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.
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.
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.
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.
Diginex Limited reported that it executed a non-binding memorandum of understanding to acquire Kindred OS, an innovator in Edge AI, a technology that enables AI models to run locally, securely, and independently of the cloud. The company attached a press release dated November 6, 2025 as Exhibit 99.1.
Diginex Limited reported a warrant exercise by Rhino Ventures Limited, resulting in the issuance of 18,000,000 ordinary shares at an exercise price of $0.77 per share. The Company received total proceeds of $13,837,500, delivered in full. The warrants were set to expire on October 23, 2025. Diginex plans to use the cash to accelerate growth initiatives, strengthen working capital, and support strategic expansion.
Diginex Limited closed its all-share acquisition of Matter DK ApS, an ESG data and analytics company. The deal values Matter’s equity at $13 million and is paid in Diginex ordinary shares.
Diginex issued 1,055,272 consideration shares at closing and will issue an additional 186,224 shares 12 months after closing, for a total of 1,241,496 consideration shares. The parties originally valued the shares at $83.77 each, adjusted to $10.47 per share following Diginex’s September 8, 2025 bonus share issuance. The consideration shares carry an 18‑month lock‑up.
Diginex also reserved 238,752 management shares for Matter’s senior management, to be issued in equal portions on the 12‑ and 24‑month anniversaries of closing, subject to continued employment, and issued 62,074 shares as an introductory fee. Matter adds portfolio‑level sustainability analytics, API integrations, and traceable ESG datasets to Diginex’s platform.
Diginex Limited reports multiple corporate actions centered on its planned acquisition of Copenhagen-based ESG data provider Matter DK ApS. The deal values Matter’s equity at $13 million, to be paid entirely in Diginex ordinary shares. A share purchase agreement provides for 155,187 Diginex shares as consideration, valued by the parties at $83.77 per share, with 85% issued at closing and 15% issued 12 months later, all subject to an 18‑month lock-up.
Diginex will also reserve 29,844 incentive shares for key Matter personnel, with half vesting 12 months after closing and half after 24 months, and plans to file a Form F‑1 to register both the consideration and incentive shares. To support Matter prior to closing, Diginex has extended two loan facilities totaling up to EUR 750,000 at 5% interest. Separately, Diginex completed an eight-to-one stock split paid as bonus shares, issuing seven bonus shares for each share held, bringing total ordinary shares outstanding to about 201,950,104 as of September 8, 2025.
Diginex Limited Schedule 13D Amendment No. 3 reports that Rhino Ventures Limited and its sole shareholder Miles Pelham control a dominant stake in Diginex. Rhino beneficially holds 34,014,566 ordinary shares, representing 68.9% of the class based on 49,368,082 shares outstanding, which includes 24,124,319 shares underlying warrants exercisable within 60 days. Mr. Pelham beneficially owns 34,612,346 shares, or 69.7%, including his direct shares, vested options and Rhino's holdings. On August 22, 2025, certain warrants previously subject to a warrant purchase agreement reverted to Rhino (three warrants of 2,250,000 shares each with exercise prices of $8.20, $10.25 and $12.30). Rhino previously exercised a warrant on July 22, 2025 to acquire 2,250,000 shares at $5.13 per share. The reporting persons state the securities were acquired for investment purposes and assert no present plans for material corporate transactions or governance changes, while Mr. Pelham serves as Chairman.
Diginex Limited filed an amendment to its Form 20-F to include its executive compensation recovery policy (the Clawback Policy) as an exhibit and to update disclosures reflecting recent events. The amendment notes the exercise of Tranche 1 IPO Warrants on July 22, 2025 and a memorandum of understanding to acquire IDRRA Cyber Security Limited dated August 12, 2025.
The company reports 22,993,763 ordinary shares outstanding as of March 31, 2025, revenue $2,040,602 and a loss for the year $(5,212,879). At that date it had cash and cash equivalents $3,111,141, total assets $6,243,162 and accumulated losses $106,596,680. Financial statements are prepared in IFRS. The filing reiterates extensive risk disclosures, including Hong Kong/PRC regulatory risk, cybersecurity risk and potential HFCAA implications.