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 August 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): ☐
Amended
and Restated Acquisition Agreement with Resulticks
Background
Diginex
Limited (the “Diginex”), previously reported that on April 16, 2026 it entered into a Sale and Purchase Agreement (the “Original
SPA”) with the several sellers party thereto (collectively, the “Sellers” and together with Diginex the “Parties”),
pursuant to which Diginex agreed to acquire all of the issued and outstanding share capital of Resulticks Global Companies Pte. Limited
and its subsidiaries (“Resulticks”). The aggregate consideration was US$1.5 billion, payable entirely in the Diginex’s
equity through the issuance of 1,133,333,333 newly issued ordinary shares of Diginex to the Sellers pro rata based on their respective
ownership of Resulticks at the previously agreed stock price of US$1.32 per share for Diginex’s ordinary shares.
The Original SPA was amended to extend the long stop date on a couple of occasions.
Amended and Restated SPA
On
August 14, 2026, Diginex entered into an Amended and Restated Sale and Purchase Agreement (the “A&R SPA”) with the
Sellers, who own 100% of the equity interests in Resulticks (the “Transaction”). Pursuant to the A&R SPA,
Diginex agreed to acquire all of the issued and outstanding share capital of Resulticks, held by the Sellers, in exchange
for the aggregate consideration for the Transaction, which is US$1.05 billion, payable entirely in equity through
the issuance of 600,000,000 newly issued Diginex ordinary shares (the “Consideration Shares”) to the Sellers pro rata to
their respective ownership of Resulticks based upon the agreed to share price of US$1.75 per share. The Consideration
Shares will be issued pursuant to exemptions under the Securities Act of 1933, as amended, subject to a lock-up agreement
with staggered lock-up restrictions and a registration rights agreement. The form of the registration rights agreement is
attached to the A&R SPA. The Parties have agreed that the Transaction will close (the “Completion”) on or before
October 30, 2026 (the “Long Stop Date”), unless the Parties mutually agree to extend the Long Stop Date.
In
connection with the Transaction, and pursuant to the A&R SPA and the Amended
and Restated Deed of Undertaking, dated August 14, 2026, by and between Miles Christain Pelham, Rhino Ventures Limited, Radhika
Sundaram and Rambacthavachalam Dhakshina Moorthy (the “Deed of Undertaking”), the parties have agreed that Miles
Pelham (“Mr. Pelham”), the Chairman and Founder of Diginex, and Mr. Pelham’s wholly owned company Rhino Ventures
Limited (“RVL” and collectively with Mr. Pelham the “Pelham Parties”) shall terminate and cancel the Diginex
Founder Warrants, as defined below, the Outstanding IPO Warrants, as defined below, and all restricted stock units
(“RSUs”) and performance stock units (“PSUs”) (including the 14,164 RSUs and 14,163 PSUs issued to Mr.
Pelham pursuant to the Diginex Incentive Plan). The “Diginex Founder Warrants are the 4,170,520 warrants to purchase 51% of
the outstanding Diginex ordinary shares at time of exercise at a price of $6.13 per warrant, which expire on May 27, 2029, granted
by Diginex to RVL. The Outstanding IPO Warrants are the following warrants granted by Diginex to RVL (i) warrants to purchase
2,250,000 Diginex ordinary shares at a subscription price of USD 8.24 per ordinary share, which expire on 23 April 2028, (ii)
warrants to purchase 2,250,000 Diginex ordinary shares at a subscription price of USD 10.24 per ordinary share, which expire on 23
July 2028, and (iii) warrants to purchase 2,250,000 Diginex ordinary shares at a subscription price of USD 12.32 per ordinary share,
which expire on 23 January 2029.
In
exchange for Pelham Parties’ termination and cancellation of the Diginex Founder Warrants, the Outstanding IPO Warrants, RSUs
and PSUs, pursuant to the A&R SPA and the Deed of Undertaking, RVL will be allotted and issued 40 million Diginex ordinary
shares (the “RVL Shares”), which are subject to forfeiture in the event the Diginex Additional Investment, as defined
below, is not fully received.
Pursuant
to the A&R SPA, Diginex is obligated to raise $20 million in capital (the “Diginex Additional Investment”). On July
20, 2026, the Group signed subscription agreements with three investors to raise $20 million in exchange for 20 million Ordinary
Shares and Warrants to purchase 20 million Ordinary Shares. The Warrants have an exercise price of $1 per share and a maturity of 5
years from the date of issuance. The $20 million in proceeds is expected to be received by the Group between July 28, 2026 and March
31, 2027. In the event that Diginex does not receive the full $20 million of the Diginex Additional Investment, then the RVL Shares
will be reduced to cover the shortfall of the Diginex Additional Investment. Similarly, Resulticks is obligated, pursuant to the
A&R SPA, to raise $50 million in capital for Diginex as of the Completion (the “Resulticks Additional Investment”).
In July 2026, Resulticks received a commitment to raise $50 million into Diginex through the sales of Diginex ordinary shares at
$0.85 per share.
The
A&R SPA requires the Parties to file a listing application for The Nasdaq Stock Market to list the securities of the combined company
following the Completion. Diginex, the Sellers and Resulticks all agree to cooperate in connection with filing the listing application.
The A&R SPA also requires Diginex to call and hold a stockholder meeting and for Diginex’s board of directors to recommend
that Diginex’s stockholders approve the A&R SPA and the transactions contemplated thereunder, including the issuance of the Consideration Shares to the Sellers and to amend Diginex’s Memorandum
and Articles of Association to increase Diginex’s authorized shares.
Representations
and Warranties
The
A&R SPA contains customary representations, warranties and covenants of Diginex, the Sellers and Resulticks, with respect to, among
other things, (a) corporate existence and power, (b) authorization to enter into the Business Combination Agreement and related transactions;
subsidiaries; (c) governmental authorization, (d) non-contravention, (e) capitalization; (f) corporate records, (g) consents, (h) financial
statements, (i) internal accounting controls, (j) absence of certain changes, (k) properties; title to assets; (l) litigation, (m) material
contracts, (n) licenses and permits, (o) compliance with laws, (p) intellectual property, (q) employee matters and benefits, (r) tax
matters, (s) real property; (t) environmental laws, (u) finders’ fees, (v) directors and officers, (w) anti-money laundering laws,
(x) insurance, (y) related party transactions, (z) certain representations related to securities law and activity, (aa)
SEC documents and financial statements, (bb) related party transactions, and (cc) expenses, indebtedness
and other liabilities.
Conditions
to Completion
| 1. | Conditions
to obligations of the Parties. The obligations of the Parties to complete the Transaction
are subject to the satisfaction (or waiver in writing) of the following Conditions: |
| a. | all
consents, approvals, clearances, permissions and/or waivers required under applicable law
or from any Governmental Authority (including any competition authority) for the execution
of this A&R SPA and the consummation of the transactions contemplated hereunder having
been obtained and remaining in full force and effect, and all applicable waiting periods
having expired, lapsed or been terminated; |
| b. | a
Nasdaq Initial Listing Application and, if applicable, any other required listing application,
having been submitted by Diginex to, and approved by, Nasdaq (the “Listing Condition”);
|
| c. | resolutions
of the nomination committee and the board of directors of Diginex having been passed, approving
the nomination and appointment of the Seller’s designated directors (the “Agreed
Board Changes”) having been effected at Completion; |
| d. | Diginex’s
shareholders having approved the Transaction; |
| e. | the
relevant written consents to the Transaction and the resulting change of control of Resulticks
having been obtained from each of: |
| i. | Ascertis
Credit – India Fund III Limited and Madison Pacific Trust Limited; and |
| ii. | Anicut
and Catalyst Trusteeship Limited; |
| f. | a
written notice having been given to HDFC Bank Limited, and Sonata Information Technology
Limited notifying both parties of the proposed change of control of Resulticks arising from
the Transaction; |
| g. | the
Diginex Founder Warrants and the Outstanding IPO Warrants have been terminated and cancelled
in full with no further liability to Diginex, with effect from the Completion; |
| h. | approval
of Diginex shareholders having been duly obtained to increase the authorised share capital
of Diginex to the extent necessary to permit the allotment and issuance of the Consideration
Shares and the RVL Shares; |
| i. | in
respect of the Diginex Additional Investment: |
| i. | (A)
a portion of the Diginex Additional Investment representing investment proceeds of at least
USD 3,500,000 having been completed and such proceeds from the Diginex Additional Investment
having been received in full in cash by Diginex, and (B) from the date of receipt of the
proceeds of the Diginex Additional Investment until Completion, all of such proceeds having
been retained within Diginex and not applied, paid, utilised or transferred within or outside
Diginex, for any purpose except (I) for payments in the ordinary course of business of Diginex
consistent with past practice and in adherence to a budget agreed in writing between Diginex
and the representative of the Sellers (the “Sellers’ Representative”) on
or prior to the August 14, 2026 or (II) with the prior
written consent of the Sellers’ Representative; and |
| ii. | in
respect of the remaining portion of the Diginex Additional Investment which has not been
completed prior to Completion: |
| A. | the
terms of all of the relevant transaction documents relating to such remaining portion of
the Diginex Additional Investment having been amended on terms satisfactory to the Sellers’
Representative; and |
| B. | the
agreement concerning the issuance of the RVL Shares and other ancillary agreements concerning
the RVL Shares having been duly executed, on or before Completion and; |
| k. | Diginex
having sufficient cash, in the reasonable determination of the Sellers’ Representative,
for Diginex to be able to (A) repay, satisfy and discharge in full all of the past, current,
outstanding and contingent liabilities of Diginex (including but not limited to any liabilities
incurred in connection with any payments in connection with the termination or resignation
of the appointment, employment or engagement of any officers, employees or independent contractors
of any member of Diginex, and any introducer fee or other similar consideration payable by
any member of Diginex to any introducer), as determined at the Completion Date, and (B) cover
the operating expenses of Diginex following Completion, up to at least 31 December 2026; |
| l. | the
Resulticks Additional Investment having been completed, and the proceeds from the Resulticks
Additional Investment having been received in full in cash by Diginex; and |
| m. | Diginex
having taken out such business insurance policies (including but not limited to (A) director
and officer insurance, including coverage for liabilities of each member of Diginex in respect
of securities-related claims (including shareholder class actions and market manipulation
claims) and (B) professional indemnity insurance and error and omissions insurance up to
a coverage amount of not less than USD 1,000,000), on such terms as the Sellers’ Representative
may require, and such policies remaining in full force and effect as at Completion. |
| 2. | Conditions
to obligations of the Sellers The obligations of the Sellers to complete the Transaction
are subject to the satisfaction (or waiver in writing by the Sellers’ Representative)
of the following Conditions: |
| a. | no
Diginex Material Adverse Change having occurred; |
| b. | (i)
each of Diginex’s fundamental warranties being true and accurate in all respects as
of the date of the A&R SPA and as at Completion as if made at Completion (except to the
extent such warranties expressly relate to an earlier date, in which case as of such earlier
date), and (ii) all of the other Diginex’s Warranties being true and accurate in all
material respects as of the date of the A&R SPA and as at Completion as if made at Completion
(except to the extent such representations and warranties expressly relate to an earlier
date, in which case as of such earlier date); |
| c. | Diginex
having complied in all material respects with all of its obligations under the A&R SPA; |
| c. | Diginex
having delivered an irrevocable written notice to each of the senior employees confirming
their eligibility to participate in the Diginex Incentive Plan on and from the Completion
Date; and |
| d. | Diginex
having used all reasonable endeavours to procure the satisfaction of the Conditions set out
in Clauses 4.1(a), 4.1(b), 4.1(c), 4.1(d), 4.1(h) and 4.1(i) of the A&R SPA. |
| 3. | Conditions
to obligations of Diginex. The obligations of Diginex to complete the Transaction
are subject to the satisfaction (or waiver in writing by Diginex) of the following Conditions: |
| a. | no
Resulticks Material Adverse Change having occurred; |
| b. | (i)
each of the Sellers’ Fundamental Warranties being true and accurate in all respects
as of the date of the A&R SPA and as at Completion as if made at Completion (except to
the extent such warranties expressly relate to an earlier date, in which case as of such
earlier date), and (ii) all of the other Sellers’ Warranties being true and accurate
in all material respects as of the date of the A&R SPA and as at Completion as if made
at Completion (except to the extent such warranties expressly relate to an earlier date,
in which case as of such earlier date); and |
| c. | the
Sellers having complied in all material respects with all of their obligations under the A&R SPA; and |
| d. | the
Founders having used all reasonable endeavours to procure the satisfaction of the Conditions
set out in Clauses 4.1(a), 4.1(e), 4.1(f) and 4.1(g) of the A&R SPA. |
Termination
The A&R SPA may be terminated at any time prior to Completion:
| 1. | by
mutual written consent of the Purchaser and the Sellers’ Representative (acting on
behalf of all the Sellers); |
| a. | the
Purchaser is entitled to terminate the A&R SPA in accordance with Clause 4.6 or 7.3; |
| b. | the
Sellers are in breach of any of their obligations under Clause 5 and such breach or breaches
taken together are material to the Group as a whole; |
| c. | any
Seller is in breach of any of the Sellers’ Warranties as given at the date of the A&R SPA and such breach or breaches taken together are material to the Group as a whole;
or |
| d. | there
would be, if Completion were to occur, a breach of any of the Sellers’ Warranties as
repeated immediately before Completion under Clause 8.1(b) and such breach would give rise
to a Company Material Adverse Change; |
| 3. | by
the Sellers’ Representative (acting on behalf of all the Sellers) if: |
| a. | the
Sellers’ Representative (acting on behalf of all the Sellers) is entitled to terminate
the A&R SPA in accordance with Clause 4.6 or 7.3; |
| | | |
| b. | the
Purchaser is in breach of (A) any of its obligations under Clause 6 and such breach or breaches
taken together are material to the Purchaser’s Group as a whole or are material to
the value of the Consideration Shares to be issued to the Sellers or (B) Clause 6.1(c), or
any of the Diginex Founder Warrants or Outstanding IPO Warrants have been exercised on or
after the date of the A&R SPA; |
| | | |
| c. | the
Purchaser is in breach of any of the Purchaser’s Warranties as given at the date of
the A&R SPA and such breach or breaches taken together are material to the Purchaser’s
Group as a whole; |
| | | |
| d. | there
would be, if Completion were to occur, a breach of any of the Purchaser’s Warranties
as repeated immediately before Completion under Clause 11.1 and such breach would give rise
to a Purchaser Material Adverse Change; |
| | | |
| e. | the
Purchaser Shareholder Approval is not obtained pursuant to Clause 3.4(d) or is otherwise
withdrawn, amended or revoked; or |
| | | |
| f. | at
any time prior to Completion, the Group is impeded or restricted from obtaining such funding
as is necessary to adequately fund the Group’s operating costs and outstanding liabilities
on terms reasonably acceptable to the Sellers’ Representative, due to or in connection
with any of the transactions contemplated in the Transaction Documents; or |
| | | |
| g. | by
either the Purchaser or the Sellers’ Representative (acting on behalf of all the Sellers)
in the event that any Governmental Authority shall have issued an order, decree or ruling
or taken any other action restraining, enjoining or otherwise prohibiting the transactions
contemplated by the A&R SPA and such order, decree, ruling or other action shall have
become final and non-appealable. |
Diginex
has agreed to pay International Mercantile, an entity based in the United Arab Emirates, an introducer fee in the amount of 15,000,000
Diginex ordinary shares upon the Completion of the Transaction for introducing Resulticks to Diginex.
The
Transaction remains subject to the satisfaction or waiver of applicable closing conditions contained in the A&R SPA and
the Deed of Undertaking. There can be no assurance that the Acquisition will ultimately be completed.
The
foregoing description of the A&R SPA and the Deed of Undertaking do not purport to be complete and are qualified in
their entirety by reference to the full text of the A&R SPA and the Deed of Undertaking, which are attached
hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.
Agreement
with Resulticks to Restructure the Repayment of Funding
As
previously disclosed, Diginex and Resulticks entered into an agreement, dated February 18, 2026 (the “Funding Repayment Agreement”),
pursuant to Resulticks agreed to repay the existing US$8 million funding Diginex extended to Resulticks (the “Existing Funding”)
in four equal instalments of US$2 million each (each a “Principal Instalment”) on the following dates: (a) March 20, 2026;
(b) June 1, 2026; (c) June 15, 2026; and (d) September 30, 2026. Interest shall continue to accrue on the Existing Funding in accordance
with the parties original agreement (the “Interest”) at a rate of ten (10) per cent per annum from the respective date of
disbursement of each portion of the Existing Funding, to the date on which such portion is repaid as a Principal Instalment as contemplated
above. The entire outstanding and accrued Interest (including the portion of the Interest accrued up to and including the date of the
payment of the final Principal Instalment) shall be paid in a single tranche (the “Final Interest Payment”) on September
30, 2026.
On
August 14, 2026, Diginex and Resulticks entered into a Supplemental Letter to the Funding Repayment Agreement (the
“Supplemental Agreement”) pursuant to which Resulticks agreed to repay the outstanding loan balance of $4 million
plus accrued interest, which is $0.7 million as of August 13, 2026. The revised repayment terms being $1.5 million on August
28, 2026, $1.5 million on September 27, 2026 and the balance to be paid on October 28, 2026
The
foregoing description of the Supplemental Agreement does not purport to be complete and is qualified in its entirety by the terms and
conditions of the actual Supplemental Agreement, a copy of which is attached hereto as Exhibit 10.2, and incorporated herein by reference.
Press Releases
On August 13,
2026, Diginex issued a press release disclosing its earnings for the fiscal year ended March 31, 2026 (the “Earnings PR”).
The Earning PR is attached hereto as Exhibit 99.1.
On August 13,
2026, Diginex issued a press release disclosing the execution of the Amended and Restated Sale and Purchase Agreement, dated August 14,
2026, by and between Diginex Limited and the Sellers listed on Schedule 1, thereto (the “A&R SPA PR”). The A&R SPA
PR is attached hereto as Exhibit 99.2.
On August 13,
2026, Diginex issued a press release disclosing the scheduling of an extraordinary meeting of the Diginex shareholders as required by
the A&R SPA (the “SH Meeting PR”). The SH Meeting PR is attached hereto as Exhibit 99.3.
This Report on Form 6-K shall
be deemed to be incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-292968), to the extent
not superseded by documents or reports subsequently filed or furnished.
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1# |
|
Amended and Restated Sale and Purchase Agreement, dated August 14, 2026, by and between Diginex Limited and the Sellers listed on Schedule 1. |
| |
|
|
| 10.2# |
|
Amended and Restated Deed of Undertaking, dated August 14, 2026, by and between Miles Christain Pelham, Rhino Ventures Limited, Radhika Sundaram and Rambacthavachalam Dhakshina Moorthy. |
| |
|
|
| 10.3 |
|
Supplemental
Letter to Funding Agreement, dated August 14, 2026, by and between Diginex Limited and Resulticks Global Companies Pte. Limited. |
| |
|
|
| 99.1 |
|
Diginex Limited Press Release, dated August 13, 2026, disclosing earnings for the fiscal year ended March 31, 2026. |
| |
|
|
| 99.2 |
|
Diginex Limited Press Release, dated August 14, 2026, disclosing execution of the Amended and Restated Sale and Purchase Agreement, dated August 14, 2026, by and between Diginex Limited and the Sellers listed on Schedule 1. |
| |
|
|
| 99.3 |
|
Diginex Limited Press Release, dated August 14, 2026, disclosing the scheduling of an extraordinary meeting of the Diginex shareholders. |
#
Certain exhibits and schedules to these exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees
to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
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:
August 14, 2026 |
|
/s/
Lubomila Jordanova |
| |
Name: |
Lubomila
Jordanova |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit
99.1
Diginex
Grows Revenue 77%, Remains Debt-Free as Sustainability RegTech Platform Takes Shape Following Strategic Acquisitions
| ● | Accelerated
global scaling through three strategic cross-border acquisitions, PlanA.earth GmbH (“Plan
A”), Matter DK ApS (“Matter”), and The Remedy Project Limited (“The
Remedy Project”), unifying regulatory compliance capabilities to serve corporate and
institutional clients worldwide. |
| ● | Appointed
Lorenzo Romano as Deputy Chairman, Lubomila Jordanova as Chief Executive Officer and integrated
leadership from the Company’s strategic acquisitions, advancing platform unification
and global scaling and cross-selling efforts. |
LONDON,
August 13, 2026 (GLOBE NEWSWIRE) — Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”),
a provider of ESG, sustainability and compliance solutions to institutional and corporate clients globally, today announced its consolidated
financial and operational results for the fiscal year ended March 31, 2026 (“FY2026”).
FY2026
marked a transformative year for Diginex as the Company evolved into an integrated sustainability technology platform through the acquisition
of Plan A, Matter, and The Remedy Project. These strategic additions directly complement Diginex’s existing
products by expanding the platform across carbon accounting, ESG analytics, supply chain due diligence, human rights remediation and
regulatory reporting, positioning the Company to better serve the growing global demand for comprehensive sustainability and compliance
solutions.
As
these acquisitions were completed in October 2025 (Matter) and January 2026 (Plan A and The Remedy Project), the financial results for
FY2026 reflect only a few months of contribution from the acquired businesses, and do not yet capture the anticipated benefits of the
acquisitions including full integration or cross-selling across the combined platform.
Fiscal
Year ended March 31, 2026 Full-Year Highlights:
| ● | Revenues
for FY2026 increased 77% to $3.6 million, driven in part by $1.2 million in partial-period
post-acquisition contributions from Matter (acquired October 2025) and Plan A and The Remedy
Project (both acquired January 2026). |
| ● | Reported
net loss ending FY2026 was $31.1 million, compared to a net loss of $5.2 million for the
year end March 31, 2025 (“FY2025”) and $4.9 million for the year ended 31 March
2024 (“FY2024”). The Company has produced an adjusted EBITDA view of the business
performance to explain the one-time, non-cash expenses that contributed to the increased
loss for the year. |
| ● | Maintained
a debt-free balance sheet with zero interest-bearing debt instruments at fiscal year-end,
preserving full financial flexibility by funding strategic acquisitions primarily through
share issuances to drive growth while protecting liquidity. |
| ● | Funded
the business during FY2026, primarily via the exercise of two tranches of warrants issued
in Diginex’s initial public offering (the “IPO Warrants”) that raised $25.4
million in gross proceeds. Three tranches of IPO Warrants remain with maturity dates in 2028
and 2029. |
| ● | Total
net assets expanded to $20.3 million on March 31, 2026, compared to $4.6 million on March
31, 2025, the increase primarily reflecting goodwill and intangible assets recognized from
the completed strategic acquisitions, offset by a reclassification of the Founders Warrants
from equity to liability. |
| ● | The
Company disclosed a Non-IFRS Adjusted EBITDA which management believes provides a clearer
view of the operating performance of the business. The FY2026 Adjusted EBITDA loss was $13.0
million, compared to an Adjusted EBITDA loss of $5.2 million in FY2025 and $6.5 million in
FY2024. This difference between the reported loss and the adjusted EBITDA reflects the exclusion
of non-core business expenses: goodwill impairment of $7.0 million on the Matter transaction,
share-based compensation of $5.6 million, non-employee share-based payments of $1.0 million,
M&A-related costs of $3.7 million, and professional fees of $0.8 million in FY2026. |
| ● | Implemented
an on-going comprehensive post-acquisition integration strategy across newly acquired platforms
to drive cross-selling commercial opportunities and capture operational cost synergies. |
Key
Corporate Developments and Business Highlights:
| ● | Strengthened
Executive Leadership with the appointments of Lorenzo Romano as Deputy Chairman and Lubomila
Jordanova as Chief Executive Officer, accelerating post-acquisition operational integration. |
| ● | Matter
tripled carbon data extraction automation to 80% (up from 25%), supported by multi-stage
quality control, reinforcing Diginex’s strategy to build a premium, audit-ready ESG
data infrastructure for institutional clients. |
| ● | Subsequent
to fiscal year-end, the Company announced a $20.0 million capital raise in August 2026, consisting
of 20.0 million ordinary shares and accompanying 5-year warrants to purchase 20.0 million
ordinary shares with an exercise price of $1.00 per share. The purchase price for the 20
million capital raise is expected to be received between July 28, 2026 and March 31, 2027. |
Management
Commentary
“Executing
on our strategic priorities to build a global ESG data and intelligence leader yielded a 77% increase in full-year revenue to $3.6 million,”
said Paul Ewing, Chief Financial Officer of Diginex. “While our acquisitions contributed to our reported results this year, a significant
portion of our net loss was driven by non-cash and one-time M&A-related expenses rather than the underlying operating performance
of our business,” explained Mr. Ewing. “As we integrate our recent acquisitions into a single, unified platform, we remain
focused on driving recurring revenue growth, realizing operational synergies and building long-term shareholder value.”
“Importantly,
our balance sheet remains free of any interest-bearing debt instruments, with net current assets up to $6.3 million from $4.4 million
a year ago and this has been complemented by the recently announced capital raise of $20 million,” continued Mr. Ewing. “The
Company also benefited during the year from the exercise of two tranches of the IPO Warrants that generated $25.4 million in gross proceeds.
This financial strength provides us with the flexibility to continue investing in innovation, integrate our recent acquisitions, and
execute on our long-term growth strategy.”
“As
global sustainability disclosures shift from voluntary guidelines to mandatory regulation, institutional demand for audit-ready ESG data
continues to accelerate,” added Lorenzo Romano, Deputy Chairman of Diginex. “With an expanded platform of capabilities assembled
over the past year, our focus over the next twelve months is operational integration, delivering a unified, enterprise-grade solution
that meets the strictest regulatory standards.”
FY
2026 Financial Results Overview
DIGINEX
LIMITED
CONSOLIDATED
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS
For
the years ended March 31, 2024, 2025 and 2026
| | |
Year ended | | |
Year ended | | |
Year ended | |
| | |
March 31,
2026 | | |
March 31,
2025 | | |
March 31,
2024 | |
| | |
USD | | |
USD | | |
USD | |
| Revenue | |
| 3,615,748 | | |
| 2,040,602 | | |
| 1,299,538 | |
| General and administrative expenses | |
| (28,501,324 | ) | |
| (10,344,514 | ) | |
| (9,363,345 | ) |
| OPERATING LOSS | |
| (24,885,576 | ) | |
| (8,303,912 | ) | |
| (8,063,807 | ) |
| Other income, gains or (losses) | |
| (6,279,948 | ) | |
| 3,501,200 | | |
| 3,753,988 | |
| Finance cost, net | |
| (19,751 | ) | |
| (410,167 | ) | |
| (552,651 | ) |
| LOSS BEFORE TAX | |
| (31,185,275 | ) | |
| (5,212,879 | ) | |
| (4,862,470 | ) |
| Income tax benefit (expense) | |
| 38,992 | | |
| - | | |
| (8,917 | ) |
| LOSS FOR THE YEAR | |
| (31,146,283 | ) | |
| (5,212,879 | ) | |
| (4,871,387 | ) |
| OTHER COMPREHENSIVE INCOME (LOSS) | |
| | | |
| | | |
| | |
| Items that may be reclassified subsequently to profit or loss: | |
| | | |
| | | |
| | |
| Exchange gain (loss) on translation of foreign operations | |
| 55,805 | | |
| 30 | | |
| (7,684 | ) |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | |
| (31,090,478 | ) | |
| (5,212,849 | ) | |
| (4,879,071 | ) |
| | |
| | | |
| | | |
| | |
LOSS PER SHARE ATTRIBUTABLE TO
THE ORDINARY EQUITY HOLDERS OF THE COMPANY | |
| | | |
| | | |
| | |
| Basic loss per share | |
| (1.20 | ) | |
| (0.33 | ) | |
| (0.51 | ) |
| | |
| | | |
| | | |
| | |
| Diluted loss per share | |
| (1.20 | ) | |
| (0.53 | ) | |
| (0.75 | ) |
| ● | For
FY2026, Diginex generated total revenue of $3.6 million, compared to $2.0 million in FY2025
and $1.3 million in FY2024, driven by expanding software solution sales and post-acquisition
revenue contributions. |
| ● | Operating
loss for the year was $24.9 million compared to $8.3 million in FY2025 and $8.1 million in
FY2024. The operations of the acquisitions added $4.5 million to the costs base together
with M&A related costs of $3.7 million coupled with a $1.0 million cost linked to the
value of shares issued to the introducer of Matter, and employee share-based payments of
$5.6 million. |
| ● | Other
losses in the FY2026 related to an impairment of goodwill related to the Matter acquisition.
This impairment was driven by an increase in Diginex share price between signing the Share
Purchase Agreement and closing the acquisition. This was not related to structural business
issues. |
| ● | Reported
net loss was $31.1 million compared to a net loss of $5.2 million in FY2025 and $4.9 million
in FY2024 |
Revenues
| | |
For the year ended March 31, | |
| in USD millions | |
2026 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| |
| Software solutions | |
| 2.7 | | |
| 1.3 | | |
| 0.4 | |
| Advisory fees | |
| 0.3 | | |
| 0.7 | | |
| 0.9 | |
| Data Sales | |
| 0.6 | | |
| - | | |
| - | |
| Total | |
| 3.6 | | |
| 2.0 | | |
| 1.3 | |
| ● | For
FY2026, total revenue increased by $1.6 million, or 77%, to $3.6 million, compared to $2.0
million in FY2025. Revenue growth was driven by a combination of growth in the underlying
business and contributions from recently acquired businesses. |
| ● | Matter
contributed approximately $0.6 million following its October acquisition, while Plan A also
contributed approximately $0.6 million after joining Diginex in January. |
| ● | “We
are focused on building scalable, high-margin revenue streams across our software and data
platforms,” said Mr. Ewing. “ Executing major commercial distribution partnerships
while integrating strategic technology acquisitions allows us to expand our addressable market
globally.” |
General
and Administrative Expenses
| | |
For the year ended March 31, | |
| in USD millions | |
2026 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| |
| Employee benefits | |
| 13.3 | | |
| 4.8 | | |
| 5.0 | |
| M&A costs | |
| 3.7 | | |
| - | | |
| - | |
| Professional fees | |
| 2.9 | | |
| 2.1 | | |
| 0.5 | |
| IT development and maintenance support | |
| 2.4 | | |
| 1.5 | | |
| 2.1 | |
| Impairment losses recognized in respect of the trade and other receivables | |
| 1.2 | | |
| 0.0 | | |
| 0.0 | |
| Audit fees | |
| 1.1 | | |
| 0.4 | | |
| 0.6 | |
| Travel and entertainment | |
| 0.8 | | |
| 0.4 | | |
| 0.5 | |
| Investor Relations | |
| 0.5 | | |
| 0.1 | | |
| - | |
| Share based payments (non-employee related) | |
| 1.0 | | |
| 0.4 | | |
| - | |
| Amortization and depreciation | |
| 0.6 | | |
| 0.1 | | |
| 0.1 | |
| Other | |
| 1.0 | | |
| 0.5 | | |
| 0.5 | |
| | |
| 28.5 | | |
| 10.3 | | |
| 9.3 | |
| ● | For
FY2026, general and administrative expenses were $28.5 million, compared to $10.3 million
in the prior fiscal year and $9.3 million in FY 2024. Employee benefit expense increased
to $13.3 million, reflecting higher headcount following the Company’s acquisitions
and $5.6 million of non-cash share-based compensation. |
| ● | Headcount
on March 31, 2026 of 114 compared to 32 on March 31, 2025. The acquisitions accounted for
79 of the 82 incremental heads. |
| ● | M&A
costs of $3.7 million were associated with legal and due diligence fees associated with the
Company’s M&A strategy, no similar costs in prior years. |
| ● | Audit
fees increased due, in part, to the Company now being classified as a large accelerated filer
and requiring an internal control audit. Increases are also associated with acquisitions
performing PCAOB governed audits |
Balance
Sheet Highlights
DIGINEX
LIMITED
CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
At
March 31, 2025 and 2026
| | |
At
March 31, 2026 | | |
At
March 31, 2025 | |
| | |
USD | | |
USD | |
| ASSETS | |
| | | |
| | |
| Goodwill | |
| 37,598,264 | | |
| - | |
| Intangible assets, net | |
| 6,629,865 | | |
| - | |
| Right-of-use assets | |
| 147,080 | | |
| 225,672 | |
| Rental deposit | |
| - | | |
| 45,463 | |
| Plant and equipment | |
| - | | |
| - | |
| Total non-current assets | |
| 44,375,209 | | |
| 271,135 | |
| Trade receivables, net | |
| 2,037,154 | | |
| 1,394,545 | |
| Contract assets | |
| 154,084 | | |
| 750 | |
| Other receivables, deposit and prepayment | |
| 1,183,733 | | |
| 1,066,191 | |
| Advance to Resulticks Global Companies Pte. Ltd, net | |
| 6,322,258 | | |
| - | |
| Tax recoverable | |
| 27,185 | | |
| - | |
| Restricted bank balance | |
| 383,400 | | |
| 399,400 | |
| Cash and cash equivalents | |
| 4,865,964 | | |
| 3,111,141 | |
| Total current assets | |
| 14,973,778 | | |
| 5,972,027 | |
| LIABILITIES | |
| | | |
| | |
| Trade payables | |
| (3,497,580 | ) | |
| (200,660 | ) |
| Other payables and accruals | |
| (2,693,575 | ) | |
| (706,874 | ) |
| Deferred revenues | |
| (2,370,026 | ) | |
| (505,424 | ) |
| Due to a related company | |
| - | | |
| (34,579 | ) |
| Lease liabilities, current | |
| (156,195 | ) | |
| (126,808 | ) |
| Total current liabilities | |
| (8,717,376 | ) | |
| (1,574,345 | ) |
| Deferred tax liabilities | |
| (1,762,077 | ) | |
| - | |
| Warrant liabilities | |
| (28,553,000 | ) | |
| - | |
| Lease liabilities, net of current portion | |
| - | | |
| (110,867 | ) |
| Total non-current liabilities | |
| (30,315,077 | ) | |
| (110,867 | ) |
| Net current assets | |
| 6,256,402 | | |
| 4,397,682 | |
| Net assets | |
| 20,316,534 | | |
| 4,557,950 | |
| EQUITY | |
| | | |
| | |
| Share Capital | |
| 11,641 | | |
| 1,150 | |
| Share Premium | |
| 125,397,820 | | |
| 25,689,436 | |
| Capital reserve | |
| 9,140,759 | | |
| 5,126,150 | |
| Warrant reserve | |
| 27,897,200 | | |
| 79,263,200 | |
| Exchange reserve | |
| 54,154 | | |
| (1,651 | ) |
| Share option reserve | |
| 5,466,798 | | |
| 1,076,345 | |
| Accumulated losses | |
| (147,651,838 | ) | |
| (106,596,680 | ) |
| Total equity | |
| 20,316,534 | | |
| 4,557,950 | |
| ● | Net
assets increased to $20.3 million from $4.6 million, primarily due to the recognition of
both goodwill and intangibles of $44.2 million following the acquisition and the reclassification
of Founders warrants from equity to liability following a modification. |
| ● | The
Company’s cash position of $4.9 million on March 31, 2026, increased from $3.1 million
reported on March 31, 2025 |
| ● | $2.4
million of deferred revenue that will be recognized as revenue in FY2027 |
| ● | The
balance sheet on March 31, 2026, held no interest-bearing debt instruments. |
Non-IFRS
Financial Measures
| | |
For the year ended March 31, | |
| in USD millions | |
2026 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| |
| Loss for the year | |
| (31.1 | | |
| (5.2 | ) | |
| (4.9 | ) |
| Adjustments: | |
| | | |
| | | |
| | |
| Interest | |
| - | | |
| 0.4 | | |
| 0.6 | |
| Amortization | |
| 0.6 | | |
| 0.1 | | |
| 0.1 | |
| Tax | |
| - | | |
| - | | |
| - | |
| EBITDA | |
| (30.5 | ) | |
| (4.7 | ) | |
| (4.2 | ) |
| Additional Items: | |
| | | |
| | | |
| | |
| Share awards/options/RSU/PSU | |
| 5.6 | | |
| 0.9 | | |
| 1.4 | |
| Impairment on goodwill | |
| 7.0 | | |
| - | | |
| - | |
| M&A related costs | |
| 3.7 | | |
| - | | |
| - | |
| Share based payments (non -employee related) | |
| 1.0 | | |
| - | | |
| - | |
| Professional fees | |
| 0.8 | | |
| - | | |
| - | |
| IPO Costs | |
| - | | |
| 1.7 | | |
| - | |
| Revaluation gains/losses | |
| - | | |
| (3.5 | ) | |
| (3.7 | ) |
| Finance income | |
| (0.6 | ) | |
| - | | |
| - | |
| Adjusted EBITDA | |
| (13.0 | ) | |
| (5.2 | ) | |
| (6.5 | ) |
| ● | We
believe Adjusted EBITA provides a clearer view of the operations of the business by adjusting
for amounts that provides investors with a view of the business on a more consistent basis |
| ● | Adjusted
EBITDA loss for FY2026 of $13 million compared to $5.2 million and $6.5 million for FY 2025
and 2024 respectively |
| - | Fair
value of share awards that materially exceeded prior periods and a non cash expense |
| - | Impairment
of goodwill on the Matter transaction |
| - | M&A
related costs that the Company did not incur in prior years |
| - | Share
based payment in relation to the introduction of the Matter acquisition |
| - | One-off
project based professional fees |
| - | Interest
accrued the advance to Resulticks |
“Evaluating
Non-IFRS Adjusted EBITDA we believe provides a clearer picture of our core operating performance by isolating non-cash charges and one-time
acquisition expenses,” stated Mr. Ewing. “Over 50% of our reported net loss represents non-cash entries and or non-recurring
expenses. Stripping out these items reflects the underlying operational discipline of our business as we integrate our newly acquired
platforms, capture cost synergies, and scale our recurring revenue base.”
About
Diginex
Diginex
Limited (NASDAQ: DGNX) (“Diginex” or the “Company”) is a London-headquartered RegTech business, providing ESG,
sustainability and compliance solutions through an integrated platform trusted by global enterprises and financial institutions.
Its
portfolio of products and services spans the full sustainability lifecycle, including Diginex ESG (reporting), Plan A (carbon accounting),
Matter (data and investment intelligence), Lumen (supply chain risk and traceability), Apprise (worker voice), and The Remedy Project
(human rights remediation), combining technology, analytics and advisory services to turn verified data into decision-ready business
intelligence.
For
more information, please visit the Company’s website: https://www.diginex.com/.
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. These include, but are not limited
to, statements regarding the Company’s ability to maintain compliance with Nasdaq’s listing requirements, and the Company’s
strategic plans. 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 risk factors that may affect its future results disclosed in the Company’s Annual Report on Form 20-F filed with the
SEC on August 13, 2026.
Diginex
Investor
Relations
Email:
ir@diginex.com
IR
Contact – Europe
Jan
Hutterer
Kirchhoff
Consult
Phone:
+49 (40) 609186-0
Email:
diginex@kirchhoff.de
IR
Contact – US
Jackson
Lin
LLYC
Phone:
+1 (646) 717-4593
Email:
jian.lin@llyc.global
Exhibit
99.2
Diginex
and Resulticks Sign Amended Definitive Agreement to Create a Global AI-Powered Group Spanning Customer Engagement and Trusted Sustainability
Data
Private
Funding of US$70 Million Secured and Completion Targeted for 30 October 2026
LONDON,
August 14, 2026 (GLOBE NEWSWIRE) - Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”), a provider
of ESG, sustainability and compliance solutions to institutional and corporate clients, today announced the signing of an amended and
restated sale and purchase agreement (the “A&R SPA”) relating to Diginex’s proposed acquisition of Resulticks Global
Companies Pte. Limited (“Resulticks”), the Singapore-headquartered global provider of AI-powered, real-time customer engagement
solutions, serving some of the world’s largest Fortune 1,000 brands. Resulticks generated US$150 million in revenue and US$17 million
in profit after tax for FY2025, while achieving a compound annual growth rate (CAGR) in excess of 60% since the pandemic. The SPA, which
amends and restates the agreement originally announced on 16 April 2026 sets out the definitive terms on which the two businesses will
combine (the “Transaction”).
The
all-share structure, together with lock-up arrangements, means Resulticks’ founders and shareholders will become majority shareholders
in the combined company.
A
transformational combination
Resulticks’
technology enables brands to unify customer data from across their organizations, orchestrate communications across channels, and make
real time business decisions through AI-powered intelligence and analytics.
Diginex
is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate and supply chain data collection
and reporting to increase transparency in corporate regulatory reporting and sustainable finance.
We
believe together, the two companies (the “Group”) create a differentiated enterprise intelligence platform that helps organisations
not only measure and communicate their impact, but also build deeper customer trust, strengthen brand loyalty and drive sustainable growth.
The Transaction positions the Group at the intersection of two powerful global trends, the rising demand for trusted sustainability leadership
and the increasing use of AI to deliver personalised, real-time customer experiences.
The
combination also unites complementary geographic footprints, Resulticks’ presence across North America, Asia and the Middle East
and Diginex’s base in London and Europe, creating a group with global reach and a substantially larger platform from which to pursue
enterprise customers, partnerships and future growth.
Over
time, customers will benefit from a broader set of capabilities as the Group is entering a materially different phase of scale, technology
capability, and commercial opportunity.
The
revised terms
The
A&R SPA replaces the original sale and purchase agreement, dated April 16, 2026, as amended, in its entirety. Under the revised terms
of the A&R SPA, the consideration payable for 100% of the equity of Resulticks is $1.05 billions payable to the shareholders Resulticks
through the issuance of 600,000,000 newly issued Diginex ordinary shares, issued at an agreed to price of US$1.75 per share.
Pursuant
to the A&R SPA, Diginex will shortly issue a notice to its shareholders to obtain approval of the A&R SPA and the required share
issuance thereunder, at an extraordinary meeting of Diginex shareholders in accordance the Company’s constitutional documents.
The
Transaction is subject to regulatory approval due to the change of control of Diginex to Resulticks, whose shareholders and expected
US$50 million investors will, at Completion, own approximately 86% of the enlarged share capital of the combined entity. In connection
with the Transaction, Diginex will submit an initial listing application to list the securities of the combined company on The Nasdaq
Stock Market in accordance with Nasdaq Rule 5110.
Leadership
and governance
Pursuant
to the A&R SPA, upon completion of the Transaction, Redickaa Subrammanian, Co-Founder & CEO of Resulticks, will be appointed
Chief Executive Officer of the combined company. Additionally, Miles Pelham will step down as Chairman and the Diginex board of directors
will be reconstituted at completion, with new directors designated by Resulticks’ shareholders.
While
there will be no disruption to the existing services provided to clients of Diginex’s ESG platforms and services, clients can look
forward to enhancements to those platforms and services following completion of the Transaction.
New
investment and capital structure
As
announced on August 3rd, 2026, private funding commitments totaling US$70 million have been secured to complete financing
for the combined business. Under the A&R SPA, completion of this new investment is, among other things, a condition to completion
of the Transaction, comprising an investment of not less than US$20 million into Diginex, and not less than US$50 million in connection
with Resulticks, on completion. These funds are intended to support the operations, integration plans and growth of the enlarged group.
Management
commentary
“When
we brought Diginex to Nasdaq, the ambition was always larger than any single product, to build a listed platform capable of real scale.
This transaction represents that ambition taking shape. Resulticks brings proven technology, an enterprise customer base across three
continents, and founders who have built their business with focus and conviction. We also know that a staggering 76% of consumers would
cease buying from firms that neglect ESG practices and therefore, the integration with Resulticks marks a natural progression of our
journey. I am confident that Redickaa, Dakshen and their team are the right leaders for the enlarged group, and we all look forward to
the journey ahead with them” commented Miles Pelham, Chairman of Diginex.
Redickaa
Subrammanian, co-founder of Resulticks, added: “This combination brings together two powerful capabilities that are becoming
increasingly important for every enterprise. Diginex enables organisations to capture and manage trusted ESG, sustainability and regulatory
data, while Resulticks transforms that data, together with internal and external customer intelligence, into real-time customer engagement
through Genie, our agentic AI platform. As consumers increasingly choose brands they trust, businesses need more than compliance; they
need the ability to communicate authentically, engage intelligently and act in real time. Together, we are creating a global trust-led
enterprise intelligence platform that helps organizations turn data into trusted relationships and sustainable growth. We look forward
to completing the transaction and building the enlarged company with ambition, innovation and long-term value creation.”
Completion
remains subject to the satisfaction or waiver of the conditions set out in the SPA, including, among others: approval by Nasdaq of the
initial listing application, Diginex shareholder approval, receipt of required regulatory and third-party consents, including consents
from Resulticks’ lenders, implementation of the agreed board changes, the new investment conditions described above, and other
customary conditions.
There
can be no assurance that the conditions for the Transaction will be satisfied or waived, or that the Transaction will be completed on
the terms described, or at all.
About
Diginex
Diginex
Limited (NASDAQ: DGNX) (“Diginex” or the “Company”) is a London-headquartered RegTech business, providing ESG,
sustainability and compliance solutions through an integrated platform trusted by global enterprises and financial institutions.
Its
portfolio of products and services spans the full sustainability lifecycle, including Diginex ESG (reporting), Plan A (carbon accounting),
Matter (data and investment intelligence), Lumen (supply chain risk and traceability), Apprise (worker voice), and The Remedy Project
(human rights remediation), combining technology, analytics and advisory services to turn verified data into decision-ready business
intelligence.
For
more information, please visit the Company’s website: https://www.diginex.com/.
About
Resulticks
Resulticks
is a connected customer engagement solution designed for real-time, data-driven audience experiences. It helps brands unify customer
data, orchestrate communications across channels, and make more informed business decisions through AI-powered intelligence and analytics.
Resulticks serves enterprises across North America, Asia, and the Middle East and is headquartered in New York, with additional offices
in India, Singapore, and Dubai.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “may,” “continue,” “predict,”
“potential,” “project” and similar expressions that are intended to identify forward-looking statements and include
statements regarding the proposed transaction with Resultics; the anticipated strategic and financial benefits of the transaction, including
the unlocking of shareholder value; the expected timing for completion of the transactions in the fourth quarter of 2026; the expected
changes to operations; the impact of the Transaction to the Company’s stockholders, employees, customers, business partners, dealers,
vendors, suppliers, and other stakeholders; and the combined public company’s future trading on The Nasdaq Stock Market.
These
forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are
subject to a number of risks and uncertainties, many of which are difficult to predict, that could cause actual results to differ materially
from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could
cause actual results to differ materially from current expectations include, among others, the ability of the parties to consummate the
proposed transaction; satisfaction of closing conditions to the consummation of the proposed transaction; the impact of the announcement
of the proposed transaction on the Company’s relationships with its employees, existing customers or potential future customers,
and the risk factors described in the Company’s 2026 Annual Report on Form 20-F filed with the SEC on August 13, 2026 . The
information in this release is provided only as of the date of this release, and the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which
the statements are made or to reflect the occurrence of unanticipated events, except as required by law.
No
Offer or Solicitation
This
communication is for informational purposes only and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation
of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Diginex
Investor
Relations
Email:
ir@diginex.com
IR
Contact – Europe
Jan
Hutterer
Kirchhoff
Consult
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
Exhibit
99.3
Diginex
Limited Announces Extraordinary General Meeting to Approve Proposed Acquisition of Resulticks
Board
convenes EGM for 8 October 2026 to approve the share purchase agreement with Resulticks, an increase in authorized share capital and
the adoption of amended and restated memorandum and articles of association, record date set at 14 August 2026
LONDON,
August 14, 2026 (GLOBE NEWSWIRE) - Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”), a provider
of ESG, sustainability and compliance solutions to institutional and corporate clients, today announced that its Board of Directors has
resolved to convene an extraordinary general meeting of shareholders (the “EGM”) on Thursday, October 8, 2026.
The
EGM is being convened in connection with the Company’s proposed acquisition of Resulticks Global Companies Pte. Limited (“Resulticks”)
(the “Transaction”), pursuant to the amended and restated share purchase agreement dated 14 August 2026 (the “SPA”)
announced by the Company earlier today. Under the SPA, the consideration for the Transaction comprises 600,000,000 Diginex ordinary shares,
issued at a price of US$1.75 per share, payable entirely by the issuance of new equity.
Resolutions
to be proposed at the EGM
At
the EGM, shareholders will be asked to consider and, if thought fit, approve resolutions covering the following matters, the full text
of which will be set out in the notice of EGM:
| 1. | the
approval of the SPA and the transactions contemplated thereby, including the allotment and
issuance of the new ordinary shares comprising the consideration for the Transaction; |
| 2. | an
increase in the authorized share capital of the Company to provide sufficient headroom for
the shares issuable in connection with the Transaction; |
| 3. | the
adoption of amended and restated memorandum and articles of association of the Company; and |
| 4. | a
consolidation of the Company’s ordinary shares, intended to ensure that, in connection
with the Transaction, the enlarged group satisfies the requirements applicable to its Nasdaq
initial listing application. |
The
full text of the resolutions will be set out in the notice of EGM.
Record
date and voting
The
Board has fixed the close of business (New York time) on August 14, 2026 as the record date for the EGM (the “Record Date”).
Shareholders of record as at the Record Date will be entitled to receive notice of, attend and vote at the EGM.
The
notice of EGM, together with the accompanying proxy materials, will be furnished to the U.S. Securities and Exchange Commission under
cover of Form 6-K and made available on the Company’s website, and will be distributed to shareholders of record on or around September
25th, 2026.
Transaction
timetable
Completion
of the Transaction remains subject to the satisfaction or waiver of the conditions set out in the SPA, including, among others: approval
of the resolutions described above, approval by Nasdaq of the Company’s initial listing application in accordance with Nasdaq Rule
5110, receipt of required regulatory and third-party consents, and other customary conditions. Subject to the satisfaction (or, where
permitted, waiver) of those conditions, completion is targeted for no later than 30 October 2026.
There
can be no assurance that the conditions for the Transaction will be satisfied or waived, or that the Transaction will be completed on
the terms described, or at all.
About
Diginex
Diginex
Limited (NASDAQ: DGNX) (“Diginex” or the “Company”) is a London-headquartered RegTech business, providing ESG,
sustainability and compliance solutions through an integrated platform trusted by global enterprises and financial institutions.
Its
portfolio of products and services spans the full sustainability lifecycle, including Diginex ESG (reporting), Plan A (carbon accounting),
Matter (data and investment intelligence), Lumen (supply chain risk and traceability), Apprise (worker voice), and The Remedy Project
(human rights remediation), combining technology, analytics and advisory services to turn verified data into decision-ready business
intelligence.
For
more information, please visit the Company’s website: https://www.diginex.com/.
About
Resulticks
Resulticks
is a connected customer engagement solution designed for real-time, data-driven audience experiences. It helps brands unify customer
data, orchestrate communications across channels, and make more informed business decisions through AI-powered intelligence and analytics.
Resulticks serves enterprises across North America, Asia, and the Middle East and is headquartered in New York, with additional offices
in India, Singapore, and Dubai.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements, including statements regarding the EGM, the proposed resolutions, the
Transaction and the expected timing of completion. These statements involve risks and uncertainties that could cause actual results to
differ materially from those anticipated, including the risk that the conditions to completion of the Transaction are not satisfied or
waived, that required shareholder, regulatory or Nasdaq approvals are not obtained, or that the Transaction does not complete on the
expected timetable or at all. The Company undertakes no obligation to update these statements except as required by law.
Diginex
Investor
Relations
Email:
ir@diginex.com
IR
Contact – Europe
Jan
Hutterer
Kirchhoff
Consult
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
