Diginex Limited (DGNX) plans all-share acquisition of AI carbon platform PlanA.earth

Rhea-AI Filing Summary

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.

Insights

Cross-border M&A and ESG-tech analyst

Diginex signs non-binding all-share MOU to acquire ESG-tech firm PlanA.earth.

Diginex Limited has executed a non-binding memorandum of understanding to acquire PlanA.earth GmbH in an all share transaction, according to a December 2, 2025 press release referenced in this report. PlanA.earth is described as an AI‑powered carbon accounting and decarbonization platform, positioning the potential deal squarely in the ESG and sustainability software space.

Because the understanding is explicitly non-binding, there is no assurance a definitive agreement or closing will occur, and no valuation or transaction size is disclosed in the text provided. For now, this represents a strategic intent rather than a completed acquisition, and the all‑share structure would, if completed, rely on equity issuance instead of cash outlay.

The attached press release dated December 2, 2025 is the main source of additional detail beyond this brief summary. Subsequent company communications and future filings would clarify whether a definitive agreement is signed, the scale of the transaction, and any resulting changes to Diginex’s capital structure.

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 December 2025

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): ☐

Execution of Non-Binding Memorandum of Understanding

Diginex Limited (the “Company”) issued a press release on December 2, 2025, announcing the execution of a non-binding memorandum of understanding to acquire PlanA.earth GmbH, one of Europe’s leading AI-powered carbon accounting and decarbonization platforms, in an all share transaction. A copy of the December 2, 2025 press release is attached hereto as Exhibit 99.1

Exhibits

Exhibit No.		Description
99.1		Press Release, dated December 2, 2025

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: December 4, 2025		/s/ Mark Blick
	Name:	Mark Blick
	Title:	Chief Executive Officer
		(Principal Executive Officer)

FAQ

What did Diginex Limited (DGNX) announce in this Form 6-K?

Diginex Limited announced that it executed a non-binding memorandum of understanding to acquire PlanA.earth GmbH in an all share transaction, as described in a December 2, 2025 press release attached as Exhibit 99.1.

Who is PlanA.earth GmbH in the Diginex (DGNX) 6-K filing?

PlanA.earth GmbH is described as one of Europe’s leading AI-powered carbon accounting and decarbonization platforms, highlighting its focus on sustainability and emissions management technology.

Is the Diginex and PlanA.earth deal binding at this stage?

No. The company states it has executed a non-binding memorandum of understanding, which indicates an intention to pursue a transaction but does not obligate the parties to complete an acquisition.

How will Diginex pay for the potential acquisition of PlanA.earth?

The planned acquisition is described as an all share transaction, meaning the consideration would consist of Diginex equity rather than cash if the deal proceeds to completion.

Where can investors find more details about the Diginex–PlanA.earth announcement?

Additional details are contained in the press release dated December 2, 2025, which Diginex has attached to this report as Exhibit 99.1.

Does this 6-K indicate that Diginex has completed the acquisition of PlanA.earth?

No. The report only notes the execution of a non-binding memorandum of understanding to acquire PlanA.earth; it does not state that a definitive agreement has been signed or that the transaction has closed.