Diginex (DGNX) clarifies 4.17M chairman-linked warrants and 51% stake

Rhea-AI Filing Summary

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.

Insights

Equity capital structure analyst

Diginex corrects wording on a large warrant grant without changing its core economic terms.

Diginex Limited explains that 4,170,520 existing warrants held by Rhino Ventures Limited, tied to Chairman Miles Pelham, were always intended to have a subscription price of US$6.13 per warrant, exercisable through May 27, 2027. The filing states the correction aligns the contract language with previously agreed terms in the Form 20-F.

These warrants, if fully exercised, would result in new shares equal to 51% of outstanding ordinary shares at the time of exercise, making them a major potential source of dilution when exercised. However, that potential impact arises from the original grant; this update focuses on correcting textual errors rather than changing the size, price, or duration of the instrument.

The board’s explicit approval of the corrected warrant agreement formalizes this clarification and attaches the revised document as an exhibit. Subsequent company filings can show if and when these warrants are exercised, which would determine any actual change in ownership and share count.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-42459

DIGINEX LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

25 Wilton Road, Victoria

London

Greater London

SW1V 1LW

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Issuance of Corrected Warrant to Rhino Ventures Limited

On July 15, 2024, Diginex Limited (“Diginex”) issued Rhino Ventures Limited, an entity owned and controlled by Miles Pelham, Diginex’s Chairman (“RVL”) 4,170,520 warrants (the “2024 Warrants”) that are currently outstanding. The 2024 Warrants were issued to RVL to replace the warrants issued by Diginex Solutions (HK) Limited (“DSL”), Diginex’s processor, in connection with the restructuring from DSL to Diginex. The 2024 warrants are exercisable for a period of three years from the date they were issued by DSL or May 27, 2027, at an exercise price of US$6.13 per warrant. The 2024 Warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company’s outstanding Ordinary Shares at the time the 2024 Warrants are exercised. The amount of shares issued under the 2024 Warrants will be prorated in the event of partial exercise of the 2024 Warrants.

Diginex recently became aware of certain errors in the text of the 2024 Warrants. The main error was that the 2024 Warrant incorrectly stated that the Subscription Price was $6.13 per Ordinary Share when it was supposed to state the Subscription Price was $6.13 per Warrant. The Board of Directors of Diginex has approved and authorized management of Diginex to revise the text of the 2024 Warrants and provide RVL a corrected warrant agreement (the “Corrected 2024 Warrants”) that accurately reflects the agreed to terms of the 2024 Warrants, as set forth in the Company’s Annual Report on Form 20-F. A copy of the Corrected 2024 Warrant is attached as an Exhibit hereto and incorporated herein by reference.

Exhibits

Exhibit No.		Description
10.1		Corrected Warrant issued to Rhino Venture Limited on January 30, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIGINEX LIMITED
Date: February 6, 2026		/s/ Lubomila Jordanova
	Name:	Lubomila Jordanova
	Title:	Chief Executive Officer
		(Principal Executive Officer)

FAQ

What did Diginex (DGNX) disclose in its January 2026 Form 6-K?

Diginex disclosed a corrected warrant agreement for Rhino Ventures Limited. The company clarified drafting errors in 4,170,520 warrants, confirming a subscription price of US$6.13 per warrant, consistent with terms previously described in its Form 20-F and approved by the board.

How many warrants did Diginex (DGNX) issue to Rhino Ventures Limited and on what terms?

Diginex issued 4,170,520 warrants to Rhino Ventures Limited. The 2024 Warrants are exercisable for three years from the original DSL issuance date, expiring on May 27, 2027, at an exercise price of US$6.13 per warrant, as clarified in the corrected document.

What ownership stake could the 2024 Warrants give the holder in Diginex (DGNX)?

Full exercise of the 2024 Warrants could yield 51% ownership. The filing states that, if fully exercised, the warrants will result in new shares equal to 51% of Diginex’s outstanding ordinary shares at the exercise time, prorated for any partial exercise.

Why did Diginex (DGNX) issue a corrected 2024 Warrant to Rhino Ventures Limited?

Diginex corrected textual errors in the original 2024 Warrant document. The main mistake was stating the subscription price as US$6.13 per ordinary share instead of US$6.13 per warrant, so the board approved a revised agreement to match the agreed terms in its Form 20-F.

Who controls Rhino Ventures Limited, the warrant holder in Diginex (DGNX)?

Rhino Ventures Limited is owned and controlled by Diginex’s Chairman. The filing identifies Miles Pelham, Chairman of Diginex, as the owner and controller of Rhino Ventures Limited, which holds the 4,170,520 2024 Warrants described in the Form 6-K.

How are the 2024 Warrants linked to Diginex’s (DGNX) restructuring from DSL to Diginex?

The 2024 Warrants replaced warrants previously issued by Diginex Solutions (HK) Limited. They were granted to Rhino Ventures Limited in connection with the restructuring from processor DSL to Diginex, maintaining equivalent rights while aligning them with the parent company’s capital structure.