Major Diginex (DGNX) warrants tied to chairman get two-year extension

Rhea-AI Filing Summary

Diginex Limited extended the exercise periods on several large warrant grants held by Rhino Ventures Limited, an entity controlled by its chairman, Miles Pelham. The Board, with Mr. Pelham abstaining, approved a two-year extension for a founders warrant covering 4,170,520 warrants and three IPO-related warrants, each for 18,000,000 Ordinary Shares at exercise prices of $1.03, $1.28, and $1.54. The founders warrant, if fully exercised, would result in new Ordinary Shares equal to 51% of the company’s outstanding Ordinary Shares at the time of exercise. New expiry dates now range from April 23, 2028 to January 23, 2029, extending potential dilution and control implications further into the future.

Positive

• None.

Negative

• Extended dilution and control overhang: The founders warrant can result in new Ordinary Shares equal to 51% of outstanding shares at exercise, and three additional 18,000,000‑share IPO warrants now remain exercisable longer, prolonging a substantial potential dilution and influence concentration tied to a related party.

Insights

Equity & governance analyst

Diginex extends very large insider-linked warrants, prolonging potential dilution and control concentration.

Diginex extended by two years a founders warrant and three IPO warrants held by Rhino Ventures Limited, controlled by its chairman. The founders warrant alone could lead to issuance of Ordinary Shares equal to 51% of shares outstanding at exercise time.

The additional three IPO warrants, each for 18,000,000 Ordinary Shares at exercise prices from $1.03 to $1.54, also remain exercisable for longer. This combination sustains a sizable overhang of possible new shares linked to a related party.

The board required Mr. Pelham to abstain from approving the extension, which reflects basic related-party governance practice. Actual impact depends on if and when RVL chooses to exercise these warrants under the new expiry dates running into 2028 and 2029.

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 March 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): ☐

Extension of Exercise Periods for Warrants

Diginex Limited (“Diginex” or the “Company”) previously issued the following warrants of the Company to Rhino Ventures Limited, a Cayman Islands exempted company (“RVL”), which is owned and controlled by Miles Pelham, the Chairman of the Company:

1. 4,170,520 warrants issued to RVL pursuant to a deed dated 15 July 2024 and corrected on 30 January 2026, that are exercisable at a price of US$6.13 per warrant and were exercisable until 27 May 2027 (the “Founders Warrant”), which if fully exercised, will result in the issuance of Ordinary Shares in an amount equal to 51% of the Company’s outstanding Ordinary Shares at the time the warrants are exercised, and such amount will be prorated in the event of partial exercise of the warrants;

2. On 23 January 2025 the Company issued RVL a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.03 per share, which is equivalent to 100% premium to the initial public offering price per share, which were exercisable until 23 April 2026 (the “IPO Warrant No. 1”),

3. On 23 January 2025 the Company issued RVL a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.28 per share, which is equivalent to 150% premium to the initial public offering price per share, which were exercisable until 23 July 2026 (the “IPO Warrant No. 2”), and

4. On 23 January 2025 the Company issued RVL a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.54 per share, which is equivalent to 200% premium to the initial public offering price per share, which were exercisable until 23 January 2027 (the “IPO Warrant No. 3”)

On March 20, 2026, the Board of Directors of the Company, with Mr. Pelham abstaining, approved and authorized a two year extension to the exercise periods for each of the Founders Warrant, IPO Warrant No. 1, IPO Warrant No. 2, and IPO Warrant No. 3. On March 20, 2026, the Company and RVL executed and delivered: (1) an amendment to the Founders Warrant to extend the exercise period by two years to 27 May 2029 (the “Amended Founders Warrant”), (2) an amendment to the IPO Warrant No. 1 to extend the exercise period by two years to 23 April 2028 (the “Amended IPO Warrant No. 1”), (3) an amendment to the IPO Warrant No. 2 to extend the exercise period by two years to 23 July 2028 (the “Amended IPO Warrant No. 2”), and (4) an amendment to the IPO Warrant No. 3 to extend the exercise period by two years to 23 January 2029 (the “Amended IPO Warrant No. 3”). Copies of the Amended Founders Warrant, the Amended IPO Warrant No. 1, the Amended IPO Warrant No. 2, and the Amended IPO Warrant No. 3 are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and incorporated herein by reference.

Exhibit No.		Description
10.1		Founders Amended Warrant, dated March 20, 2026.
10.2		Amended IPO Warrant No. 1, dated March 20, 2026.
10.3		Amended IPO Warrant No. 2, dated March 20, 2026.
10.4		Amended IPO Warrant No. 3, dated March 20, 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: March 23, 2026		/s/ Lubomila Jordanova
	Name:	Lubomila Jordanova
	Title:	Chief Executive Officer
		(Principal Executive Officer)

FAQ

What did Diginex (DGNX) change regarding its warrants in this 6-K?

Diginex extended the exercise periods of a founders warrant and three IPO warrants held by Rhino Ventures Limited by two years. These warrants together represent substantial potential new Ordinary Shares if exercised, pushing their expiry dates into 2028 and 2029.

How large is the Diginex founders warrant held by Rhino Ventures Limited?

The founders warrant covers 4,170,520 warrants. If fully exercised, it will result in issuing Ordinary Shares equal to 51% of Diginex’s outstanding Ordinary Shares at the exercise time, making it a highly significant potential source of dilution and voting power.

What are the terms of Diginex’s three IPO warrants extended in this filing?

Diginex’s three IPO warrants each allow Rhino Ventures Limited to purchase 18,000,000 Ordinary Shares at exercise prices of $1.03, $1.28, and $1.54 per share. Their expiry dates have been extended by two years to April 23, 2028, July 23, 2028, and January 23, 2029.

Who holds the extended Diginex warrants and what is the relationship to the company?

All extended warrants are held by Rhino Ventures Limited, a Cayman Islands exempted company owned and controlled by Miles Pelham, the chairman of Diginex. This makes the warrant extensions a related-party matter involving a key company insider.

Did Diginex’s chairman vote on the warrant extension decision?

No. The Board of Directors approved the two-year extension of all four Rhino Ventures Limited warrants on March 20, 2026, with chairman Miles Pelham abstaining from the decision, reflecting standard practice for related-party governance situations.

What are the new expiration dates for Diginex’s extended warrants?

The founders warrant now expires May 27, 2029. IPO Warrant No. 1 expires April 23, 2028, IPO Warrant No. 2 expires July 23, 2028, and IPO Warrant No. 3 expires January 23, 2029, extending each original term by two years.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 186.4 KB
• EX-10.2 EX-10.2 156.9 KB
• EX-10.3 EX-10.3 156.9 KB
• EX-10.4 EX-10.4 167.6 KB