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Diginex Limited SEC Filings

DGNX Nasdaq

Welcome to our dedicated page for Diginex SEC filings (Ticker: DGNX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Diginex Limited (NASDAQ: DGNX) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer. Diginex files reports under the Securities Exchange Act of 1934, including Form 20-F for annual reporting and multiple Form 6-K current reports that document material events, acquisitions, financings, and corporate actions.

For Diginex, Form 6-K filings have covered topics such as the closing of its all-share acquisition of ESG data company Matter DK ApS, non-binding memoranda of understanding to acquire Plan A and Kindred OS, and a definitive share purchase agreement to acquire The Remedy Project Limited. Other 6-Ks describe warrant exercises, bonus share issuances, and meeting notices, providing detail on share capital changes and strategic financing decisions.

Investors examining DGNX filings can use annual and interim financial statements to review revenue composition across subscription and license fees, advisory fees, and customization fees, as well as operating expenses and balance sheet developments. These documents also summarize the company’s sustainability RegTech focus, principal office location in London, and its use of technologies such as blockchain, AI, and machine learning in ESG and supply chain data management.

Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy reports, helping readers quickly identify major transactions, capital structure changes, and updates to Diginex’s sustainability and compliance platform. Users can monitor new 6-K submissions in near real time, review historical annual reports on Form 20-F, and track how the company’s disclosures evolve as it pursues acquisitions and expands its ESG and RegTech offerings.

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Diginex Limited is changing leadership, with former Plan A founder Lubomila Jordanova appointed Chief Executive Officer and director effective January 28, 2026. Former CEO Mark Blick has resigned from the board and CEO role and will remain as Strategic Advisor during the transition.

The company highlights Blick’s tenure, including a Nasdaq listing in January 2025, a 293% increase in revenue, and multiple strategic acquisitions. Jordanova’s background in carbon accounting, decarbonization and EU sustainability regulation aligns with Diginex’s strategy to build a top sustainability and RegTech platform and expand across Europe and globally.

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Diginex Limited filed Amendment No. 2 to its Form 20-F for the year ended March 31, 2025. The amendment adds required internal controls disclosure, documents an exemption from Nasdaq Rule 5635(d) on certain large private issuances, corrects the audit opinion period, and reflects the appointment of Lubomila Jordanova as Chief Executive Officer, with former CEO Mark Blick becoming Strategic Advisor.

For 2025, Diginex reported revenue of $2,040,602, compared with $1,299,538 in 2024 and $1,625,763 in 2023. Loss for the year was $(5,212,879), versus $(4,871,387) in 2024 and $(9,257,598) in 2023, showing continued operating losses. As of March 31, 2025, cash and cash equivalents were $3,111,141, up sharply from $76,620 a year earlier, while total assets rose to $6,243,162 from $974,417. Current liabilities fell to $1,574,345 from $14,267,453 and non-current liabilities to $110,867 from $9,717,088, shifting total equity from a deficit of $(23,010,124) to positive equity of $4,557,950. The company had 22,993,763 ordinary shares outstanding as of March 31, 2025 and completed an IPO of 2,250,000 ordinary shares at $4.10 per share, plus a 337,500-share over-allotment, alongside six warrant tranches.

Diginex operates ESG-focused software and services through Hong Kong-based Diginex Solutions (HK) Limited and subsidiaries in the UK and U.S., with IFRS financials in U.S. dollars and a March 31 fiscal year-end. The filing highlights substantial accumulated losses of $106,596,680, a limited operating history, dependence on growing ESG reporting demand, cybersecurity risks, the need for continued capital, and extensive risks tied to operating from Hong Kong, including evolving PRC-related legal, data security, HFCAA, and national security law developments that could affect its U.S. listing and ability to raise capital.

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Diginex Limited filed a Form 6-K describing a correction to previously issued warrants held by Rhino Ventures Limited, an entity owned and controlled by its Chairman, Miles Pelham. On July 15, 2024, Diginex issued 4,170,520 warrants exercisable at US$6.13 per warrant until May 27, 2027.

If fully exercised, these 2024 Warrants would result in new shares equal to 51% of Diginex’s outstanding ordinary shares at the time of exercise, with prorating for partial exercises. The board authorized management to issue a corrected 2024 Warrant agreement to fix drafting errors, mainly to clarify that the subscription price is US$6.13 per warrant, consistent with terms described in Diginex’s Form 20-F.

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Diginex Limited has completed the acquisition of PlanA.earth GmbH, a European AI-powered carbon accounting and decarbonization platform. In exchange for 100% of Plan A’s equity, Diginex delivered €3 million in cash and 6,720,317 ordinary shares valued at €52 million.

The sellers may receive additional share-based Earn-Out payments of up to €25,000,000, tied to recurring revenue targets of €11.3 million for the twelve months ending March 31, 2027 and €17 million for the twelve months ending March 31, 2028. The consideration shares are locked up and released in stages from 6 to 15 months after closing.

Diginex plans to combine its ESG reporting capabilities with Plan A’s carbon accounting technology to offer an integrated sustainability platform linking regulatory reporting, value-chain emissions and decarbonization strategy.

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Diginex Limited has completed the acquisition of Hong Kong-based ESG and human-rights advisory firm The Remedy Project Limited. Diginex acquired 100% of The Remedy Project’s shares from founder Archana Kotecha in exchange for 1,000,000 Diginex ordinary shares valued at $3,790,000, or $3.79 per share, plus a commitment to issue up to an additional 1,000,000 earnout shares over three years if agreed operating and earnout targets are met.

The earnout is structured in four tranches of 250,000 shares each. The first tranche is scheduled for March 27, 2026 and the second 18 months after closing, each dependent on the seller not terminating her Diginex employment before the relevant date. The third and fourth tranches require the company to achieve adjusted EBITDA of $4.1 million for the year ending March 31, 2028 and $8.2 million for the year ending March 31, 2029, respectively.

The Remedy Project will be integrated into Diginex’s sustainability RegTech offering, combining Diginex’s AI-powered supply chain platforms with The Remedy Project’s expertise in labor rights, grievance mechanisms, and remediation to support clients’ human-rights due diligence and compliance with evolving global regulations.

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Diginex Limited reported that it has signed a non-binding memorandum of understanding to acquire PlanA.earth GmbH, described as one of Europe’s leading AI‑powered carbon accounting and decarbonization platforms. The potential deal is structured as an all‑share transaction, meaning Diginex would pay with its own equity rather than cash if a definitive agreement is reached. The announcement was made in a press release dated December 2, 2025, which is included as an exhibit to this report.

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Diginex Limited reported that it executed a non-binding memorandum of understanding to acquire Kindred OS, an innovator in Edge AI, a technology that enables AI models to run locally, securely, and independently of the cloud. The company attached a press release dated November 6, 2025 as Exhibit 99.1.

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Diginex Limited reported a warrant exercise by Rhino Ventures Limited, resulting in the issuance of 18,000,000 ordinary shares at an exercise price of $0.77 per share. The Company received total proceeds of $13,837,500, delivered in full. The warrants were set to expire on October 23, 2025. Diginex plans to use the cash to accelerate growth initiatives, strengthen working capital, and support strategic expansion.

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Diginex Limited closed its all-share acquisition of Matter DK ApS, an ESG data and analytics company. The deal values Matter’s equity at $13 million and is paid in Diginex ordinary shares.

Diginex issued 1,055,272 consideration shares at closing and will issue an additional 186,224 shares 12 months after closing, for a total of 1,241,496 consideration shares. The parties originally valued the shares at $83.77 each, adjusted to $10.47 per share following Diginex’s September 8, 2025 bonus share issuance. The consideration shares carry an 18‑month lock‑up.

Diginex also reserved 238,752 management shares for Matter’s senior management, to be issued in equal portions on the 12‑ and 24‑month anniversaries of closing, subject to continued employment, and issued 62,074 shares as an introductory fee. Matter adds portfolio‑level sustainability analytics, API integrations, and traceable ESG datasets to Diginex’s platform.

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Diginex Limited reports multiple corporate actions centered on its planned acquisition of Copenhagen-based ESG data provider Matter DK ApS. The deal values Matter’s equity at $13 million, to be paid entirely in Diginex ordinary shares. A share purchase agreement provides for 155,187 Diginex shares as consideration, valued by the parties at $83.77 per share, with 85% issued at closing and 15% issued 12 months later, all subject to an 18‑month lock-up.

Diginex will also reserve 29,844 incentive shares for key Matter personnel, with half vesting 12 months after closing and half after 24 months, and plans to file a Form F‑1 to register both the consideration and incentive shares. To support Matter prior to closing, Diginex has extended two loan facilities totaling up to EUR 750,000 at 5% interest. Separately, Diginex completed an eight-to-one stock split paid as bonus shares, issuing seven bonus shares for each share held, bringing total ordinary shares outstanding to about 201,950,104 as of September 8, 2025.

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FAQ

What is the current stock price of Diginex (DGNX)?

The current stock price of Diginex (DGNX) is $0.8221 as of February 20, 2026.

What is the market cap of Diginex (DGNX)?

The market cap of Diginex (DGNX) is approximately 178.3M.

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DGNX Stock Data

178.27M
63.10M
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