Diginex Limited SEC Filings

Diginex Ltd Chief Operating Officer Christian Thierfelder reported his initial beneficial ownership of equity awards tied to the company’s Ordinary Shares. He holds Restrictive Share Units and Performance Share Units, each linked to 11,941 underlying Ordinary Shares at an exercise price of 0.0000.

The RSUs were issued on November 7, 2025 and vest in three equal parts on March 31, 2026, March 31, 2027, and March 31, 2028, subject to conditions. The PSUs were also issued on November 7, 2025 and fully vest on March 31, 2028, provided specified conditions are met.

Diginex Ltd director and Chief Executive Officer Lubomila Jordanova filed an initial ownership report. The filing shows direct ownership of 507,065 Ordinary Shares, establishing her equity stake in the company. This Form 3 does not report any new buy or sell transactions, only existing holdings.

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.

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.

Diginex Ltd’s largest shareholder, Rhino Ventures Limited, and its owner, Miles Pelham, have updated their Schedule 13D in Amendment No. 5. Rhino Cayman reports beneficial ownership of 233,726,315 ordinary shares, or 57.7% of the 232,557,527 shares outstanding as of March 16, 2026, including 172,604,339 shares underlying warrants exercisable within 60 days. Pelham beneficially owns 238,508,555 shares, or 58.9%, combining his personal 4,782,240 shares with Rhino Cayman’s holdings.

The filing notes several recent events: an 18,000,000‑share warrant held by Rhino Cayman expired on January 23, 2026; Pelham exercised employee stock options for 2,427,200 shares on February 4, 2026; and on March 6, 2026, 36,000,000 pledged shares were foreclosed by Rocky Rai in full satisfaction of a $29,778,500 loan. Rhino Cayman still holds a “51% Warrant” (4,170,520 warrants assumed exercisable for 118,604,339 shares at $6.13 per warrant) and three IPO‑related warrants for 18,000,000 shares each at exercise prices of $1.03, $1.28, and $1.54. The board extended the exercise periods of these warrants by two years, with expiries now spanning 2028–2029. The issuer also granted Pelham RSUs and PSUs covering 14,164 shares each, vesting between 2026 and 2028, while the reporting persons state they currently hold the securities for investment purposes.

Diginex Ltd filed an initial ownership report for Chief Technology Officer Graham Bridges. The filing shows direct ownership of 631,228 Ordinary Shares.

It also discloses Restrictive Share Units granted on November 7, 2025 to acquire 8,978 Ordinary Shares, vesting in three equal installments on March 31, 2026, March 31, 2027, and March 31, 2028, subject to conditions. In addition, Performance Share Units granted on the same date cover another 8,978 Ordinary Shares, vesting in full on March 31, 2028, also subject to conditions.

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.

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.

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.