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 April 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): ☐
Submission
of Matters to a Vote of Security Holders.
On
April 13, 2026, Diginex Limited (the “Company”) held an Extraordinary General Meeting of its shareholders (the “Meeting”).
The Meeting was held virtually. On March 27, 2026, the record date for the Meeting, there were 232,557,527 shares of the Company’s
ordinary shares entitled to be voted at the Meeting, among which 101,346,084 ordinary shares of Company or 43.579 % were represented
in person or by proxy and voted at the Meeting.
Proposal
No. 1 Authorised Share Capital Changes Proposal
The
Authorised Share Capital Changes Proposal – a proposal, by an ordinary resolution, to amend its authorised share capital in the
manner and sequence set out below with effect on the date to be determined by the board of directors of the Company (collectively, the
“Authorised Share Capital Changes”).
Approval
of the Authorised Share Capital Changes Proposal required an ordinary resolution passed by a simple majority of the votes cast by the
shareholders as, being entitled to do so, by voting in person or, by proxy or, in the case of a shareholder being a corporation, by its
duly authorized representative at the Meeting.
The
Authorised Share Capital Changes Proposal received the following votes:
| (a) | To
increase the authorised share capital to US$200,000 divided into 3,960,000,000 ordinary shares
of a par value of US$0.00005 each (the “Existing Ordinary Shares”) and 40,000,000
preferred shares of a par value of US$0.00005 each (the “Existing Preferred Shares”),
by the addition of 3,000,000,000 Existing Ordinary Shares; |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
Broker
Non-Votes |
| 100,933,431 |
|
377,760 |
|
34,893 |
|
0 |
The
proposal was approved by shareholders holding 99.593% of the votes cast at the Meeting.
| (b) | 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 respect with each other
and have the same rights and are subject to the same restrictions (save as to par value)
as the Existing Ordinary Shares as set out in the existing memorandum and articles of association
of the Company (the “Existing MAA”); |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
Broker
Non-Votes |
| 101,106,771 |
|
207,073 |
|
32,240 |
|
0 |
The
proposal was approved by shareholders holding 99.764% of the votes cast at the Meeting.
| (c) | 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 as set out in the Existing MAA; and |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
Broker
Non-Votes |
| 101,113,089 |
|
199,992 |
|
33,003 |
|
0 |
The
proposal was approved by shareholders holding 99.770% of the votes cast at the Meeting.
| (d) | 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, |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
Broker
Non-Votes |
| 101,145,337 |
|
184,248 |
|
16,499 |
|
0 |
The
proposal was approved by shareholders holding 99.802% of the votes cast at the Meeting.
The
Authorised Share Capital Changes Proposal was approved by the Company’s shareholders at the Meeting.
Proposal
No. 2 The M&AA Amendment Proposal
The
M&AA Amendment Proposal - a proposal, subject to the Authorised Share Capital Changes taking effect, to approve the second amended
and restated memorandum and articles of association of the Company, the form of which is attached to the notice of Meeting and the accompanying
proxy statement as Annex 1, in its entirety and in substitution for and to the exclusion of the Existing MAA with effect upon the effectiveness
of the Authorised Share Capital Changes.
Approval
of the M&AA Amendment Proposal required a special resolution, namely a resolution passed by a majority of not less than two-thirds
(2/3) of the votes cast by shareholders as, being entitled to do so, by voting in person or, by proxy or, in the case of a shareholder
being a corporation, by its duly authorized representative at the Meeting.
The
M&AA Amendment Proposal received the following votes:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
Broker
Non-Votes |
| 100,947,644 |
|
360,065 |
|
38,375 |
|
0 |
The
M&AA Amendment Proposal was approved by shareholders holding 99.607% of the votes cast at the Meeting.
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:
April 15, 2026 |
|
/s/
Lubomila Jordanova |
| |
Name: |
Lubomila
Jordanova |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
