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Diginex Limited SEC Filings

DGNX NASDAQ

Welcome to our dedicated page for Diginex SEC filings (Ticker: DGNX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Diginex Limited (NASDAQ: DGNX) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer. Diginex files reports under the Securities Exchange Act of 1934, including Form 20-F for annual reporting and multiple Form 6-K current reports that document material events, acquisitions, financings, and corporate actions.

For Diginex, Form 6-K filings have covered topics such as the closing of its all-share acquisition of ESG data company Matter DK ApS, non-binding memoranda of understanding to acquire Plan A and Kindred OS, and a definitive share purchase agreement to acquire The Remedy Project Limited. Other 6-Ks describe warrant exercises, bonus share issuances, and meeting notices, providing detail on share capital changes and strategic financing decisions.

Investors examining DGNX filings can use annual and interim financial statements to review revenue composition across subscription and license fees, advisory fees, and customization fees, as well as operating expenses and balance sheet developments. These documents also summarize the company’s sustainability RegTech focus, principal office location in London, and its use of technologies such as blockchain, AI, and machine learning in ESG and supply chain data management.

Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy reports, helping readers quickly identify major transactions, capital structure changes, and updates to Diginex’s sustainability and compliance platform. Users can monitor new 6-K submissions in near real time, review historical annual reports on Form 20-F, and track how the company’s disclosures evolve as it pursues acquisitions and expands its ESG and RegTech offerings.

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Diginex Ltd vice chairman Romano Lorenzo has filed a Form 3 reporting his current equity interests in the company. He directly holds 1,339,130 Ordinary Shares. He also holds Restrictive Share Units that can convert into 6,276 Ordinary Shares and Performance Share Units that can convert into another 6,276 Ordinary Shares.

The RSUs were issued on November 7, 2025 and vest in three equal installments on March 31, 2026, March 31, 2027, and March 31, 2028, subject to specified conditions. The PSUs were also issued on November 7, 2025 and vest in full on March 31, 2028, provided their performance and other conditions are satisfied.

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Diginex Ltd Chief Financial Officer Paul Neil Ewing filed an initial ownership report detailing his equity-based compensation. He holds stock options granted on May 1, 2023 for 2,325,575 Ordinary Shares, on September 1, 2023 for 465,115 Ordinary Shares, and on August 21, 2024 for 1,162,788 Ordinary Shares, each with an exercise price of $0.00005 per share and expiring on April 30, 2026. He also has 21,137 Restrictive Share Units vesting in thirds on March 31 of 2026, 2027, and 2028, and 21,137 Performance Share Units that vest on March 31, 2028, in each case only if specified conditions are satisfied.

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Diginex Ltd reports a 3.93% beneficial holding by Nalimz Holdings Ltd. The filing amends prior Schedule 13G information and states Nalimz Holdings beneficially owns 9,119,719 Ordinary Shares of the issuer. The percentage is calculated using 231,877,135 Ordinary Shares outstanding as of February 25, 2026.

The statement certifies sole voting and dispositive power over the 9,119,719 shares and is signed by Rachel Forster, Esq., by power of attorney on behalf of the reporting person.

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Diginex Limited entered a four-year strategic reseller agreement with Resulticks that targets US$40 million in cumulative revenue, aiming to generate recurring sales of its ESG and sustainability platforms through Resulticks’ global enterprise client base.

Resulticks will earn a 15% commission on the first-year license fee and 7% on renewals, with Diginex also funding certain market development activities. Separately, Resulticks agreed to repay the existing US$8 million funding from Diginex in four equal US$2 million instalments during 2026, with 10% annual interest paid in a lump sum on September 30, 2026.

Diginex also reports that final terms for a potential business combination with Resulticks are agreed and that they are in discussions for a non-dilutive medium-term debt facility to close the transaction, while cautioning there is no assurance a definitive deal will be executed or completed.

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Diginex Limited is changing leadership, with former Plan A founder Lubomila Jordanova appointed Chief Executive Officer and director effective January 28, 2026. Former CEO Mark Blick has resigned from the board and CEO role and will remain as Strategic Advisor during the transition.

The company highlights Blick’s tenure, including a Nasdaq listing in January 2025, a 293% increase in revenue, and multiple strategic acquisitions. Jordanova’s background in carbon accounting, decarbonization and EU sustainability regulation aligns with Diginex’s strategy to build a top sustainability and RegTech platform and expand across Europe and globally.

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Diginex Limited filed Amendment No. 2 to its Form 20-F for the year ended March 31, 2025. The amendment adds required internal controls disclosure, documents an exemption from Nasdaq Rule 5635(d) on certain large private issuances, corrects the audit opinion period, and reflects the appointment of Lubomila Jordanova as Chief Executive Officer, with former CEO Mark Blick becoming Strategic Advisor.

For 2025, Diginex reported revenue of $2,040,602, compared with $1,299,538 in 2024 and $1,625,763 in 2023. Loss for the year was $(5,212,879), versus $(4,871,387) in 2024 and $(9,257,598) in 2023, showing continued operating losses. As of March 31, 2025, cash and cash equivalents were $3,111,141, up sharply from $76,620 a year earlier, while total assets rose to $6,243,162 from $974,417. Current liabilities fell to $1,574,345 from $14,267,453 and non-current liabilities to $110,867 from $9,717,088, shifting total equity from a deficit of $(23,010,124) to positive equity of $4,557,950. The company had 22,993,763 ordinary shares outstanding as of March 31, 2025 and completed an IPO of 2,250,000 ordinary shares at $4.10 per share, plus a 337,500-share over-allotment, alongside six warrant tranches.

Diginex operates ESG-focused software and services through Hong Kong-based Diginex Solutions (HK) Limited and subsidiaries in the UK and U.S., with IFRS financials in U.S. dollars and a March 31 fiscal year-end. The filing highlights substantial accumulated losses of $106,596,680, a limited operating history, dependence on growing ESG reporting demand, cybersecurity risks, the need for continued capital, and extensive risks tied to operating from Hong Kong, including evolving PRC-related legal, data security, HFCAA, and national security law developments that could affect its U.S. listing and ability to raise capital.

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Diginex Limited filed a Form 6-K describing a correction to previously issued warrants held by Rhino Ventures Limited, an entity owned and controlled by its Chairman, Miles Pelham. On July 15, 2024, Diginex issued 4,170,520 warrants exercisable at US$6.13 per warrant until May 27, 2027.

If fully exercised, these 2024 Warrants would result in new shares equal to 51% of Diginex’s outstanding ordinary shares at the time of exercise, with prorating for partial exercises. The board authorized management to issue a corrected 2024 Warrant agreement to fix drafting errors, mainly to clarify that the subscription price is US$6.13 per warrant, consistent with terms described in Diginex’s Form 20-F.

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Diginex Limited has completed the acquisition of PlanA.earth GmbH, a European AI-powered carbon accounting and decarbonization platform. In exchange for 100% of Plan A’s equity, Diginex delivered €3 million in cash and 6,720,317 ordinary shares valued at €52 million.

The sellers may receive additional share-based Earn-Out payments of up to €25,000,000, tied to recurring revenue targets of €11.3 million for the twelve months ending March 31, 2027 and €17 million for the twelve months ending March 31, 2028. The consideration shares are locked up and released in stages from 6 to 15 months after closing.

Diginex plans to combine its ESG reporting capabilities with Plan A’s carbon accounting technology to offer an integrated sustainability platform linking regulatory reporting, value-chain emissions and decarbonization strategy.

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Diginex Limited has completed the acquisition of Hong Kong-based ESG and human-rights advisory firm The Remedy Project Limited. Diginex acquired 100% of The Remedy Project’s shares from founder Archana Kotecha in exchange for 1,000,000 Diginex ordinary shares valued at $3,790,000, or $3.79 per share, plus a commitment to issue up to an additional 1,000,000 earnout shares over three years if agreed operating and earnout targets are met.

The earnout is structured in four tranches of 250,000 shares each. The first tranche is scheduled for March 27, 2026 and the second 18 months after closing, each dependent on the seller not terminating her Diginex employment before the relevant date. The third and fourth tranches require the company to achieve adjusted EBITDA of $4.1 million for the year ending March 31, 2028 and $8.2 million for the year ending March 31, 2029, respectively.

The Remedy Project will be integrated into Diginex’s sustainability RegTech offering, combining Diginex’s AI-powered supply chain platforms with The Remedy Project’s expertise in labor rights, grievance mechanisms, and remediation to support clients’ human-rights due diligence and compliance with evolving global regulations.

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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.

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FAQ

How many Diginex (DGNX) SEC filings are available on StockTitan?

StockTitan tracks 29 SEC filings for Diginex (DGNX), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Diginex (DGNX)?

The most recent SEC filing for Diginex (DGNX) was filed on March 19, 2026.