Miles Pelham discloses large Diginex Ltd (DGNX) warrant and share stakes

Rhea-AI Filing Summary

Diginex Ltd director and 10% owner Miles Pelham has filed an initial ownership report showing substantial direct and indirect positions in the company’s securities. Through Rhino Ventures Limited, which he wholly owns and manages, he may be deemed to control large warrant and share holdings.

Rhino holds warrants that, if fully exercised, would equal 51% of Diginex’s outstanding Ordinary Shares as of March 16, 2026, calculated as 118,604,339 shares at an exercise price of $6.13 per warrant. Rhino also holds three additional warrant series, each for 18,000,000 Ordinary Shares at exercise prices of $1.03, $1.28, and $1.54. Separately, Pelham directly holds Ordinary Shares and has been granted 14,164 Restrictive Share Units and 14,164 Performance Share Units that vest in tranches through March 31, 2028, subject to conditions.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pelham Miles Christian

(Last) (First) (Middle)

C/O DIGINEX LIMITED

25 WILTON ROAD, VICTORIA

(Street)

LONDON SW1V 1LW

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Diginex Ltd [ DGNX ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	61,121,976	I	See Footnote(1)
Ordinary Shares	4,782,240	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(2)	07/15/2024	05/27/2029	Ordinary Shares	118,604,339(2)	$6.13(2)	I	See Footnote(1)
Warrants(3)	01/23/2025	04/23/2028	Ordinary Shares	18,000,000	$1.03	I	See Footnote(1)
Warrants(3)	01/23/2025	07/23/2028	Ordinary Shares	18,000,000	$1.28	I	See Footnote(1)
Warrants(3)	01/23/2025	01/23/2029	Ordinary Shares	18,000,000	$1.54	I	See Footnote(1)
Restrictive Share Units	03/31/2026(4)	(4)	Ordinary Shares	14,164	(4)	D
Performance Share Units	03/31/2028(5)	(5)	Ordinary Shares	14,164	(5)	D

Explanation of Responses:

1. Consists of securities held by Rhino Ventures Limited ("Rhino"), which is wholly owned and managed by Miles Pelham, who has voting and dispositive control over the securities held by Rhino. Mr. Pelham, through his position as director of Rhino, may be deemed to hold the power to vote or direct the vote and dispose of or direct the disposition of the securities beneficially held by Rhino.

2. These warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Issuer's outstanding Ordinary Shares at the time the warrants are exercised. This amount will be prorated in the event of partial exercise of the warrants. For the purposes of this Form 3, we have calculated this warrant to be exercisable for 118,604,339 Ordinary Shares, which is 51% of the 232,557,527 Ordinary Shares the Issuer had issued outstanding as of March 16, 2026. The exercise price of this warrant is $6.13 per warrant.

3. On January 23, 2025, the Issuer issued Rhino the following warrants in connection with the closing of the Issuer's initial public offering: (i) 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, (ii) 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, and (iii) 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.

4. On November 7, 2025, the Issuer issued Mr. Pelham Restrictive Share Units ("RSUs") to acquire 14,164 Ordinary Shares. The RSUs vest 1/3 on March 31, 2026, 1/3 on March 31, 2027, and 1/3 on March 31, 2028, provided certain conditions are satisfied.

5. On November 7, 2025, the Issuer issued Mr. Pelham Performance Share Units ("PSUs") to acquire 14,164 Ordinary Shares. The PSUs all vest on March 31, 2028, provided certain conditions are satisfied.

	/s/ Miles Pelham	03/20/2026
	** Signature of Reporting Person	Date
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* Form 3: SEC 1473 (03-26)