Diginex Limited Signs MOU to Acquire Resulticks for US$2bn, transforming AI and Data Management Capabilities

Rhea-AI Summary

Diginex Limited (NASDAQ: DGNX) has signed an MOU to acquire Resulticks, an AI-driven customer engagement and data management solutions provider, for $2 billion. The deal structure includes $1.4 billion in Diginex shares at $72/share with a 12-18 month lock-up, $100 million in cash payable within 90 business days post-closing, and up to $500 million in earnout shares based on EBITDA thresholds for FY2026-2028. Resulticks, headquartered in Singapore with global operations, specializes in omnichannel client engagement automation using AI and big data analytics. The acquisition aims to enhance Diginex's data management and AI capabilities, particularly in sustainability and compliance solutions. This move follows Diginex's recent MOU to acquire Matter DK ApS, positioning the company as a leader in data-driven sustainability solutions.

Positive

• Strategic acquisition valued at $2 billion strengthens Diginex's market position in AI and data management
• Resulticks brings established operations across US, India, Singapore, and Middle East, expanding global presence
• Deal structure includes significant earnout potential tied to growing EBITDA targets ($100M in FY2026 to $325M in FY2028)
• Integration enhances Diginex's capability to provide real-time, AI-driven sustainability and compliance solutions
• Acquisition follows recent MOU with Matter DK ApS, showing strategic expansion in sustainability data analytics

Negative

• Substantial share dilution with $1.4 billion in new shares being issued at $72 per share
• Significant cash payment of $100 million required within 90 business days of closing
• Integration risks between different technology platforms and global operations
• Extended lock-up period of 12-18 months for issued shares

Insights

Financial Analyst

Diginex's $2B Resulticks acquisition adds immediate profitability, AI capabilities, and potential future growth, though implementation risks remain.

Diginex's $2 billion acquisition of Resulticks represents a transformative strategic move that significantly expands the company's technological capabilities while immediately strengthening its financial position. The deal structure is particularly noteworthy, with $1.4 billion paid in shares at $72 per share (with a 12-18 month lock-up), $100 million in cash within 90 days of closing, and an earnout of up to $500 million tied to ambitious EBITDA targets through 2028.

The earnout structure reveals Resulticks' significant projected growth trajectory, with EBITDA thresholds escalating from $100 million in FY2026 to $325 million in FY2028 - a 225% increase over just two years. This performance-based approach aligns the acquired company's incentives with Diginex's long-term success while protecting against overpayment.

By explicitly stating this will "strengthen our balance sheet and profitability," Diginex signals that Resulticks is already generating substantial positive cash flow. The acquisition transforms Diginex from a pure sustainability RegTech player into a more diversified data management and AI solutions provider, potentially opening new revenue streams and market opportunities beyond ESG compliance.

The integration of Resulticks' real-time data capabilities with Diginex's blockchain and machine learning platforms creates potential synergies in delivering more comprehensive sustainability solutions. However, investors should note that successful integration of technologies and corporate cultures will be critical to realizing the projected value, particularly given the ambitious EBITDA targets outlined in the earnout structure.

Technology Strategy Expert

This acquisition represents a significant strategic pivot for Diginex beyond its sustainability RegTech foundation. The company is making a calculated bet on two critical technology trends: data orchestration and AI-driven personalization.

The language in the announcement is particularly revealing: "As the application layer of tech becomes increasingly commoditized, data and AI are emerging as the true engines of differentiation." This signals Diginex's recognition that proprietary algorithms alone won't create sustainable competitive advantage - the real value lies in data assets and AI capabilities that transform that data into actionable intelligence.

Resulticks brings several technological capabilities that complement Diginex's existing stack: their omnichannel engagement platform, AI-driven analytics, and most notably, their "Genie" agentic framework for real-time ESG intelligence. This technology stack will allow Diginex to move beyond static sustainability reporting toward dynamic, personalized sustainability insights delivered at the point of decision-making.

The strategic rationale extends beyond technology enhancement to business model evolution. By integrating Resulticks' customer engagement capabilities, Diginex can potentially transform sustainability data from a compliance cost center into a revenue-generating customer engagement tool - "turning ESG data into actionable insights" that drive business value rather than just regulatory compliance.

When viewed alongside the recently announced Matter DK ApS acquisition, a clear pattern emerges: Diginex is systematically acquiring the technological building blocks to create an end-to-end sustainability intelligence platform spanning data collection, analysis, and activation. This positions the company to potentially dominate the intersection of sustainability and customer engagement - a relatively uncontested market space with significant growth potential.

LONDON, June 05, 2025 (GLOBE NEWSWIRE) -- Diginex Limited (“Diginex” or the “Company”) (Nasdaq: DGNX), a leading provider of Sustainability RegTech solutions, today announced the signing of a Memorandum of Understanding (“MOU”) for a cash and share acquisition of Resulticks, a globally recognized leader in real-time, AI-driven customer engagement and data management solutions. This strategic move will significantly enhance Diginex’s capabilities in advanced data management and artificial intelligence, further solidifying its position as a pioneer in data-driven client solutions.

The MOU values Resulticks at $2 billion which will be paid for in three tranches:

(1) $1.4 billion in Diginex ordinary shares valued at $72 per share and subject to a 12-18 month lock-up, which shares will be issued at closing of the transaction;

(2) $100 million in cash that is payable within 90 business days of the closing of the transaction; and

(3) an earnout of up to $500 million payable in Diginex ordinary shares valued at $72 per share and paid in 3 independent tranches subject to Resulticks attaining at least 75% of the below audited EBITDA threshold figures:

			Earnout Amount		Accounting Period			EBITDA Threshold
	a.		$166,666,666		FY2026			$100,000,000
	b.		$166,666,667		FY2027			$200,000,000
	c.		$166,666,667		FY2028			$325,000,000
	* Resulticks shall receive a pro rated portion of the Earnout Amount provided Resulticks achieves between 75% and 100% of the EBITDA Threshold.

Resulticks, headquartered in Singapore with operations across the United States, India, Singapore, and the Middle East, is renowned for its omnichannel client engagement automation platform. The platform leverages AI and big data analytics to deliver personalized customer experiences, enabling businesses to orchestrate seamless engagement across digital and physical touchpoints. We believe that by integrating Resulticks’ cutting-edge technology, Diginex will enhance its ability to provide comprehensive data-driven sustainability solutions, thereby empowering organizations to meet evolving regulatory requirements and stakeholder expectations with greater precision and efficiency.

We expect the Resulticks platform will enable Diginex to deliver hyper-personalized insights to stakeholders in real time, while also expanding into new verticals where advanced data orchestration and enrichment can unlock value across compliance, supply chain intelligence, and risk analytics solutions. As the application layer of tech becomes increasingly commoditized, data and AI are emerging as the true engines of differentiation, those who own, enrich, and activate data at speed will define the next generation of market leaders. This is where Diginex wishes to position itself with Resulticks and future acquisitions.

“We are thrilled to announce this business combination with Resulticks, a company that shares our values and commitment to harnessing advanced technology for transformative impact,” said Miles Pelham, Chairman & Founder of Diginex. “This acquisition will strengthen our balance sheet and profitability, as well as significantly deepening our expertise in AI and data management, enabling us to deliver unparalleled insights and solutions to our clients. By combining Resulticks’ real-time data capabilities with our blockchain and machine learning-driven sustainability platforms, we are poised to redefine how organizations navigate sustainability and compliance challenges."

“This partnership represents a fusion of two purpose-driven platforms,” said Redickaa Subrammanian, Co-Founder and CEO of Resulticks. “Through Genie, our agentic framework, we’re helping Diginex unlock real-time ESG intelligence and optimize engagement at every stage of the customer lifecycle. At the same time, we’re bringing their sustainability solutions to our global customer base. Together, we’re unlocking activation, attribution, and ROI visibility — helping brands operate smarter and sustain long-term growth in a data-driven world.”

“AI doesn’t just optimize ESG. It transforms it into a customer engagement engine,” said Daxsan RB, Co-Founder and CIO of Resulticks. “ESG is no longer just about compliance; it’s a competitive lever to deepen customer relationships. By turning ESG data into actionable insights, brands can deliver hyper-personalized engagement — like carbon footprint transparency for eco-conscious buyers — while real-time analytics build trust through verifiable sustainability claims. Leaders who integrate these tools first will define the next era of brand loyalty. This isn’t just reporting, it’s revenue.”

This acquisition builds on Diginex’s recent momentum into AI and data management, including its memorandum of understanding to acquire Matter DK ApS, previously announced on May 27, 2025, which we expect will expanded Diginex’s sustainability data and analytics offerings for the investment industry. We believe that together, these strategic moves position Diginex as a global leader in delivering innovative, data-driven solutions for client and sustainability engagement.

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.

The award-winning diginexESG platform supports 17 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.

For more information, please visit the Company’s website: 

https://www.diginex.com/.

About Resulticks
Resulticks is a leading provider of AI-powered, omnichannel customer engagement and data management solutions. Its platform enables businesses to deliver personalized experiences through real-time data analytics and automation, serving clients across industries in North America, Asia, and the Middle East. Resulticks is headquartered in Singapore, with additional offices in Seattle, New York City India, and Dubai.

For more information, please visit the Resulticks website:

https://www.resulticks.com/resulticks-story.html

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. 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.

Disclaimer
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it constitute a binding commitment to complete the contemplated transaction. The completion of the transaction is subject to the execution of definitive agreements, satisfactory due diligence, and other customary closing conditions.

Diginex
Investor Relations
Email: ir@diginex.com

IR Contact - Europe
Anna Höffken
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

IR Contact - Asia
Shelly Cheng
Strategic Financial Relations Ltd.
Phone: +852 2864 4857
Email: sprg_diginex@sprg.com.hk 

FAQ

What is the total value of Diginex's acquisition of Resulticks?

The total acquisition value is US$2 billion, comprising $1.4 billion in shares, $100 million in cash, and up to $500 million in performance-based earnout shares.

How will Diginex pay for the Resulticks acquisition?

The payment structure includes $1.4 billion in Diginex shares at $72/share with a 12-18 month lock-up, $100 million in cash within 90 business days of closing, and up to $500 million in earnout shares based on EBITDA targets.

What are the EBITDA targets for Resulticks' earnout payments?

The earnout targets are $100 million EBITDA for FY2026, $200 million for FY2027, and $325 million for FY2028, with each target qualifying for approximately $166.67 million in shares if achieved.

How will the Resulticks acquisition benefit Diginex's business?

The acquisition will enhance Diginex's AI and data management capabilities, enable real-time customer engagement, and strengthen its sustainability and compliance solutions offerings.

Where is Resulticks headquartered and where does it operate?

Resulticks is headquartered in Singapore with operations across the United States, India, Singapore, and the Middle East.