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): ☐
The
Remedy Project Transaction
On
January 8, 2026, Diginex Limited (“Diginex”) announced the closing of its acquisition of The Remedy Project Limited (the
“Remedy Project”), a Hong Kong based ESG advisory company, pursuant to a share purchase agreement, dated December 17, 2025
(the “SPA”). Diginex acquired 100% of the issued shares (the “Remedy Shares”) of the Remedy Project from
Archana Kotecha (the “Seller”) in exchange for issuance to the Seller of 1,000,000 Diginex ordinary shares valued
at $3,790,000 or $ 3.79 per share; and the commitment to issue the Seller up to an additional 1,000,000 Diginex ordinary shares
(the “Earn Out Shares”), provided certain operating and earnout targets, set forth in the SPA are met over the next three
years (the “Acquisition”). Pursuant to the SPA, Archana Kotecha, the Founder and CEO of the Remedy Project, will be hired
by Diginex as the Head of Advisory, pursuant to a written agreement.
Diginex
shall issue the Earn Out Shares in four tranches as follows:
Tranches
of Earn Out Shares | |
Number
of Consideration Shares | |
Issue
Date of Consideration Shares |
| First | |
250,000 | |
March 27, 2026(1) |
| Second | |
250,000 | |
The
18th month after the Closing Date(1) |
| Third | |
250,000 | |
As per Schedule 3.8.1(2) |
| Fourth | |
250,000 | |
As per Schedule 3.8.1(3) |
(1)
The issuance of the First and Second Tranches of the Earn Out Shares shall be subject to and dependent on the Seller not terminating
her employment by Diginex prior to the relevant Issue Date in violation of Seller’s employment agreement.
(2)
The Third Tranche shall be issuable if the Company achieves adjusted EBITDA for the year ending March 31, 2028 of USD 4.1 million,
as defined in the SPA.
(3)
The Fourth Tranche shall be issuable if the Company achieves adjusted EBITDA for the year ending March 31, 2029 of USD 8.2 million,
as defined in the SPA.
This
Acquisition combines Diginex’s advanced supply chain technology with the Remedy Project’s deep expertise in operational-level
grievance mechanisms and worker rights, creating a comprehensive ecosystem for businesses to achieve resilient, ethical operations. The
Acquisition will align Diginex’s innovative tools, such as diginexLUMEN for supply chain risk assessment and diginexAPPRISE for
proactive worker engagement, with the Remedy Project’s proven advisory services in human rights due diligence, capacity building,
and data-driven insights. Together, these synergies will enable companies to not only identify and monitor human rights risks, but also
to implement effective remediation strategies, enable compliance with evolving global regulations like the EU Corporate Sustainability
Due Diligence Directive and enhance stakeholder trust.
The
Remedy Project is a pioneering organization specializing in data-driven human rights risk assessment and worker-centered remediation
protocols dedicated to driving system-level change that safeguards worker rights and ensures access to effective remedy across global
supply chains, with particular expertise in forced labor, migrant worker protections, and operational-level grievance mechanisms. The
proposed acquisition will combine Diginex’s AI-powered platforms with the Remedy Project’s proven expertise in operational-level
grievance mechanisms, forced labor remediation frameworks, and access-to-remedy programs. We believe this powerful combined solution
will enable enterprises to move beyond risk identification to deliver effective, scalable, and victim-centered remedies in situations
where labor rights violations occur.
On
January 8, 2026, the Company issued a press release announcing the closing of the Acquisition, a copy of which is attached hereto as
Exhibit 99.1
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated January 8, 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:
January 14, 2026 |
|
/s/
Mark Blick |
| |
Name: |
Mark
Blick |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit
99.1
Diginex
Completes Acquisition of The Remedy Project Amid Growing Global Demand for Human Rights Due Diligence in Supply Chains
London
– January 8, 2026 – Diginex Limited (NASDAQ: DGNX), (“Diginex” or the “Company”), a leading provider
of Sustainability RegTech solutions, today announced the successful closing of its acquisition of The Remedy Project Limited (“The
Remedy Project”), a Hong Kong based advisory and research organization specializing in labor and human rights in global supply
chains, with recognized expertise in human rights due diligence, grievance mechanisms, and remediation. As consideration for the acquisition
Diginex issued the sole shareholder of The Remedy Project 1,000,000 shares of Diginex ordinary shares and committed to issue up to an
additional 1,000,000 shares of Diginex ordinary shares, provided certain operating and earnout targets are met over the next three years.
This strategic move combines Diginex’s advanced supply chain technology with The Remedy Project’s deep expertise in operational-level
grievance mechanisms and worker rights, creating a comprehensive ecosystem for businesses to achieve resilient, ethical operations.
The
acquisition will align Diginex’s innovative tools—such as diginexLUMEN for supply chain risk assessment and diginexAPPRISE
for proactive worker engagement—with The Remedy Project’s proven advisory services in human rights due diligence, capacity
building, and data-driven insights. Together, these synergies will enable companies to not only identify and monitor human rights risks,
but also to implement effective remediation strategies, enable compliance with evolving global regulations like the EU Corporate Sustainability
Due Diligence Directive and enhance stakeholder trust.
“Completing
this acquisition marks a pivotal step in our mission to empower businesses with actionable sustainability solutions,” said Mark
Blick, CEO of Diginex. “By integrating The Remedy Project’s specialized knowledge in human rights governance, we can amplify
the impact of our supply chain platforms, helping clients build more transparent, accountable, and humane global operations,” continued
Mr. Blick.
The
Remedy Project, founded to address workers’ rights violations through collaborative frameworks, brings a track record of partnering
with companies, governments, and civil society to foster sustainable labor practices. Its expertise in uncovering risks and developing
remedial strategies complements Diginex’s data management and reporting capabilities, allowing for seamless end-to-end solutions—from
risk identification and disclosure to ongoing improvement.
This
union strengthens Diginex’s leadership in supply chain compliance, equipping clients with more advanced, scalable tools to manage
complex ESG requirements while accelerating measurable social impact across global operations
About
Diginex
Diginex
Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments
to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and
data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s
products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.
The
award-winning diginexESG platform supports 19 global frameworks, including GRI (the “Global Reporting Initiative”), SASB
(the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”).
Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation
and an ESG Ratings Support Service.
For
more information, please visit the Company’s website:
https://www.diginex.com/.
About
The Remedy Project
Founded
in 2020, The Remedy Project is a Hong Kong-based social enterprise providing advisory, and capacity building services on labor and human
rights in global supply chains. The organization works with companies, governments, multilaterals, and civil society to strengthen human
rights due diligence, design and evaluate grievance mechanisms, and support effective remediation and access to remedy for workers, particularly
in high-risk sectors and geographies across Asia.
The
Remedy Project is recognised for its rights-holder-centred and gender-responsive approaches, deep regional expertise, and contribution
to global standard-setting and industry initiatives.
For
more information, please visit the Company’s website:
https://www.remedyproject.co/
Forward-Looking
Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks
and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,”
“would,” “should,” “could,” “may” or other similar expressions. The Company undertakes
no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or
changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that
may affect its future results disclosed in the Company’s filings with the SEC.
Diginex
Investor
Relations
Email: ir@diginex.com
IR
Contact - Europe
Anna
Höffken
Phone: +49.40.609186.0
Email: diginex@kirchhoff.de
IR
Contact - US
Jackson
Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global
