Diginex Limited SEC Filings

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.

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.

Diginex Limited Schedule 13D Amendment No. 3 reports that Rhino Ventures Limited and its sole shareholder Miles Pelham control a dominant stake in Diginex. Rhino beneficially holds 34,014,566 ordinary shares, representing 68.9% of the class based on 49,368,082 shares outstanding, which includes 24,124,319 shares underlying warrants exercisable within 60 days. Mr. Pelham beneficially owns 34,612,346 shares, or 69.7%, including his direct shares, vested options and Rhino's holdings. On August 22, 2025, certain warrants previously subject to a warrant purchase agreement reverted to Rhino (three warrants of 2,250,000 shares each with exercise prices of $8.20, $10.25 and $12.30). Rhino previously exercised a warrant on July 22, 2025 to acquire 2,250,000 shares at $5.13 per share. The reporting persons state the securities were acquired for investment purposes and assert no present plans for material corporate transactions or governance changes, while Mr. Pelham serves as Chairman.

Diginex Limited filed an amendment to its Form 20-F to include its executive compensation recovery policy (the Clawback Policy) as an exhibit and to update disclosures reflecting recent events. The amendment notes the exercise of Tranche 1 IPO Warrants on July 22, 2025 and a memorandum of understanding to acquire IDRRA Cyber Security Limited dated August 12, 2025.

The company reports 22,993,763 ordinary shares outstanding as of March 31, 2025, revenue $2,040,602 and a loss for the year $(5,212,879). At that date it had cash and cash equivalents $3,111,141, total assets $6,243,162 and accumulated losses $106,596,680. Financial statements are prepared in IFRS. The filing reiterates extensive risk disclosures, including Hong Kong/PRC regulatory risk, cybersecurity risk and potential HFCAA implications.