Diginex Limited SEC Filings

Diginex Limited reports that HBM IV, Inc. and affiliated Hearst entities beneficially own 17,799,044 ordinary shares, equal to 7.65% of the class based on 232,557,527 shares outstanding as disclosed March 30, 2026.

The filing states HBM IV is the direct holder of the 17,799,044 shares; Hearst Communications, Hearst Holdings, The Hearst Corporation and The Hearst Family Trust each report shared voting and shared dispositive power over those shares.

Diginex Limited is implementing an 8-for-1 share consolidation and changing its authorized share capital structure. Effective at 9:30 A.M. EDT on April 28, 2026, every eight existing ordinary and preferred shares will be combined into one new share with a par value of US$0.0004.

The company’s authorized capital increases to US$200,000, divided into 495,000,000 ordinary shares and 5,000,000 preferred shares. Outstanding ordinary shares will decrease from 232,807,527 to approximately 29,100,941, leaving each holder’s ownership percentage largely unchanged apart from rounding of fractional shares.

Diginex states that warrant terms will be adjusted proportionately, except for 4,170,520 warrants held by Rhino Ventures Limited, which remain exercisable at US$6.13 for 51% of outstanding ordinary shares at exercise. The company believes these changes support general corporate purposes, M&A flexibility, and continued compliance with Nasdaq’s minimum bid price requirements.

Diginex Limited agreed to acquire all of the issued and outstanding share capital of Resulticks Global Companies Pte. Limited and its subsidiaries in an all‑stock transaction valued at US$1.5 billion. The price will be paid through 1,133,333,333 newly issued ordinary shares, based on an average DGNX share price of US$1.32.

The new shares will be subject to staggered lock-up and customary transfer and registration restrictions. Closing depends on conditions such as shareholder approval of the share issuance, Nasdaq approval to list the new shares, key regulatory and third‑party consents, governance changes, and cancellation of substantially all founder warrants. Diginex also agreed that 85% of any capital injections through March 31, 2027 will fund Resulticks, up to US$200 million.

Diginex Ltd officer Bridges Graham sold 1 Ordinary Share in an open-market transaction. The sale occurred on April 16, 2026 at a price of $0.70 per share. After this very small sale, Graham directly owned 631,227 Ordinary Shares, indicating the transaction was minor relative to his overall holdings.

Diginex Limited has signed a definitive Share Purchase Agreement to acquire Resulticks Global Companies, a real-time, AI-driven customer intelligence firm, in an all-share deal valued at US$1.5 billion, paid in full with Diginex shares at $1.32 per share.

Resulticks delivered CY2025 revenue of about US$150 million with EBITDA of about US$46 million, a 32% margin, and has grown revenues roughly 70% annually over the past five years. Revenues are projected to reach US$190–US$210 million in FY2026 and US$250–US$280 million in FY2027. The companies aim to build a trust-led growth platform that embeds sustainability into AI-driven customer engagement. Closing is expected within 30–45 days, subject to closing conditions.

Diginex Limited reported results of its Extraordinary General Meeting held virtually on April 13, 2026. Of 232,557,527 ordinary shares entitled to vote as of March 27, 2026, a total of 101,346,084 shares, or 43.579%, were represented in person or by proxy.

Shareholders approved the Authorised Share Capital Changes Proposal by ordinary resolution, with multiple vote counts showing support of roughly 99.6%–99.8% of votes cast, including 101,145,337 votes for and 184,248 against in one tally. They also approved the M&AA Amendment Proposal, adopting a second amended and restated memorandum and articles of association, with 100,947,644 votes for, 360,065 against and 38,375 abstentions, representing 99.607% of votes cast.

Diginex Limited is calling an Extraordinary General Meeting on April 13, 2026, held by teleconference, for shareholders of record on March 27, 2026. As of the Record Date, 232,557,527 ordinary shares were issued and outstanding.

Shareholders will vote on an Authorised Share Capital Changes Proposal, under which authorised share capital will first be increased to US$200,000 divided into 3,960,000,000 ordinary shares and 40,000,000 preferred shares of par value US$0.00005 each, then consolidated on an eight‑to‑one basis so authorised capital becomes US$200,000 divided into 495,000,000 ordinary shares and 5,000,000 preferred shares of par value US$0.0004 each.

They will also consider a M&AA Amendment Proposal to adopt a Second Amended and Restated Memorandum and Articles of Association reflecting these capital changes, and an Adjournment Proposal allowing the meeting to be postponed if more time is needed to finalize materials or solicit additional proxies. The Board unanimously recommends voting “FOR” all three proposals.

Diginex Ltd director Geddes Carnel filed an initial statement of beneficial ownership on Form 3. This filing establishes his status as a director and serves as a baseline disclosure of his equity position in the company, without reporting any new share purchases, sales, or option exercises.

Diginex Ltd director Katerina Klezlova has filed an initial insider ownership report on Form 3. This filing establishes her status as a reporting insider of the company. The report does not list any specific holdings or transactions, indicating that only her reporting relationship is being recorded at this time.