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.
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.
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.
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.