares

Existing Ordinary Shares authorization before consolidation

Preferred shares authorized

40,000,000 shares

Existing Preferred Shares authorization before consolidation

Share capital increase

3,000,000,000 shares

Additional ordinary shares to be authorized

Share consolidation ratio

8-for-1

Every 8 existing shares consolidated into 1 share

Post-consolidation ordinary auth.

495,000,000 shares

Authorized ordinary shares after consolidation

Post-consolidation preferred auth.

5,000,000 shares

Authorized preferred shares after consolidation

Nasdaq compliance deadline

September 21, 2026

End of 180-day minimum bid price compliance period

Historical Context

5 past events · Latest: Mar 19

5 events

1. Mar 19

   Customer win

   24h Move

   -2.2%

   Doctolib selected Diginex’s Plan A platform for carbon management and reporting.

2. Feb 25

   Strategic deals

   24h Move

   +0.3%

   Announced $40M Resulticks alliance and Abu Dhabi sustainability commitments.

3. Feb 24

   ESG alignment

   24h Move

   -2.3%

   Joined Abu Dhabi Sustainable Finance Declaration to align with UAE climate disclosure.

4. Feb 20

   Revenue alliance

   24h Move

   -3.3%

   Four-year Resulticks reseller agreement targeting $40M and restructuring $8M payment.

5. Feb 19

   Reseller agreement

   24h Move

   +13.3%

   Signed Resulticks reseller deal targeting US$40M and outlining combination path.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

authorized share capital, par value, consolidation, minimum bid price requirement, +2 more

6 terms

authorized share capital financial

"Board also seeks approval of an increase in authorized share capital"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

par value financial

"Ordinary Shares of a par value US$0.00005 each"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

consolidation financial

"every eight (8) issued and unissued Existing Ordinary Shares be consolidated into one (1)"

Consolidation is a period when a stock’s price moves within a relatively narrow range, reflecting a balance between buyers and sellers after a prior rise or fall. It matters to investors because it often signals a pause before the next meaningful move — like a coiled spring — and helps with timing trades, setting risk limits and deciding whether momentum will resume upward or reverse downward.

View in glossary

minimum bid price requirement regulatory

"did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)."

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

reverse stock split financial

"including by effecting a reverse stock split, if necessary."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

nasdaq capital market regulatory

"Ordinary Shares may be delisted from The Nasdaq Capital Market."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• Board convenes EGM to approve an 8-for-1 share Consolidation, reversing the 1-for-8 bonus share split in September 2025, to ensure continued compliance with Nasdaq listing requirements
  
• Board also seeks approval of an increase in authorized share capital
  
• The share Consolidation and share capital increase expected to provide Diginex additional headroom for future corporate purposes, such as M&A

LONDON, March 27, 2026 (GLOBE NEWSWIRE) -- Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”), a leading provider of software that helps businesses and governments manage sustainability, regulatory, and supply chain data, today announced that its Board of Directors has resolved to convene an Extraordinary General Meeting of shareholders (the “EGM") to be held on Monday, April 13, 2026 at 10:00a.m. EST for shareholders of record as of the close of business on March 27, 2026.

At the EGM, the Company will seek shareholder approval to (1) increase the authorized share capital of the Company to US$200,000 divided into 3,960,000,000 Ordinary Shares of a par value US$0.00005 each (the “Existing Ordinary Shares”) and 40,000,000 preferred shares of US$0.00005 par value each (the “Existing Preferred Shares”), by the addition of 3,000,000,000 ordinary shares of a par value US$0.00005 each (the “Share Capital Increase”), and (2) effect a share Consolidation pursuant to which (a) every eight (8) issued and unissued Existing Ordinary Shares be consolidated into one (1) ordinary share of a par value of US$0.0004 each (the “Consolidated Ordinary Share”) where the Consolidated Ordinary Shares shall rank pari passu in all respects with each other and have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares (b) every eight (8) issued and unissued Existing Preferred Shares be consolidated into one (1) ordinary share of a par value of US$0.0004 each (the "Consolidated Preferred Shares") where the Consolidated Preferred Shares shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to par value) as the Existing Preferred Shares, (c) all fractional entitlements to the issued Consolidated Ordinary Shares and Consolidated Preferred Shares resulting from such share consolidation will not be issued to the shareholders of the Company, and instead, any fractional shares that would have resulted from the share consolidation will be rounded up to the next whole number, and (d) authorized share capital of the Company shall become US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preferred shares of a par value of US$0.0004 each (the “Share Consolidation” and collectively with the Share Capital Increase the “Authorized Share Capital Changes”). The Authorized Share Capital Changes shall take effect on the date to be determined by the board of directors of the Authorized Share Capital Changes will provide the Company sufficient headroom in its authorized share capital structure to provide the Company flexibility to support general corporate purposes and M&A.

The Authorized Share Capital Changes will not change the proportionate ownership interest of any shareholder and we do not expect it to materially effect the overall market capitalization of the Company. The Authorized Share Capital Changes should also enable the Company to comply with Nasdaq’s continued listing requirements, including the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

In connection with the Authorized Share Capital Changes, no fractional shares will be issued, rather all fractional shares will be rounded up to the next whole share.

Full details of the proposals to be presented to the Company’s shareholders, including any necessary amendments to the Company’s memorandum and articles of association, will be set out in the Notice of EGM and accompanying proxy materials, which will be distributed to shareholders in due course and filed with the U.S. Securities and Exchange Commission. The Company’s Ordinary Shares will continue to trade on Nasdaq under the symbol “DGNX”, and no action is required by shareholders at this time. Shareholders who hold their shares through a brokerage account will have their holdings automatically adjusted to reflect the Authorized Share Capital Changes upon their effective date. Registered shareholders will receive further instructions from the Company’s transfer agent.

The Company remains focused on executing its strategic priorities and advancing its long-term business objectives.

Receipt of Nasdaq Minimum Bid Price Letter

On March 23, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price per share for its ordinary shares, $0.00005 par value (“Ordinary Shares”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “DGNX.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of one hundred eighty (180) calendar days, or until September 21, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Ordinary Shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by September 21, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. However, in the event that the company is not permitted an additional grace period, the Company’s Ordinary Shares may be delisted from The Nasdaq Capital Market.

About Diginex

Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.

For more information, please visit the Company’s website: https://www.diginex.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. These include, but are not limited to, statements regarding the timing and outcome of the EGM, the implementation and expected effects of the proposed share consolidation, the Company’s ability to maintain compliance with Nasdaq’s listing requirements, and the Company’s strategic plans. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company’s filings with the SEC.

Diginex

Investor Relations
Email: ir@diginex.com

IR Contact – Europe
Jan Hutterer
Kirchhoff Consult
Phone: +49 (40) 609186-0
Email: diginex@kirchhoff.de

IR Contact – US
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the 8-for-1 share consolidation for DGNX and when will it take effect?

The 8-for-1 consolidation will convert every eight existing shares into one consolidated share. According to the company, the board will set the effective date after shareholder approval at the April 13, 2026 EGM and implement the consolidation thereafter.

How does the authorized share capital change affect DGNX shareholders?

The authorized capital will become US$200,000 with 495,000,000 ordinary shares and 5,000,000 preferred shares. According to the company, the changes will not alter proportionate ownership or materially affect market capitalization.

Why did Diginex (DGNX) receive a Nasdaq minimum bid price letter on March 23, 2026?

Nasdaq notified DGNX that its closing bid price was below $1.00 for 30 consecutive business days. According to the company, this creates a 180-calendar-day compliance period ending September 21, 2026 to regain the $1.00 minimum bid.

What happens if DGNX does not regain Nasdaq compliance by September 21, 2026?

If DGNX fails to meet the $1.00 bid requirement by September 21, 2026, it may request an additional 180-day grace period. According to the company, without relief the ordinary shares could be delisted from The Nasdaq Capital Market.

Will DGNX shareholders need to take action after the share consolidation and capital increase?

Shareholders do not need to act; holdings will be automatically adjusted if they hold shares via brokerage. According to the company, registered shareholders will receive instructions from the transfer agent once the changes are effective.

How will fractional shares be handled in Diginex's proposed consolidation (DGNX)?

No fractional shares will be issued; fractional entitlements will be rounded up to the next whole share. According to the company, any resulting fractional shares will be rounded up rather than issued as fractions.