6-K - DGNX - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

CommissionFile Number: 001-42459

DIGINEXLIMITED

(Exact name of Registrant as specified in its charter)

NotApplicable

(Translation of registrant’s name into English)

25Wilton Road, Victoria

London

GreaterLondon

SW1V1LW

UnitedKingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Extensionof Exercise Periods for Warrants

Diginex Limited (“Diginex” or the “Company”) previously issued the following warrants of the Company to Rhino Ventures Limited, a Cayman Islands exempted company (“RVL”), which is owned and controlled by Miles Pelham, the Chairman of the Company:

1. 4,170,520 warrants issued to RVL pursuant to a deed dated 15 July 2024 and corrected on 30 January 2026, that are exercisable at a price of US$6.13 per warrant and were exercisable until 27 May 2027 (the “Founders Warrant”), which if fully exercised, will result in the issuance of Ordinary Shares in an amount equal to 51% of the Company’s outstanding Ordinary Shares at the time the warrants are exercised, and such amount will be prorated in the event of partial exercise of the warrants;

2. On 23 January 2025 the Company issued RVL a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.03 per share, which is equivalent to 100% premium to the initial public offering price per share, which were exercisable until 23 April 2026 (the “IPO Warrant No. 1”),

3. On 23 January 2025 the Company issued RVL a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.28 per share, which is equivalent to 150% premium to the initial public offering price per share, which were exercisable until 23 July 2026 (the “IPO Warrant No. 2”), and

4. On 23 January 2025 the Company issued RVL a warrant to purchase 18,000,000 Ordinary Shares, exercisable at a price of $1.54 per share, which is equivalent to 200% premium to the initial public offering price per share, which were exercisable until 23 January 2027 (the “IPO Warrant No. 3”)

On March 20, 2026, the Board of Directors of the Company, with Mr. Pelham abstaining, approved and authorized a two year extension to the exercise periods for each of the Founders Warrant, IPO Warrant No. 1, IPO Warrant No. 2, and IPO Warrant No. 3. On March 20, 2026, the Company and RVL executed and delivered: (1) an amendment to the Founders Warrant to extend the exercise period by two years to 27 May 2029 (the “Amended Founders Warrant”), (2) an amendment to the IPO Warrant No. 1 to extend the exercise period by two years to 23 April 2028 (the “Amended IPO Warrant No. 1”), (3) an amendment to the IPO Warrant No. 2 to extend the exercise period by two years to 23 July 2028 (the “Amended IPO Warrant No. 2”), and (4) an amendment to the IPO Warrant No. 3 to extend the exercise period by two years to 23 January 2029 (the “Amended IPO Warrant No. 3”). Copies of the Amended Founders Warrant, the Amended IPO Warrant No. 1, the Amended IPO Warrant No. 2, and the Amended IPO Warrant No. 3 are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and incorporated herein by reference.

Exhibit<br> No.	Description
10.1	Founders Amended Warrant, dated March 20, 2026.
10.2	Amended IPO Warrant No. 1, dated March 20, 2026.
10.3	Amended IPO Warrant No. 2, dated March 20, 2026.
10.4	Amended IPO Warrant No. 3, dated March 20, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIGINEX<br> LIMITED
Date:<br> March 23, 2026		/s/ Lubomila Jordanova
	Name:	Lubomila<br> Jordanova
	Title:	Chief<br> Executive Officer
		(Principal<br> Executive Officer)

Exhibit10.1

Issuance Date of Warrant 15 July 2024

Date of Correction 30 January 2026

Date of Amendment 20^th^ March 2026

Diginex Limited

DiginexSolutions (HK) Limited

RHINOVENTURES LIMITED

WarrantIssuance and Cancellation Deed

ThisdEED was originally executed as a deed on 15 July 2024, corrected on 30 January 2026 and amended on 20^th^ March 2026 (the Instrument) by:

DIGINEXLIMITED, an exempted company incorporated under the laws of the Cayman Islands with company number 406606 whose registered office is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Company”).

DIGINEXSOLUTIONS (HK) LIMITED, a limited company organized under the laws of the Hong Kong SAR (Hong Kong) with company number 2635911 whose registered office is located at Smart-Space Fintech 2, Room 3, Units 401-404, Core C, Cyberport 3, 3 Cyberport Road, Telegraph Bay, Hong Kong (“HK Company”); and

RHINOVENTURES LIMITED, a company with limited liability incorporated under the laws of the Cayman Islands #414618 and whose registered office is at Suite 303, 90 Fort Street, George Town, Grand Cayman, Cayman Islands (the “Warrantholder”).

BACKGROUND

The Company wishes to grant the Warrantholder (as defined below) the Warrants (as defined below) to subscribe for Ordinary Shares (as defined below) on the terms set out in this Instrument, in consideration for the cancellation and replacement of the HK Warrants (as defined below) in their entirety, effectively replacing the HK Warrants with the Warrants.

ThisInstrument witnesses as follows:

1.	Definitions and Interpretation

1.1	The<br> definitions and rules of interpretation set out in this clause apply to this Instrument:
“Articles”	the<br> articles of association of the Company in force from time to time;
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“Auditors”	the<br> auditors of the Company from time to time;
“Business Day”	any<br> day (other than a Saturday or Sunday) on which banks in the Cayman Islands and New York are ordinarily open for business;
“Certificate”	in<br> relation to a Warrant, a certificate in the form, or substantially in the form, set out in Schedule 1;
“Directors”	the<br> directors of the Company from time to time;
“HK Warrants”	the<br> warrants to subscribe for 10,172 ordinary shares of HK Company as stipulated by the warrant instrument issued by HK Company on 27<br> May 2024.
“IPO”	The<br> Listing via an initial public offering, including direct listing, SPACs or reverse takeovers.
“Law”	the<br> Companies Act (As Revised) of the Cayman Islands;
“Listing”	admission<br> to listing (if applicable) and trading of the shares of the Company on a recognised stock exchange, and the terms “List”<br> and “Listed” shall be construed accordingly;
“Notice of Exercise”	in<br> relation to a Warrant, the duly completed notice of exercise as contained in the Certificate for such Warrant;
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“Ordinary Shares”	ordinary<br> shares of US$0.00005 par value each of the Company conferring voting rights to the registered holders thereof;
“Register”	the<br> register of holders of Warrants to be maintained in accordance with clause 8;
“Share Register”	the<br> register of members of the Company;
“Share Exchange Agreement”	the<br> share exchange agreement dated 15 July 2024 entered into by and among the Company, Diginex Solutions (HK) Limited and shareholders<br> of the Company with respect to the shares of the Company;
“Subscription Price”	means<br> US$6.13 per Warrant;
“Warrants”	the<br> warrants to subscribe to Ordinary Shares constituted by this Instrument (and each a “Warrant”).
1.2	In<br> this Instrument, headings are for convenience only and shall not affect its interpretation.
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1.3	References<br> to clauses, paragraphs and Schedules are to be construed as references to the clauses of,<br> Schedules to and paragraphs of Schedules to this Instrument.
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1.4	References<br> to any agreement, deed or document (including, without limitation, this Instrument) shall<br> include any amendment or supplement to, or amendment and restatement, replacement or novation<br> of, such agreement, deed or document, but disregarding any amendment, supplement, amendment<br> and restatement, replacement or novation made in breach of this Instrument.
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1.5	Words<br> denoting the singular number shall include the plural and vice versa.
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1.6	References<br> to persons shall include individuals, corporations (where incorporated), unincorporated associations<br> (including partnerships), trusts, any form of governmental body, agency or authority and<br> any other organisation of any nature.
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1.7	References<br> to any statute or statutory provision shall include references to such statute or statutory<br> provision as in force at the date of this Instrument and as subsequently re-enacted, amended<br> or consolidated.
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1.8	The<br> Schedules form part of this Instrument and shall be construed and shall have the same full<br> force and effect as if expressly set out in the body of this Instrument.
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2.	Constitution and form of warrants and certificates
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2.1	The<br> Company hereby creates and constitutes Warrants on the terms and subject to the conditions<br> of this Instrument.
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2.2	On<br> 15 July 2024, the Company shall issue such number of Warrants to the Warrantholder as set<br> out against its name in Schedule 3 in consideration for the cancellation of the HK Warrants<br> in their entirety, and the HK Warrants shall be terminated, and of no further force or effect.
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2.3	The<br> cancellation of HK Warrants in accordance with this Agreement shall constitute a good discharge<br> for the HK Company of its obligations under the warrant instrument issued by HK Company on<br> 27 May 2024 in respect of the HK Warrant, and neither the Warrantholder nor the HK Company<br> shall have any further rights or obligations with respect thereto.
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2.4	The<br> Warrants shall be in registered form.
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2.5	The<br> Warrants shall be freely transferable by Warrantholder, subject to the provisions of Schedule<br> 2.
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2.6	The<br> Warrants are issued subject to the memorandum of association of the Company, the Articles<br> and otherwise on the terms of this Instrument which are binding upon the Company and each<br> Warrantholder and all persons claiming through them.
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2.7	This<br> Instrument shall take effect from the date hereof and shall terminate upon the exercise of<br> the Warrants in full.
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3.	Exercise of warrants
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3.1	The<br> Warrants shall be exercisable by Warrantholder at any time during the period commencing on<br> the date of grant of the Warrants, 27 May 2024, and expiring on the 27 May 2029 (“Maturity Date”) without any further condition.
3.2	The<br> Warrants, if fully exercised, will result in the issuance to the Warrantholder of the Company’s<br> Ordinary Shares in an amount equal to 51% of the Company’s issued and outstanding Ordinary<br> Shares at the time the Warrants are exercised, rounded down to the nearest share. The amount<br> of Ordinary Shares to be issued will be prorated in the event of a partial exercise of the<br> Warrants.
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3.3	A<br> Warrantholder shall be entitled to exercise all or any part of its holding of Warrants and,<br> if a Warrantholder exercises part only of its holding of Warrants, the Warrantholder shall<br> be entitled to exercise the balance of its holding of Warrants on any one or more occasions<br> and in any one or more parts as the Warrantholder determines in its discretion PROVIDED THAT<br> any exercise of Warrants shall be a minimum of 10 Warrants or more.
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3.4	In<br> order to exercise the Warrants in whole or in part, the Warrantholder must deliver to the<br> Company a Notice of Exercise followed by the remittance in cleared funds, within 10 Business<br> Days of the Notice of Exercise, in an amount equal to the Subscription Price multiplied by<br> the number of Warrants to be exercised.
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3.5	Once<br> delivered to the Company in accordance with clause 11, a Notice of Exercise shall (save with<br> the consent of the Company) be irrevocable.
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3.6	The<br> issue of Ordinary Shares pursuant to the exercise of Warrants shall be made by way of crediting<br> such aggregate number of Ordinary Shares to the Warrantholder’s stock account if the<br> Company has completed a Listing (provided that a stock account with the details provided<br> by the Warrantholder has been opened and remains open), or via paper certificate if the Company<br> has not completed its a Listing.
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3.7	If<br> only part of a Warrantholder’s holding of Warrants is exercised, a Certificate for<br> the outstanding balance of Warrants that have not been exercised shall be despatched to the<br> Warrantholder referred to in the relevant Notice of Exercise by no later than five Business<br> Days after such Notice of Exercise was delivered to the Company in accordance with clause<br> 4.
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3.8	Ordinary<br> Shares allotted pursuant to the exercise of Warrants shall be entitled to all dividends and<br> distributions paid on any date or by reference to any date on or after the date on which<br> the Notice of Exercise was delivered to the Company in accordance with clause 4 and shall<br> otherwise rank pari passu in all respects from the date of their allotment with the<br> Ordinary Shares of the Company then in issue.
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3.9	Warrants<br> shall be deemed to be exercised on the day upon which the Warrantholder gives to the Company<br> a Notice of Exercise in accordance with clause 11.
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4.	Adjustment of subscription rights
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4.1	Upon<br> the occurrence of a sub-division or consolidation of the shares of the Company (each an “Adjustment Event”) after the date on which any Warrants are granted, the number of Ordinary<br> Shares which are the subject of the Warrants and the Subscription Price payable on the exercise<br> of Warrants shall be adjusted either in such manner as the Company and the Warrantholder<br> agrees in writing is appropriate or, failing agreement, in such manner as the Auditors shall<br> certify is appropriate.
4.2	For<br> the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall<br> be “appropriate” if, as a consequence of the adjustment, Warrantholder enjoys<br> the same economic effect on the exercise of their Warrants as if the relevant Adjustment<br> Event had not occurred or arisen. The Company and the Warrantholder shall endeavour to agree<br> any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event,<br> failing which the adjustment shall be certified by the Auditors and the Company shall give<br> notice of the adjustment (as certified by the Auditors) to the Warrantholder within 30 Business<br> Days of the relevant Adjustment Event together with a new Certificate in respect of any additional<br> Warrants to which Warrantholder is entitled in consequence of such adjustment. Any such additional<br> Warrants shall confer the same rights and restrictions as are attached to the Warrants which<br> are in issue at the date of the Adjustment Event (subject to any adjustment to the Price<br> which is made pursuant to this clause 4).
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4.1

Upon the occurrence of a sub-division or consolidation of the shares of the Company (each an “Adjustment Event”) after the date on which any Warrants are granted, the number of Ordinary Shares which are the subject of the Warrants and the Subscription Price payable on the exercise of Warrants shall be adjusted either in such manner as the Company and the Warrantholder agrees in writing is appropriate or, failing agreement, in such manner as the Auditors shall certify is appropriate.

4.2

For the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall be “appropriate” if, as a consequence of the adjustment, Warrantholder enjoys the same economic effect on the exercise of their Warrants as if the relevant Adjustment Event had not occurred or arisen. The Company and the Warrantholder shall endeavour to agree any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event, failing which the adjustment shall be certified by the Auditors and the Company shall give notice of the adjustment (as certified by the Auditors) to the Warrantholder within 30 Business Days of the relevant Adjustment Event together with a new Certificate in respect of any additional Warrants to which Warrantholder is entitled in consequence of such adjustment. Any such additional Warrants shall confer the same rights and restrictions as are attached to the Warrants which are in issue at the date of the Adjustment Event (subject to any adjustment to the Price which is made pursuant to this clause 4).

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4.3	No<br> exercise of Warrants shall result in the issue of a fraction of an Ordinary Share. Any fractional<br> entitlements to Ordinary Shares arising as a result of an adjustment in accordance with this<br> clause 4 shall be rounded down to the nearest whole Ordinary Share.
5.	Winding up of the company
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5.1	If,<br> at any time when any Warrants are exercisable, an order is made or an effective resolution<br> is passed for the winding up or dissolution of the Company or if any other dissolution of<br> the Company by operation of law is to be effected then:
(a)	if<br> such winding up or dissolution is for the purpose of a reconstruction or amalgamation pursuant<br> to a scheme of arrangement to which the Warrantholder has consented in writing, the terms<br> of such scheme of arrangement will be binding on the Warrantholder; or
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(b)	in<br> any other case, the Company shall forthwith notify the Warrantholder stating that such an<br> order has been made or resolution has been passed or other dissolution is to be effected<br> and the Warrantholder shall be entitled at any time within one month after the date such<br> notice is published to elect by notice in writing to the Company to be treated as if it had,<br> immediately before the date of the making of the order or passing of the resolution or other<br> dissolution, exercised all of its Warrants and it shall be entitled to receive out of the<br> assets which would otherwise be available in the liquidation to the holders of Ordinary Shares,<br> such a sum, if any, as it would have received had it been the holder of and paid for the<br> Ordinary Shares to which it would have become entitled by virtue of such exercise, after<br> deducting from such sum an amount equal to the amount which would have been payable by it<br> in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained<br> in this Clause shall have the effect of requiring the Warrantholder to make any actual payment<br> to the Company.
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5.2	Subject<br> to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up<br> of the Company.
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6.	Undertakings
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Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time:

6.1	the<br> Company shall have on the date of grant of the Warrants and shall maintain (including the<br> date of exercise of the Warrants) all necessary authorisations and capacity (or take any<br> necessary action to have the capacity) pursuant to the Law to enable it to lawfully and fully<br> perform its obligations under this Instrument to allot and issue Ordinary Shares upon the<br> exercise of all Warrants issued (including having sufficient number of authorised but unissued<br> Ordinary Shares for issuance of Ordinary Shares) and remaining exercisable from time to time;
6.2	if<br> at any time an offer is made to all holders of Ordinary Shares (or all such holders other<br> than the offeror and/or any company controlled by the offeror and/or persons acting in concert<br> with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company,<br> the Company will as soon as possible give notice of such offer to the Warrantholder and use<br> its best endeavours to procure that a full and adequate opportunity is given to the Warrantholder<br> to exercise the Warrants and source funding for such exercise, and that a like offer, being<br> one pari passu with the best terms offered to holders of Ordinary Shares, is extended in<br> respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a<br> scheme of arrangement providing for the acquisition by any person of the whole or any part<br> of the Ordinary Share capital of the Company shall be deemed to be the making of an offer<br> for the purposes of this clause 6.2 and references herein to such an offer shall be read<br> and construed accordingly; and
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6.3	If<br> at any time an offer or invitation is made by the Company to the holders of Ordinary Shares<br> for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously<br> give notice thereof to the Warrantholder who shall be entitled at any time while such offer<br> or invitation is open for acceptance, to exercise their Warrants on the terms (subject to<br> any adjustments pursuant to clause 4 above) on which the same could have been exercised if<br> they had been exercisable and had been exercised on the day immediately preceding the record<br> date for such offer or invitation.
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7.	Modification of rights
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All or any of the rights for the time being attached to the Warrants may from time to time (whether or not the Company is being wound up) be altered or abrogated with the approval of the Company and with the prior written consent of the Warrantholder.

8.	Register

8.1	The<br> Company shall maintain a Register setting out the number of Warrants in issue from time to<br> time and the persons entitled to them.
8.2	The<br> registered holder of a Warrant shall be treated as its absolute owner for all purposes notwithstanding<br> any notice of ownership or notice of previous loss or theft or of trust or other interest<br> therein (except as ordered by a court of competent jurisdiction or required by law). The<br> Company shall not (except as stated above) be bound to recognise any other claim or interest<br> in any Warrant.
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8.3	There<br> shall be entered in the Register the following:
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(a)	the<br> names, addresses, phone and email address of the holder(s) for the time being of the Warrants<br> (provided that the Company shall not be obliged to register more than four joint-holders<br> in respect of any Warrant);
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(b)	the<br> amount of the Warrants held by every registered holder and the Subscription Price; and
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(c)	the<br> date at which the name of every such registered holder is entered in respect of the Warrants<br> standing in his name.
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8.4	Any<br> change of name or address or phone number of email address on the part of any Warrantholder<br> shall forthwith be notified to the Company in accordance with clause 11 and the Company shall<br> cause the Register to be altered accordingly. The Warrantholder, and any person authorised<br> by any such holder, shall be at liberty at all reasonable times during office hours to inspect<br> the Register and to take copies of or extracts from the same or any part thereof.
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9.	Replacement of certificates
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If a Certificate is mutilated, defaced, lost, stolen or destroyed, it will be replaced at the registered office of the Company for the time and on such terms as to evidence and indemnity as the Company may reasonably require. Mutilated, defaced or expired from partial exercise Certificates must be surrendered before replacements will be issued.

10.	Purchase

10.1	The<br> Company may at any time purchase Warrants either by tender (available to all Warrantholder<br> alike or by private treaty, in each case), at any price that is accepted and/or agreed by<br> Warrantholder.
10.2	All<br> Warrants purchased pursuant to clause 10.1 shall be cancelled forthwith and may not be reissued<br> or sold.
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11.	Notices
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11.1	Any<br> notice, consent, request, approval or other communication (a “Notice”)<br> to be given or made under this Instrument shall be in writing or email and signed by or on<br> behalf of the person giving it and shall be irrevocable without the written consent of the<br> person or persons on whom it is served.
11.2	Any<br> Notice may only be served:
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(a)	personally<br> by giving it either to an individual or to any director or the secretary of any company which<br> is the person to be served; or
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(b)	by<br> email to:
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Company: paul.ewing@diginex.com, lubomila@diginex.com or lorenzo.romano@diginex.com

(c)	by<br> leaving it at, or sending it by pre-paid first class post (or by pre-paid first class airmail<br> if from one country to another country) to the registered office of the Company for the time<br> being (if the Company is to be served) and to the relevant address contained in the Register<br> (if a Warrantholder is to be served).
11.3	A<br> Notice shall be deemed to be served as follows:
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(a)	in<br> the case of personal service, at the time of such service;
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(b)	in<br> the case of leaving the Notice at the relevant address, at the time of leaving it there;
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(c)	in<br> the case of email, at the time of delivery;
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(d)	in<br> the case of service by post, on the second Business Day (or the fourth Business Day if sent<br> by airmail) following the day on which it was posted and in proving such service it shall<br> be sufficient to prove that the Notice was properly addressed, stamped and posted.
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11.4	In<br> the case of joint registered holders of any Warrants, a notice given to the Warrantholder<br> whose name stands first in the Register in respect of such Warrants shall be sufficient notice<br> to all joint holders.
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11.5	In<br> the case of a notice or communication to the Company, it shall be marked for the attention<br> of the Directors
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12.	Availability of INSTRUMENT
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The Warrantholder shall be entitled to inspect a copy of this Instrument at the principal business office of the Company at Smart-Space Fintech 2, Room 3, Unit 401-404, Core C, Cyberport, Telegraph Bay, Hong Kong during normal business hours (Saturdays, Sundays and public holidays excepted) and shall be entitled to receive a copy of this Instrument against payment of such reasonable copying and postage charges as the Directors may reasonably request.

13.	Auditors

Any determination made by the Auditors pursuant to the provisions of this Instrument shall be made by them as experts and not as arbitrators and any such determination or adjustment made by them shall (in the absence of manifest error) be final and binding upon the Company and the Warrantholder.

14.	Governing law

The provisions of this Instrument and the Warrants shall be subject to and governed by the laws of the State of New York.

15.	ARBITRATION

By the granting and acceptance of the Warrants, the Company and each Warrantholder irrevocably agrees that:

15.1	any<br> dispute, controversy, difference or claim arising out of or relating to this contract, including<br> the existence, validity, interpretation, performance, breach or termination thereof or any<br> dispute regarding non- contractual obligations arising out of or relating to it shall be<br> referred to and finally resolved by arbitration administered by a tribunal under the Rules<br> of Rules of Arbitration of the International Chamber of Commerce in force when then notice<br> of arbitration is submitted;
15.2	the<br> law of this clause 15 (Arbitration) shall be law of the State of New York.
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15.3	the<br> seat of arbitration shall be New York, the USA.
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15.4	the<br> number of arbitrators shall be three.
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15.5	the<br> arbitration proceedings shall be conducted in English.
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15.6	they<br> do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral<br> injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings,<br> or the recognition and/or enforcement of any award. Any interim or provisional relief ordered<br> by any competent court may subsequently be vacated, continued or modified by the arbitral<br> tribunal on the application of the Company or the relevant Warrantholder.
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SCHEDULE1

Formof Certificate

Certificate No. 3

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

THISIS TO CERTIFY that the Warrantholder named below is the registered holder of 4,170,520 warrants (the “Warrants”) that are exercisable for a period of five years from the date they were issued, 27 May 2024, and are exercisable at a price of US$6.13 per Warrant. The Warrants, if fully exercised, will result in the issuance to the Warrantholder of the Company’s Ordinary Shares in an amount equal to 51% of the Company’s issued and outstanding Ordinary Shares at the time the Warrants are exercised. The amount of Ordinary Shares to be issued will be prorated in the event of partial exercise of the Warrants. The terms and conditions of the Warrants are set out in the Instrument dated 15 July 2024. Words and expressions used in this Certificate and Notice of Exercise shall have the same meanings as in the Instrument.

Name(s) of holder: RHINO VENTURES LIMITED

Number of Ordinary Shares (if the Warrants are exercised in full): 51% of the Company’s issued and outstanding Ordinary Shares at the time the Warrants are exercised. The amount of Ordinary Shares to be issued will be prorated in the event of partial exercise of the Warrants.

Subscription Price: US$6.13 per Warrant

INWITNESS of which this certificate is executed as a Deed on 20 March 2026

EXECUTED<br> and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Lubomila Jordanova
acting<br> by LUBOMILA JORDANOVA	)	Director
and<br> MILES PELHAM, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/ Miles Pelham
under<br> the authority of the Company	)	Director

SCHEDULETO THE CERTIFICATE

NOTICEOF EXERCISE

To:

The Board of Directors

Diginex Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

We hereby exercise our subscription rights conferred by [ ] [INSERT NUMBER OF WARRANTS WHICH ARE TO BE EXERCISED (IN AMOUNTS OF 10 OR MORE)] Warrants held by us entitling us to subscribe for [ ] [INSERT AGGREGATE NUMBER OF ORDINARY SHARES TO BE SUBSCRIBED AS A CONSEQUENCE OF EXERCISE OF WARRANTS] Ordinary Shares. On the basis that the price payable per Ordinary Share for which we are subscribing by the exercise of such Warrants, the aggregate price payable on the exercise of such Warrants is [ ] [INSERT AGGREGATE PRICE PAYABLE ON EXERCISE OF WARRANTS].

Signed
Full<br> Name
Address
Date

We hereby direct you to allot the Ordinary Shares to be issued pursuant hereto to us and authorise and request the entry of our name(s) in the Share Register.

We agree that the said Ordinary Shares are allotted and issued subject to the memorandum and articles of association of the Company.

Signed
Full<br> Name
Address
Date

SCHEDULE2

Transferof Warrants

The Warrants are transferable only in accordance with clause 2.5 and, subject thereto, with the following provisions:

1.	Warrants<br> shall be transferable by instrument in writing in the usual common form (or in such other<br> form as the directors of the Company may approve). A Warrantholder’s holding of Warrants<br> may be transferred in whole or in part in accordance with this Schedule 2.
2.	Every<br> instrument of transfer must be duly signed by or on behalf of the transferor and the transferor<br> shall be deemed to remain the holder of the Warrants to be transferred until the transferee’s<br> name is entered in the Register.
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3.	Every<br> instrument of transfer must be delivered to the Company at its registered office for the<br> time being for registration by the Company accompanied by the Certificate(s) for the Warrants<br> to be transferred. All instruments of transfer which are registered shall be retained by<br> the Company. No transfer shall be registered of Warrants in respect of which a Notice of<br> Exercise has been given.
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4.	No<br> fee shall be charged for the registration of any transfer of Warrants or for making any entry<br> in the Register.
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5.	Upon<br> delivery to the Company of an instrument of transfer in accordance with Paragraph 3 above,<br> the Company shall without delay register in the Register both the transfer and the transferee<br> as the holder of the relevant Warrants and shall send (without charge) to:
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(a)	the<br> transferee a Certificate in respect of the Warrants transferred to it; and
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(b)	if<br> the transferor has transferred part only of his holding of Warrants, to the transferor a<br> new Certificate in respect of the balance of its holding of Warrants which it has not transferred.
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SCHEDULE3

Warrantholder

Name and address of Warrantholder	Number of Warrants
RHINO VENTURES LIMITED		4,170,520

IN WITNESS whereof this Instrument has been duly executed as a deed by the Company, the HK Company and the Warrantholder the day and year first above written.

EXECUTED<br> and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Lubomila Jordanova
acting<br> by Lubomila Jordanova	)	Director
and<br> Miles Pelham, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br> Miles Pelham
under<br> the authority of the Company	)	Director
EXECUTED<br> and DELIVERED as a DEED by	)
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Diginex Solutions (HK) Limited	)	/s/ Franklin<br> Heng
acting<br> by Franklin Heng	)	Director
and<br> Miles Pelham, who, in accordance	)
with<br> the laws of the Hong Kong, are acting	)	/s/ Miles<br> Pelham
under<br> the authority of the HK Company	)	Director
EXECUTED<br> and DELIVERED as a DEED by	)
---	---	---
RHINO VENTURES LIMITED	)
acting<br> by Miles Christian Pelham who, in	)
Accordance<br> with the laws of the Cayman	)
Islands,<br> is acting under the authority of the	)	/s/ Miles<br> Pelham
Warrantholder	)	Director

Exhibit10.2

Date 3 January 2025

Amended on 20 March 2026

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed on 3 January 2025 and amended on 20 March 2026 (the Instrument) by:

BACKGROUND

The Company wishes to grant the Investor (as defined below) the Warrants (as defined below) to subscribe for Ordinary Shares (as defined below) on the terms set out in this Instrument.

ThisInstrument witnesses as follows:

1.	Definitions and Interpretation

1.1	The<br> definitions and rules of interpretation set out in this clause apply to this Instrument:
“Articles”	the<br> articles of association of the Company in force from time to time;
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“Auditors”	the<br> auditors of the Company from time to time;
“Business Day”	any<br> day (other than a Saturday or Sunday) on which banks in the Cayman Islands, New York are ordinarily open for business;
“Certificate”	in<br> relation to a Warrant, a certificate in the form, or substantially in the form, set out in Schedule 1;
“Directors”	the<br> directors of the Company from time to time;
“Investor”	The<br> person or entity entered into Schedule 3 of this Instrument.
“Offering”	initial<br> public offering of 2,250,000 Ordinary Shares of Diginex Limited
“Offering Price”	Price<br> at which the Ordinary Shares of Diginex Limited are sold at the Offering
“Law”	the<br> Companies Act (As Revised) of the Cayman Islands;
“Notice of Exercise”	in<br> relation to a Warrant, the duly completed notice of exercise as contained in the Certificate for such Warrant;
“Ordinary Shares”	ordinary<br> shares of US$0.00005 par value each of the Company conferring voting rights to the registered holders thereof;
“Register”	the<br> register of holders of Warrants to be maintained in accordance with clause 9;
“Share Register”	the<br> register of members of the Company;
“Subscription Price”	means<br> price per Ordinary Share as detailed in Schedule 1, and as may be amended by the provisions of this Instrument;
“Warrantholder(s)”	the<br> person(s) in whose name a Warrant is registered in the Register from time to time; and
“Warrants”	the<br> warrants to subscribe to Ordinary Shares constituted by this Instrument (and each a “Warrant”).
1.2	In<br> this Instrument, headings are for convenience only and shall not affect its interpretation.
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1.3	References<br> to clauses, paragraphs and Schedules are to be construed as references to the clauses of,<br> Schedules to and paragraphs of Schedules to this Instrument.
1.4	References<br> to any agreement, deed or document (including, without limitation, this Instrument) shall<br> include any amendment or supplement to, or amendment and restatement, replacement or novation<br> of, such agreement, deed or document, but disregarding any amendment, supplement, amendment<br> and restatement, replacement or novation made in breach of this Instrument.
1.5	Words<br> denoting the singular number shall include the plural and vice versa.
1.6	References<br> to persons shall include individuals, corporations (where incorporated), unincorporated associations<br> (including partnerships), trusts, any form of governmental body, agency or authority and<br> any other organisation of any nature.
1.7	References<br> to any statute or statutory provision shall include references to such statute or statutory<br> provision as in force at the date of this Instrument and as subsequently re-enacted, amended<br> or consolidated.
1.8	The<br> Schedules form part of this Instrument and shall be construed and shall have the same full<br> force and effect as if expressly set out in the body of this Instrument.
2.	Constitution and form of warrants and certificates
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2.1	The<br> Company hereby creates and constitutes Warrants on the terms and subject to the conditions<br> of this Instrument.
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2.2	On<br> the date of closing of the Offering, the Company shall grant such number of Warrants to the<br> Investor as set out against their respective name(s) in Schedule 3.
2.3	The<br> Warrants shall be in registered form.
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2.
2.5	The<br> Warrants are issued subject to the memorandum of association of the Company, the Articles<br> and otherwise on the terms of this Instrument which are binding upon the Company and each<br> Warrantholder and all persons claiming through them.
2.6	This<br> Instrument shall take effect from the date hereof and shall terminate upon the exercise of<br> the Warrants in full.
3.	Exercise of warrants
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3.1	The<br> Warrants shall be exercisable by Warrantholders at any time during the period commencing<br> on the date of grant of the Warrants and expiring on the 23^rd^ April 2028 (“Maturity Date”) without any further condition.
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3.2	A<br> Warrantholder shall be entitled to exercise all or any part of its holding of Warrants and,<br> if a Warrantholder exercises part only of its holding of Warrants, the Warrantholder shall<br> be entitled to exercise the balance of its holding of Warrants on any one or more occasions<br> and in any one or more parts as the Warrantholder determines in its discretion PROVIDED THAT<br> any exercise of Warrants shall be a minimum of 10 Warrants or more.
3.3	In<br> order to exercise the whole or any part of its holding of Warrants, the Warrantholder must<br> deliver to the Company a Notice of Exercise together with the remittance in cleared funds,<br> within 10 Business Days, of an amount equal to the Subscription Price multiplied by the number<br> of Ordinary Shares to be allotted and issued to the Warrantholder as a result of the exercise<br> of the Warrants which are being exercised.
3.4	Once<br> delivered to the Company in accordance with clause 3.3, a Notice of Exercise shall (save<br> with the consent of the Company) be irrevocable.
3.5	The<br> issue of Ordinary Shares pursuant to the exercise of Warrants shall be made by way of crediting<br> such aggregate number of Ordinary Shares to the Warrantholder’s electronic stock account<br> if the Company has completed a Listing (provided that a stock account with the details provided<br> by the Warrantholder has been opened and remains open), or via paper certificate if the Company<br> has not completed its Offering.
3.6	The<br> Company shall ensure the continuity and validity of the Warrants (or otherwise make available<br> to the Warrantholders a suitable alternative means of subscribing for the Ordinary Shares<br> at no detriment to the terms of their relevant Warrant) until Maturity Date should the Company<br> complete an Offering via IPO or otherwise.
3.7	If<br> only part of a Warrantholder’s holding of Warrants is exercised, a Certificate for<br> the outstanding balance of Warrants that have not been exercised shall be despatched to the<br> Warrantholder referred to in the relevant Notice of Exercise by no later than five Business<br> Days after such Notice of Exercise was delivered to the Company in accordance with clause<br> 3.3.
3.8	Ordinary<br> Shares allotted pursuant to the exercise of Warrants shall be entitled to all dividends and<br> distributions paid on any date or by reference to any date on or after the date on which<br> the Notice of Exercise was delivered to the Company in accordance with clause 3.3 and shall<br> otherwise rank pari passu in all respects from the date of their allotment with the<br> Ordinary Shares of the Company then in issue.
3.9	Warrants<br> shall be deemed to be exercised on the day upon which the Warrantholder gives to the Company<br> a Notice of Exercise in accordance with clause 12.
4.	Adjustment of subscription rights
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4.1	Upon<br> the occurrence of a sub-division or consolidation of the shares of the Company (each an “Adjustment Event”) after the date on which any Warrants are granted, the number of Ordinary<br> Shares which are the subject of the Warrants and the Subscription Price payable on the exercise<br> of Warrants shall be adjusted either in such manner as the Company and the Warrantholders<br> agree in writing is appropriate or, failing agreement, in such manner as the Auditors shall<br> certify is appropriate.
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4.2	For<br> the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall<br> be “appropriate” if, as a consequence of the adjustment, Warrantholders enjoy<br> the same economic effect on the exercise of their Warrants as if the relevant Adjustment<br> Event had not occurred or arisen. The Company and the Warrantholders shall endeavour to agree<br> any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event,<br> failing which the adjustment shall be certified by the Auditors and the Company shall give<br> notice of the adjustment (as certified by the Auditors) to the Warrantholders within 30 Business<br> Days of the relevant Adjustment Event together with a new Certificate in respect of any additional<br> Warrants to which Warrantholders are entitled in consequence of such adjustment. Any such<br> additional Warrants shall confer the same rights and restrictions as are attached to the<br> Warrants which are in issue at the date of the Adjustment Event (subject to any adjustment<br> to the Price which is made pursuant to this clause 4).
4.3	No<br> exercise of Warrants shall result in the issue of a fraction of an Ordinary Share. Any fractional<br> entitlements to Ordinary Shares arising as a result of an adjustment in accordance with this<br> clause 4 shall be rounded down to the nearest whole Ordinary Share.
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5.	REGISTRATION RIGHTS
	The<br>Company represents, warrants and agrees that with respect to the Conversion Shares, the Holder will have the following registration rights:<br>(i) two demand registration of the sale of the Conversion Shares at the Company’s expense, and (ii) unlimited “piggyback”<br>registration rights for a period of five (5) years after the closing of the Company’s initial public offering at the Company’s<br>expense.
6.	WINDING UP OF THE COMPANY
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6.1	If,<br> at any time when any Warrants are exercisable, an order is made or an effective resolution<br> is passed for the winding up or dissolution of the Company or if any other dissolution of<br> the Company by operation of law is to be effected then:
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(a)	if<br> such winding up or dissolution is for the purpose of a reconstruction or amalgamation pursuant<br> to a scheme of arrangement to which the Warrantholders have consented in writing, the terms<br> of such scheme of arrangement will be binding on the Warrantholder; or
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(b)	in<br> any other case, the Company shall forthwith notify the Warrantholder stating that such an<br> order has been made or resolution has been passed or other dissolution is to be effected<br> and the Warrantholder shall be entitled at any time within one month after the date such<br> notice is published to elect by notice in writing to the Company to be treated as if it had,<br> immediately before the date of the making of the order or passing of the resolution or other<br> dissolution, exercised all of its Warrants and it shall be entitled to receive out of the<br> assets which would otherwise be available in the liquidation to the holders of Ordinary Shares,<br> such a sum, if any, as it would have received had it been the holder of and paid for the<br> Ordinary Shares to which it would have become entitled by virtue of such exercise, after<br> deducting from such sum an amount equal to the amount which would have been payable by it<br> in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained<br> in this Clause shall have the effect of requiring the Warrantholder to make any actual payment<br> to the Company.
6.2	Subject<br> to compliance with Clause 6.1, the Warrants shall lapse on the liquidation or winding up<br> of the Company.
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7.	Undertakings
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Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time:

7.1	the<br> Company shall have on the date of grant of the Warrants and shall maintain all necessary<br> authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations<br> under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants<br> issued and remaining exercisable from time to time;
7.2	if<br> at any time an offer is made to all holders of Ordinary Shares (or all such holders other<br> than the offeror and/or any company controlled by the offeror and/or persons acting in concert<br> with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company,<br> the Company will as soon as possible give notice of such offer to the Warrantholders and<br> use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders<br> to exercise the Warrants and source funding for such exercise, and that a like offer, being<br> one pari passu with the best terms offered to holders of Ordinary Shares, is extended in<br> respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a<br> scheme of arrangement providing for the acquisition by any person of the whole or any part<br> of the Ordinary Share capital of the Company shall be deemed to be the making of an offer<br> for the purposes of this clause 6.2 and references herein to such an offer shall be read<br> and construed accordingly; and
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7.3	if<br> at any time an offer or invitation is made by the Company to the holders of Ordinary Shares<br> for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously<br> give notice thereof to the Warrantholders who shall be entitled at any time while such offer<br> or invitation is open for acceptance, to exercise their Warrants on the terms (subject to<br> any adjustments pursuant to clause 4 above) on which the same could have been exercised if<br> they had been exercisable and had been exercised on the day immediately preceding the record<br> date for such offer or invitation.
8.	Modification of rights
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9.	Register
9.1	The<br> Company shall maintain a Register setting out the number of Warrants in issue from time to<br> time and the persons entitled to them.
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9.2	The<br> registered holder of a Warrant shall be treated as its absolute owner for all purposes notwithstanding<br> any notice of ownership or notice of previous loss or theft or of trust or other interest<br> therein (except as ordered by a court of competent jurisdiction or required by law). The<br> Company shall not (except as stated above) be bound to recognise any other claim or interest<br> in any Warrant.
9.3	There<br> shall be entered in the Register the following:
(a)	the<br> names, addresses, phone and email address of the holder(s) for the time being of the Warrants<br> (provided that the Company shall not be obliged to register more than four joint-holders<br> in respect of any Warrant);
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(b)	the<br> amount of the Warrants held by every registered holder and the Subscription Price; and
(c)	the<br> date at which the name of every such registered holder is entered in respect of the Warrants<br> standing in his name.
9.4	Any<br> change of name or address or phone number of email address on the part of any Warrantholder<br> shall forthwith be notified to the Company in accordance with clause 12 and the Company shall<br> cause the Register to be altered accordingly. The Warrantholder, and any person authorised<br> by any such holder, shall be at liberty at all reasonable times during office hours to inspect<br> the Register and to take copies of or extracts from the same or any part thereof.
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10.	Replacement of certificates
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11.	Purchase
11.1	The<br> Company may at any time purchase Warrants either by tender (available to all Warrantholders<br> alike or by private treaty, in each case), at any price that is accepted and/or agreed by<br> Warrantholders.
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11.2	All<br> Warrants purchased pursuant to clause 11.1 shall be cancelled forthwith and may not be reissued<br> or sold.
12.	Notices
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12.1	Any<br> notice, consent, request, approval or other communication (a “Notice”)<br> to be given or made under this Instrument shall be in writing or email and signed by or on<br> behalf of the person giving it and shall be irrevocable without the written consent of the<br> person or persons on whom it is served.
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12.2	Any<br> Notice may only be served:
(a)	personally<br> by giving it either to an individual or to any director or the secretary of any company which<br> is the person to be served; or
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(b)	by<br> email to:

Company: paul.ewing@diginex.com, lubomila@diginex.com or lorenzo.romano@diginex.com

(c)	by<br> leaving it at, or sending it by pre-paid first class post (or by pre-paid first class airmail<br> if from one country to another country) to the registered office of the Company for the time<br> being (if the Company is to be served) and to the relevant address contained in the Register<br> (if a Warrantholder is to be served).
12.3	A<br> Notice shall be deemed to be served as follows:
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(a)	in<br> the case of personal service, at the time of such service;
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(b)	in<br> the case of leaving the Notice at the relevant address, at the time of leaving it there;
(c)	in<br> the case of email, at the time of delivery;
(d)	in<br> the case of service by post, on the second Business Day (or the fourth Business Day if sent<br> by airmail) following the day on which it was posted and in proving such service it shall<br> be sufficient to prove that the Notice was properly addressed, stamped and posted.
12.4	In<br> the case of joint registered holders of any Warrants, a notice given to the Warrantholder<br> whose name stands first in the Register in respect of such Warrants shall be sufficient notice<br> to all joint holders.
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12.5	In<br> the case of a notice or communication to the Company, it shall be marked for the attention<br> of the Directors
13.	Availability of INSTRUMENT
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Every Warrantholder shall be entitled to inspect a copy of this Instrument at the principal business office of the Company at Smart-Space Fintech 2, Room 3, Unit 401-404, Core C, Cyberport, Telegraph Bay, Hong Kong during normal business hours (Saturdays, Sundays and public holidays excepted) and shall be entitled to receive a copy of this Instrument against payment of such reasonable copying and postage charges as the Directors may reasonably request.

14.	Auditors

15.	Governing law

The provisions of this Instrument and the Warrants shall be subject to and governed by the laws of the State of New York.

16.	ARBITRATION

By the granting and acceptance of the Warrants, the Company and each Warrantholder irrevocably agrees that:

16.1	any<br> dispute, controversy, difference or claim arising out of or relating to this contract, including<br> the existence, validity, interpretation, performance, breach or termination thereof or any<br> dispute regarding non- contractual obligations arising out of or relating to it shall be<br> referred to and finally resolved by arbitration administered by a tribunal under the Rules<br> of Rules of Arbitration of the International Chamber of Commerce in force when then notice<br> of arbitration is submitted;
16.2	the<br> law of this clause 16 (Arbitration) shall be law of the State of New York.
16.3	the<br> seat of arbitration shall be New York, the USA.
16.4	the<br> number of arbitrators shall be three.
16.5	the<br> arbitration proceedings shall be conducted in English.
16.6	they<br> do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral<br> injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings,<br> or the recognition and/or enforcement of any award. Any interim or provisional relief ordered<br> by any competent court may subsequently be vacated, continued or modified by the arbitral<br> tribunal on the application of the Company or the relevant Warrantholder.

IN WITNESS whereof this Instrument has been duly executed as a deed by the Company the day and year first above written.

SCHEDULE1

Formof Certificate

Certificate No. 3

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

THISIS TO CERTIFY that the Warrantholder named below is the registered holder of the right to subscribe in cash for Ordinary Shares at a price per Ordinary Share equal to the Subscription Price subject to the memorandum and articles of association of the Company and otherwise on the terms and conditions set out in the Instrument dated 3 January 2025 at any point until 23 April 2028. Words and expressions used in this Certificate and Notice of Exercise shall have the same meanings as in the Instrument.

Name(s) of holder: RHINO VENTURES LIMITED

Number of Ordinary Shares (if exercised in full): 18,000,000 (adjusted for 8:1 stock split)

Subscription Price: $1.03 - Offering price of $4.10 plus 100% premium (adjusted for 8:1 stock split)

The registered holder is entitled in respect of every 1 (one) Warrant held to subscribe for 1 (one) Ordinary Share in Diginex Limited.

INWITNESS of which this certificate is executed as a Deed on 20 March 2026

EXECUTED<br> and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br>Lubomila Jordanova
acting<br> by LUBOMILA JORDANOVA	)	Director
and<br> MILES PELHAM, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br>Miles Pelham
under<br> the authority of the Company	)	Director

SCHEDULETO THE CERTIFICATE

NOTICEOF EXERCISE

To:

The Board of Directors

Diginex Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

Signed
Full<br> Name
Address
Date

We hereby direct you to allot the Ordinary Shares to be issued pursuant hereto to us and authorise and request the entry of our name(s) in the Share Register.

We agree that the said Ordinary Shares are allotted and issued subject to the memorandum and articles of association of the Company.

Signed
Full<br> Name
Address
Date

SCHEDULE2

Transferof Warrants

The Warrants are transferable only in accordance with clause 2.4 and, subject thereto, with the following provisions:

1.	Warrants<br> shall be transferable by instrument in writing in the usual common form (or in such other<br> form as the directors of the Company may approve). A Warrantholder’s holding of Warrants<br> may be transferred in whole or in part in accordance with this Schedule 2.
2.	Every<br> instrument of transfer must be duly signed by or on behalf of the transferor and the transferor<br> shall be deemed to remain the holder of the Warrants to be transferred until the transferee’s<br> name is entered in the Register.
3.	Every<br> instrument of transfer must be delivered to the Company at its registered office for the<br> time being for registration by the Company accompanied by the Certificate(s) for the Warrants<br> to be transferred. All instruments of transfer which are registered shall be retained by<br> the Company. No transfer shall be registered of Warrants in respect of which a Notice of<br> Exercise has been given.
4.	No<br> fee shall be charged for the registration of any transfer of Warrants or for making any entry<br> in the Register.
5.	Upon<br> delivery to the Company of an instrument of transfer in accordance with Paragraph 3 above,<br> the Company shall without delay register in the Register both the transfer and the transferee<br> as the holder of the relevant Warrants and shall send (without charge) to:
(a)	the<br> transferee a Certificate in respect of the Warrants transferred to it; and
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(b)	if<br> the transferor has transferred part only of his holding of Warrants, to the transferor a<br> new Certificate in respect of the balance of its holding of Warrants which it has not transferred.

SCHEDULE3

InitialWarrantholders

Name and address of Initial Warrantholder	Number of Warrants
RHINO VENTURES LIMITED		2,250,000

EXECUTED<br> and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br>Lubomila Jordanova
acting<br> by LUBOMILA JORDANOVA	)	Director
and<br> MILES PELHAM, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br>Miles Pelham
under<br> the authority of the Company	)	Director

Exhibit10.3

Date 3 January 2025

Amended on 20 March 2026

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed on 3 January 2025 and amended on 20 March 2026 (the Instrument) by:

BACKGROUND

The Company wishes to grant the Investor (as defined below) the Warrants (as defined below) to subscribe for Ordinary Shares (as defined below) on the terms set out in this Instrument.

ThisInstrument witnesses as follows:

1.	Definitions and Interpretation

1.1	The<br> definitions and rules of interpretation set out in this clause apply to this Instrument:
“Articles”	the<br> articles of association of the Company in force from time to time;
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“Auditors”	the<br> auditors of the Company from time to time;
“Business Day”	any<br> day (other than a Saturday or Sunday) on which banks in the Cayman Islands, New York are ordinarily open for business;
“Certificate”	in<br> relation to a Warrant, a certificate in the form, or substantially in the form, set out in Schedule 1;
“Directors”	the<br> directors of the Company from time to time;
“Investor”	The<br> person or entity entered into Schedule 3 of this Instrument.
“Offering”	initial<br> public offering of 2,250,000 Ordinary Shares of Diginex Limited
“Offering Price”	Price<br> at which the Ordinary Shares of Diginex Limited are sold at the Offering
“Law”	the<br> Companies Act (As Revised) of the Cayman Islands;
“Notice of Exercise”	in<br> relation to a Warrant, the duly completed notice of exercise as contained in the Certificate for such Warrant;
“Ordinary Shares”	ordinary<br> shares of US$0.00005 par value each of the Company conferring voting rights to the registered holders thereof;
“Register”	the<br> register of holders of Warrants to be maintained in accordance with clause 9;
“Share Register”	the<br> register of members of the Company;
“Subscription Price”	means<br> price per Ordinary Share as detailed in Schedule 1, and as may be amended by the provisions of this Instrument;
“Warrantholder(s)”	the<br> person(s) in whose name a Warrant is registered in the Register from time to time; and
“Warrants”	the<br> warrants to subscribe to Ordinary Shares constituted by this Instrument (and each a “Warrant”).
1.2	In<br> this Instrument, headings are for convenience only and shall not affect its interpretation.
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1.3	References<br> to clauses, paragraphs and Schedules are to be construed as references to the clauses of,<br> Schedules to and paragraphs of Schedules to this Instrument.
1.4	References<br> to any agreement, deed or document (including, without limitation, this Instrument) shall<br> include any amendment or supplement to, or amendment and restatement, replacement or novation<br> of, such agreement, deed or document, but disregarding any amendment, supplement, amendment<br> and restatement, replacement or novation made in breach of this Instrument.
1.5	Words<br> denoting the singular number shall include the plural and vice versa.
1.6	References<br> to persons shall include individuals, corporations (where incorporated), unincorporated associations<br> (including partnerships), trusts, any form of governmental body, agency or authority and<br> any other organisation of any nature.
1.7	References<br> to any statute or statutory provision shall include references to such statute or statutory<br> provision as in force at the date of this Instrument and as subsequently re-enacted, amended<br> or consolidated.
1.8	The<br> Schedules form part of this Instrument and shall be construed and shall have the same full<br> force and effect as if expressly set out in the body of this Instrument.
2.	Constitution and form of warrants and certificates
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2.1	The<br> Company hereby creates and constitutes Warrants on the terms and subject to the conditions<br> of this Instrument.
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2.2	On<br> the date of closing of the Offering, the Company shall grant such number of Warrants to the<br> Investor as set out against their respective name(s) in Schedule 3.
2.3	The<br> Warrants shall be in registered form.
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2.
2.5	The<br> Warrants are issued subject to the memorandum of association of the Company, the Articles<br> and otherwise on the terms of this Instrument which are binding upon the Company and each<br> Warrantholder and all persons claiming through them.
2.6	This<br> Instrument shall take effect from the date hereof and shall terminate upon the exercise of<br> the Warrants in full.
3.	Exercise of warrants
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3.1	The<br> Warrants shall be exercisable by Warrantholders at any time during the period commencing<br> on the date of grant of the Warrants and expiring on the 23^rd^ July 2028 (“Maturity Date”) without any further condition.
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3.2	A<br> Warrantholder shall be entitled to exercise all or any part of its holding of Warrants and,<br> if a Warrantholder exercises part only of its holding of Warrants, the Warrantholder shall<br> be entitled to exercise the balance of its holding of Warrants on any one or more occasions<br> and in any one or more parts as the Warrantholder determines in its discretion PROVIDED THAT<br> any exercise of Warrants shall be a minimum of 10 Warrants or more.
3.3	In<br> order to exercise the whole or any part of its holding of Warrants, the Warrantholder must<br> deliver to the Company a Notice of Exercise together with the remittance in cleared funds,<br> within 10 Business Days, of an amount equal to the Subscription Price multiplied by the number<br> of Ordinary Shares to be allotted and issued to the Warrantholder as a result of the exercise<br> of the Warrants which are being exercised.
3.4	Once<br> delivered to the Company in accordance with clause 3.3, a Notice of Exercise shall (save<br> with the consent of the Company) be irrevocable.
3.5	The<br> issue of Ordinary Shares pursuant to the exercise of Warrants shall be made by way of crediting<br> such aggregate number of Ordinary Shares to the Warrantholder’s electronic stock account<br> if the Company has completed a Listing (provided that a stock account with the details provided<br> by the Warrantholder has been opened and remains open), or via paper certificate if the Company<br> has not completed its Offering.
3.6	The<br> Company shall ensure the continuity and validity of the Warrants (or otherwise make available<br> to the Warrantholders a suitable alternative means of subscribing for the Ordinary Shares<br> at no detriment to the terms of their relevant Warrant) until Maturity Date should the Company<br> complete an Offering via IPO or otherwise.
3.7	If<br> only part of a Warrantholder’s holding of Warrants is exercised, a Certificate for<br> the outstanding balance of Warrants that have not been exercised shall be despatched to the<br> Warrantholder referred to in the relevant Notice of Exercise by no later than five Business<br> Days after such Notice of Exercise was delivered to the Company in accordance with clause<br> 3.3.
3.8	Ordinary<br> Shares allotted pursuant to the exercise of Warrants shall be entitled to all dividends and<br> distributions paid on any date or by reference to any date on or after the date on which<br> the Notice of Exercise was delivered to the Company in accordance with clause 3.3 and shall<br> otherwise rank pari passu in all respects from the date of their allotment with the<br> Ordinary Shares of the Company then in issue.
3.9	Warrants<br> shall be deemed to be exercised on the day upon which the Warrantholder gives to the Company<br> a Notice of Exercise in accordance with clause 11.
4.	Adjustment of subscription rights
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4.1	Upon<br> the occurrence of a sub-division or consolidation of the shares of the Company (each an “Adjustment Event”) after the date on which any Warrants are granted, the number of Ordinary<br> Shares which are the subject of the Warrants and the Subscription Price payable on the exercise<br> of Warrants shall be adjusted either in such manner as the Company and the Warrantholders<br> agree in writing is appropriate or, failing agreement, in such manner as the Auditors shall<br> certify is appropriate.
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4.2	For<br> the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall<br> be “appropriate” if, as a consequence of the adjustment, Warrantholders enjoy<br> the same economic effect on the exercise of their Warrants as if the relevant Adjustment<br> Event had not occurred or arisen. The Company and the Warrantholders shall endeavour to agree<br> any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event,<br> failing which the adjustment shall be certified by the Auditors and the Company shall give<br> notice of the adjustment (as certified by the Auditors) to the Warrantholders within 30 Business<br> Days of the relevant Adjustment Event together with a new Certificate in respect of any additional<br> Warrants to which Warrantholders are entitled in consequence of such adjustment. Any such<br> additional Warrants shall confer the same rights and restrictions as are attached to the<br> Warrants which are in issue at the date of the Adjustment Event (subject to any adjustment<br> to the Price which is made pursuant to this clause 4).
4.3	No<br> exercise of Warrants shall result in the issue of a fraction of an Ordinary Share. Any fractional<br> entitlements to Ordinary Shares arising as a result of an adjustment in accordance with this<br> clause 4 shall be rounded down to the nearest whole Ordinary Share.
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5.	REGISTRATION RIGHTS
	The<br>Company represents, warrants and agrees that with respect to the Conversion Shares, the Holder will have the following registration rights:<br>(i) two demand registration of the sale of the Conversion Shares at the Company’s expense, and (ii) unlimited “piggyback”<br>registration rights for a period of five (5) years after the closing of the Company’s initial public offering at the Company’s<br>expense.
6.	WINDING UP OF THE COMPANY
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6.1	If,<br> at any time when any Warrants are exercisable, an order is made or an effective resolution<br> is passed for the winding up or dissolution of the Company or if any other dissolution of<br> the Company by operation of law is to be effected then:
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(a)	if<br> such winding up or dissolution is for the purpose of a reconstruction or amalgamation pursuant<br> to a scheme of arrangement to which the Warrantholders have consented in writing, the terms<br> of such scheme of arrangement will be binding on the Warrantholder; or
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(b)	in<br> any other case, the Company shall forthwith notify the Warrantholder stating that such an<br> order has been made or resolution has been passed or other dissolution is to be effected<br> and the Warrantholder shall be entitled at any time within one month after the date such<br> notice is published to elect by notice in writing to the Company to be treated as if it had,<br> immediately before the date of the making of the order or passing of the resolution or other<br> dissolution, exercised all of its Warrants and it shall be entitled to receive out of the<br> assets which would otherwise be available in the liquidation to the holders of Ordinary Shares,<br> such a sum, if any, as it would have received had it been the holder of and paid for the<br> Ordinary Shares to which it would have become entitled by virtue of such exercise, after<br> deducting from such sum an amount equal to the amount which would have been payable by it<br> in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained<br> in this Clause shall have the effect of requiring the Warrantholder to make any actual payment<br> to the Company.
6.2	Subject<br> to compliance with Clause 6.1, the Warrants shall lapse on the liquidation or winding up<br> of the Company.
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7.	Undertakings
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Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time:

7.1	the<br> Company shall have on the date of grant of the Warrants and shall maintain all necessary<br> authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations<br> under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants<br> issued and remaining exercisable from time to time;
7.2	if<br> at any time an offer is made to all holders of Ordinary Shares (or all such holders other<br> than the offeror and/or any company controlled by the offeror and/or persons acting in concert<br> with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company,<br> the Company will as soon as possible give notice of such offer to the Warrantholders and<br> use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders<br> to exercise the Warrants and source funding for such exercise, and that a like offer, being<br> one pari passu with the best terms offered to holders of Ordinary Shares, is extended in<br> respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a<br> scheme of arrangement providing for the acquisition by any person of the whole or any part<br> of the Ordinary Share capital of the Company shall be deemed to be the making of an offer<br> for the purposes of this clause 6.2 and references herein to such an offer shall be read<br> and construed accordingly; and
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7.3	if<br> at any time an offer or invitation is made by the Company to the holders of Ordinary Shares<br> for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously<br> give notice thereof to the Warrantholders who shall be entitled at any time while such offer<br> or invitation is open for acceptance, to exercise their Warrants on the terms (subject to<br> any adjustments pursuant to clause 4 above) on which the same could have been exercised if<br> they had been exercisable and had been exercised on the day immediately preceding the record<br> date for such offer or invitation.
8.	Modification of rights
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9.	Register
9.1	The<br> Company shall maintain a Register setting out the number of Warrants in issue from time to<br> time and the persons entitled to them.
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9.2	The<br> registered holder of a Warrant shall be treated as its absolute owner for all purposes notwithstanding<br> any notice of ownership or notice of previous loss or theft or of trust or other interest<br> therein (except as ordered by a court of competent jurisdiction or required by law). The<br> Company shall not (except as stated above) be bound to recognise any other claim or interest<br> in any Warrant.
9.3	There<br> shall be entered in the Register the following:
(a)	the<br> names, addresses, phone and email address of the holder(s) for the time being of the Warrants<br> (provided that the Company shall not be obliged to register more than four joint-holders<br> in respect of any Warrant);
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(b)	the<br> amount of the Warrants held by every registered holder and the Subscription Price; and
(c)	the<br> date at which the name of every such registered holder is entered in respect of the Warrants<br> standing in his name.
9.4	Any<br> change of name or address or phone number of email address on the part of any Warrantholder<br> shall forthwith be notified to the Company in accordance with clause 12 and the Company shall<br> cause the Register to be altered accordingly. The Warrantholder, and any person authorised<br> by any such holder, shall be at liberty at all reasonable times during office hours to inspect<br> the Register and to take copies of or extracts from the same or any part thereof.
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10.	Replacement of certificates
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11.	Purchase
11.1	The<br> Company may at any time purchase Warrants either by tender (available to all Warrantholders<br> alike or by private treaty, in each case), at any price that is accepted and/or agreed by<br> Warrantholders.
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11.2	All<br> Warrants purchased pursuant to clause 11.1 shall be cancelled forthwith and may not be reissued<br> or sold.
12.	Notices
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12.1	Any<br> notice, consent, request, approval or other communication (a “Notice”)<br> to be given or made under this Instrument shall be in writing or email and signed by or on<br> behalf of the person giving it and shall be irrevocable without the written consent of the<br> person or persons on whom it is served.
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12.2	Any<br> Notice may only be served:
(a)	personally<br> by giving it either to an individual or to any director or the secretary of any company which<br> is the person to be served; or
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(b)	by<br> email to:

Company: paul.ewing@diginex.com, lubomila@diginex.com or lorenzo.romano@diginex.com

(c)	by<br> leaving it at, or sending it by pre-paid first class post (or by pre-paid first class airmail<br> if from one country to another country) to the registered office of the Company for the time<br> being (if the Company is to be served) and to the relevant address contained in the Register<br> (if a Warrantholder is to be served).
12.3	A<br> Notice shall be deemed to be served as follows:
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(a)	in<br> the case of personal service, at the time of such service;
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(b)	in<br> the case of leaving the Notice at the relevant address, at the time of leaving it there;
(c)	in<br> the case of email, at the time of delivery;
(d)	in<br> the case of service by post, on the second Business Day (or the fourth Business Day if sent<br> by airmail) following the day on which it was posted and in proving such service it shall<br> be sufficient to prove that the Notice was properly addressed, stamped and posted.
12.4	In<br> the case of joint registered holders of any Warrants, a notice given to the Warrantholder<br> whose name stands first in the Register in respect of such Warrants shall be sufficient notice<br> to all joint holders.
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12.5	In<br> the case of a notice or communication to the Company, it shall be marked for the attention<br> of the Directors
13.	Availability of INSTRUMENT
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14.	Auditors

15.	Governing law

The provisions of this Instrument and the Warrants shall be subject to and governed by the laws of the State of New York.

16.	ARBITRATION

By the granting and acceptance of the Warrants, the Company and each Warrantholder irrevocably agrees that:

16.1	any<br> dispute, controversy, difference or claim arising out of or relating to this contract, including<br> the existence, validity, interpretation, performance, breach or termination thereof or any<br> dispute regarding non- contractual obligations arising out of or relating to it shall be<br> referred to and finally resolved by arbitration administered by a tribunal under the Rules<br> of Rules of Arbitration of the International Chamber of Commerce in force when then notice<br> of arbitration is submitted;
16.2	the<br> law of this clause 16 (Arbitration) shall be law of the State of New York.
16.3	the<br> seat of arbitration shall be New York, the USA.
16.4	the<br> number of arbitrators shall be three.
16.5	the<br> arbitration proceedings shall be conducted in English.
16.6	they<br> do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral<br> injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings,<br> or the recognition and/or enforcement of any award. Any interim or provisional relief ordered<br> by any competent court may subsequently be vacated, continued or modified by the arbitral<br> tribunal on the application of the Company or the relevant Warrantholder.

IN WITNESS whereof this Instrument has been duly executed as a deed by the Company the day and year first above written.

SCHEDULE1

Formof Certificate

Certificate No. 3

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

THISIS TO CERTIFY that the Warrantholder named below is the registered holder of the right to subscribe in cash for Ordinary Shares at a price per Ordinary Share equal to the Subscription Price subject to the memorandum and articles of association of the Company and otherwise on the terms and conditions set out in the Instrument dated 3 January 2025 at any point until 23 July 2028. Words and expressions used in this Certificate and Notice of Exercise shall have the same meanings as in the Instrument.

Name(s) of holder: RHINO VENTURES LIMITED

Number of Ordinary Shares (if exercised in full): 18,000,000 (adjusted for 8:1 stock split)

Subscription Price: $1.28 - Offering price of $4.10 plus 150% premium (adjusted for 8:1 stock split)

The registered holder is entitled in respect of every 1 (one) Warrant held to subscribe for 1 (one) Ordinary Share in Diginex Limited.

INWITNESS of which this certificate is executed as a Deed on 20 March 2026

EXECUTED<br> and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br>Lubomila Jordanova
acting<br> by LUBOMILA JORDANOVA	)	Director
and<br> MILES PELHAM, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br>Miles Pelham
under<br> the authority of the Company	)	Director

SCHEDULETO THE CERTIFICATE

NOTICEOF EXERCISE

To:

The Board of Directors

Diginex Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

Signed
Full<br> Name
Address
Date

We hereby direct you to allot the Ordinary Shares to be issued pursuant hereto to us and authorise and request the entry of our name(s) in the Share Register.

We agree that the said Ordinary Shares are allotted and issued subject to the memorandum and articles of association of the Company.

Signed
Full<br> Name
Address
Date

SCHEDULE2

Transferof Warrants

The Warrants are transferable only in accordance with clause 2.4 and, subject thereto, with the following provisions:

1.	Warrants<br> shall be transferable by instrument in writing in the usual common form (or in such other<br> form as the directors of the Company may approve). A Warrantholder’s holding of Warrants<br> may be transferred in whole or in part in accordance with this Schedule 2.
2.	Every<br> instrument of transfer must be duly signed by or on behalf of the transferor and the transferor<br> shall be deemed to remain the holder of the Warrants to be transferred until the transferee’s<br> name is entered in the Register.
3.	Every<br> instrument of transfer must be delivered to the Company at its registered office for the<br> time being for registration by the Company accompanied by the Certificate(s) for the Warrants<br> to be transferred. All instruments of transfer which are registered shall be retained by<br> the Company. No transfer shall be registered of Warrants in respect of which a Notice of<br> Exercise has been given.
4.	No<br> fee shall be charged for the registration of any transfer of Warrants or for making any entry<br> in the Register.
5.	Upon<br> delivery to the Company of an instrument of transfer in accordance with Paragraph 3 above,<br> the Company shall without delay register in the Register both the transfer and the transferee<br> as the holder of the relevant Warrants and shall send (without charge) to:
(a)	the<br> transferee a Certificate in respect of the Warrants transferred to it; and
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(b)	if<br> the transferor has transferred part only of his holding of Warrants, to the transferor a<br> new Certificate in respect of the balance of its holding of Warrants which it has not transferred.

SCHEDULE3

InitialWarrantholders

Name and address of Initial Warrantholder	Number of Warrants
RHINO VENTURES LIMITED		2,250,000

EXECUTED<br> and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Lubomila Jordanova
acting<br> by LUBOMILA JORDANOVA	)	Director
and<br> MILES PELHAM, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br>Miles Pelham
under<br> the authority of the Company	)	Director

Exhibit10.4

Date 3 January 2025

Amended on 20 March 2026

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed on 3 January 2025 and amended on 20 March 2026 (the Instrument) by:

BACKGROUND

The Company wishes to grant the Investor (as defined below) the Warrants (as defined below) to subscribe for Ordinary Shares (as defined below) on the terms set out in this Instrument.

ThisInstrument witnesses as follows:

1.	Definitions and Interpretation

1.1	The<br> definitions and rules of interpretation set out in this clause apply to this Instrument:
“Articles”	the<br> articles of association of the Company in force from time to time;
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“Auditors”	the<br> auditors of the Company from time to time;
“Business Day”	any<br> day (other than a Saturday or Sunday) on which banks in the Cayman Islands, New York are ordinarily open for business;
“Certificate”	in<br> relation to a Warrant, a certificate in the form, or substantially in the form, set out in Schedule 1;
“Directors”	the<br> directors of the Company from time to time;
“Investor”	The<br> person or entity entered into Schedule 3 of this Instrument.
“Offering”	initial<br> public offering of 2,250,000 Ordinary Shares of Diginex Limited
“Offering Price”	Price<br> at which the Ordinary Shares of Diginex Limited are sold at the Offering
“Law”	the<br> Companies Act (As Revised) of the Cayman Islands;
“Notice of Exercise”	in<br> relation to a Warrant, the duly completed notice of exercise as contained in the Certificate for such Warrant;
“Ordinary Shares”	ordinary<br> shares of US$0.00005 par value each of the Company conferring voting rights to the registered holders thereof;
“Register”	the<br> register of holders of Warrants to be maintained in accordance with clause 9;
“Share Register”	the<br> register of members of the Company;
“Subscription Price”	means<br> price per Ordinary Share as detailed in Schedule 1, and as may be amended by the provisions of this Instrument;
“Warrantholder(s)”	the<br> person(s) in whose name a Warrant is registered in the Register from time to time; and
“Warrants”	the<br> warrants to subscribe to Ordinary Shares constituted by this Instrument (and each a “Warrant”).
1.2	In<br> this Instrument, headings are for convenience only and shall not affect its interpretation.
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1.3	References<br> to clauses, paragraphs and Schedules are to be construed as references to the clauses of,<br> Schedules to and paragraphs of Schedules to this Instrument.
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1.4	References<br> to any agreement, deed or document (including, without limitation, this Instrument) shall<br> include any amendment or supplement to, or amendment and restatement, replacement or novation<br> of, such agreement, deed or document, but disregarding any amendment, supplement, amendment<br> and restatement, replacement or novation made in breach of this Instrument.
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1.5	Words<br> denoting the singular number shall include the plural and vice versa.
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1.6	References<br> to persons shall include individuals, corporations (where incorporated), unincorporated associations<br> (including partnerships), trusts, any form of governmental body, agency or authority and<br> any other organisation of any nature.
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1.7	References<br> to any statute or statutory provision shall include references to such statute or statutory<br> provision as in force at the date of this Instrument and as subsequently re-enacted, amended<br> or consolidated.
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1.8	The<br> Schedules form part of this Instrument and shall be construed and shall have the same full<br> force and effect as if expressly set out in the body of this Instrument.
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2.	Constitution and form of warrants and certificates
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2.1	The<br> Company hereby creates and constitutes Warrants on the terms and subject to the conditions<br> of this Instrument.
2.2	On<br> the date of closing of the Offering, the Company shall grant such number of Warrants to the<br> Investor as set out against their respective name(s) in Schedule 3.
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2.3	The<br> Warrants shall be in registered form.
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2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2.
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2.5	The<br> Warrants are issued subject to the memorandum of association of the Company, the Articles<br> and otherwise on the terms of this Instrument which are binding upon the Company and each<br> Warrantholder and all persons claiming through them.
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2.6	This<br> Instrument shall take effect from the date hereof and shall terminate upon the exercise of<br> the Warrants in full.
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3.	Exercise of warrants
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3.1	The<br> Warrants shall be exercisable by Warrantholders at any time during the period commencing<br> on the date of grant of the Warrants and expiring on the 23^rd^ January 2029 (“Maturity Date”) without any further condition.
3.2	A<br> Warrantholder shall be entitled to exercise all or any part of its holding of Warrants and,<br> if a Warrantholder exercises part only of its holding of Warrants, the Warrantholder shall<br> be entitled to exercise the balance of its holding of Warrants on any one or more occasions<br> and in any one or more parts as the Warrantholder determines in its discretion PROVIDED THAT<br> any exercise of Warrants shall be a minimum of 10 Warrants or more.
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3.3	In<br> order to exercise the whole or any part of its holding of Warrants, the Warrantholder must<br> deliver to the Company a Notice of Exercise together with the remittance in cleared funds,<br> within 10 Business Days, of an amount equal to the Subscription Price multiplied by the number<br> of Ordinary Shares to be allotted and issued to the Warrantholder as a result of the exercise<br> of the Warrants which are being exercised.
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3.4	Once<br> delivered to the Company in accordance with clause 3.3, a Notice of Exercise shall (save<br> with the consent of the Company) be irrevocable.
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3.5	The<br> issue of Ordinary Shares pursuant to the exercise of Warrants shall be made by way of crediting<br> such aggregate number of Ordinary Shares to the Warrantholder’s electronic stock account<br> if the Company has completed a Listing (provided that a stock account with the details provided<br> by the Warrantholder has been opened and remains open), or via paper certificate if the Company<br> has not completed its Offering.
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3.6	The<br> Company shall ensure the continuity and validity of the Warrants (or otherwise make available<br> to the Warrantholders a suitable alternative means of subscribing for the Ordinary Shares<br> at no detriment to the terms of their relevant Warrant) until Maturity Date should the Company<br> complete an Offering via IPO or otherwise.
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3.7	If<br> only part of a Warrantholder’s holding of Warrants is exercised, a Certificate for<br> the outstanding balance of Warrants that have not been exercised shall be despatched to the<br> Warrantholder referred to in the relevant Notice of Exercise by no later than five Business<br> Days after such Notice of Exercise was delivered to the Company in accordance with clause<br> 3.3.
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3.8	Ordinary<br> Shares allotted pursuant to the exercise of Warrants shall be entitled to all dividends and<br> distributions paid on any date or by reference to any date on or after the date on which<br> the Notice of Exercise was delivered to the Company in accordance with clause 3.3 and shall<br> otherwise rank pari passu in all respects from the date of their allotment with the<br> Ordinary Shares of the Company then in issue.
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3.9	Warrants<br> shall be deemed to be exercised on the day upon which the Warrantholder gives to the Company<br> a Notice of Exercise in accordance with clause 12.
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4.	Adjustment of subscription rights
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4.1

Upon the occurrence of a sub-division or consolidation of the shares of the Company (each an “Adjustment Event”) after the date on which any Warrants are granted, the number of Ordinary Shares which are the subject of the Warrants and the Subscription Price payable on the exercise of Warrants shall be adjusted either in such manner as the Company and the Warrantholders agree in writing is appropriate or, failing agreement, in such manner as the Auditors shall certify is appropriate.

4.2

For the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall be “appropriate” if, as a consequence of the adjustment, Warrantholders enjoy the same economic effect on the exercise of their Warrants as if the relevant Adjustment Event had not occurred or arisen. The Company and the Warrantholders shall endeavour to agree any adjustment pursuant to this clause 4 within 10 Business Days of the Adjustment Event, failing which the adjustment shall be certified by the Auditors and the Company shall give notice of the adjustment (as certified by the Auditors) to the Warrantholders within 30 Business Days of the relevant Adjustment Event together with a new Certificate in respect of any additional Warrants to which Warrantholders are entitled in consequence of such adjustment. Any such additional Warrants shall confer the same rights and restrictions as are attached to the Warrants which are in issue at the date of the Adjustment Event (subject to any adjustment to the Price which is made pursuant to this clause 4).

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4.3	No<br> exercise of Warrants shall result in the issue of a fraction of an Ordinary Share. Any fractional<br> entitlements to Ordinary Shares arising as a result of an adjustment in accordance with this<br> clause 4 shall be rounded down to the nearest whole Ordinary Share.
5.	REGISTRATION RIGHTS
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The Company represents, warrants and agrees that with respect to the Conversion Shares, the Holder will have the following registration rights: (i) two demand registration of the sale of the Conversion Shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s initial public offering at the Company’s expense.

6.	WINDING UP OF THE COMPANY

6.1	If,<br> at any time when any Warrants are exercisable, an order is made or an effective resolution<br> is passed for the winding up or dissolution of the Company or if any other dissolution of<br> the Company by operation of law is to be effected then:
(a)	if<br> such winding up or dissolution is for the purpose of a reconstruction or amalgamation pursuant<br> to a scheme of arrangement to which the Warrantholders have consented in writing, the terms<br> of such scheme of arrangement will be binding on the Warrantholder; or
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(b)	in<br> any other case, the Company shall forthwith notify the Warrantholder stating that such an<br> order has been made or resolution has been passed or other dissolution is to be effected<br> and the Warrantholder shall be entitled at any time within one month after the date such<br> notice is published to elect by notice in writing to the Company to be treated as if it had,<br> immediately before the date of the making of the order or passing of the resolution or other<br> dissolution, exercised all of its Warrants and it shall be entitled to receive out of the<br> assets which would otherwise be available in the liquidation to the holders of Ordinary Shares,<br> such a sum, if any, as it would have received had it been the holder of and paid for the<br> Ordinary Shares to which it would have become entitled by virtue of such exercise, after<br> deducting from such sum an amount equal to the amount which would have been payable by it<br> in respect of such Ordinary Shares if it had exercised all his Warrants, but nothing contained<br> in this Clause shall have the effect of requiring the Warrantholder to make any actual payment<br> to the Company.
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6.2	Subject<br> to compliance with Clause 6.1, the Warrants shall lapse on the liquidation or winding up<br> of the Company.
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7.	Undertakings
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Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time:

7.1	the<br> Company shall have on the date of grant of the Warrants and shall maintain all necessary<br> authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations<br> under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants<br> issued and remaining exercisable from time to time;
7.2	if<br> at any time an offer is made to all holders of Ordinary Shares (or all such holders other<br> than the offeror and/or any company controlled by the offeror and/or persons acting in concert<br> with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company,<br> the Company will as soon as possible give notice of such offer to the Warrantholders and<br> use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders<br> to exercise the Warrants and source funding for such exercise, and that a like offer, being<br> one pari passu with the best terms offered to holders of Ordinary Shares, is extended in<br> respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a<br> scheme of arrangement providing for the acquisition by any person of the whole or any part<br> of the Ordinary Share capital of the Company shall be deemed to be the making of an offer<br> for the purposes of this clause 6.2 and references herein to such an offer shall be read<br> and construed accordingly; and
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7.3	if<br> at any time an offer or invitation is made by the Company to the holders of Ordinary Shares<br> for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously<br> give notice thereof to the Warrantholders who shall be entitled at any time while such offer<br> or invitation is open for acceptance, to exercise their Warrants on the terms (subject to<br> any adjustments pursuant to clause 4 above) on which the same could have been exercised if<br> they had been exercisable and had been exercised on the day immediately preceding the record<br> date for such offer or invitation.
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8.	Modification of rights
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9.	Register

9.1	The<br> Company shall maintain a Register setting out the number of Warrants in issue from time to<br> time and the persons entitled to them.
9.2	The<br> registered holder of a Warrant shall be treated as its absolute owner for all purposes notwithstanding<br> any notice of ownership or notice of previous loss or theft or of trust or other interest<br> therein (except as ordered by a court of competent jurisdiction or required by law). The<br> Company shall not (except as stated above) be bound to recognise any other claim or interest<br> in any Warrant.
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9.3	There<br> shall be entered in the Register the following:
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(a)	the<br> names, addresses, phone and email address of the holder(s) for the time being of the Warrants<br> (provided that the Company shall not be obliged to register more than four joint-holders<br> in respect of any Warrant);
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(b)	the<br> amount of the Warrants held by every registered holder and the Subscription Price; and
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(c)	the<br> date at which the name of every such registered holder is entered in respect of the Warrants<br> standing in his name.
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9.4	Any<br> change of name or address or phone number of email address on the part of any Warrantholder<br> shall forthwith be notified to the Company in accordance with clause 12 and the Company shall<br> cause the Register to be altered accordingly. The Warrantholder, and any person authorised<br> by any such holder, shall be at liberty at all reasonable times during office hours to inspect<br> the Register and to take copies of or extracts from the same or any part thereof.
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10.	Replacement of certificates
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11.	Purchase

11.1	The<br> Company may at any time purchase Warrants either by tender (available to all Warrantholders<br> alike or by private treaty, in each case), at any price that is accepted and/or agreed by<br> Warrantholders.
11.2	All<br> Warrants purchased pursuant to clause 11.1 shall be cancelled forthwith and may not be reissued<br> or sold.
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12.	Notices
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12.1	Any<br> notice, consent, request, approval or other communication (a “Notice”)<br> to be given or made under this Instrument shall be in writing or email and signed by or on<br> behalf of the person giving it and shall be irrevocable without the written consent of the<br> person or persons on whom it is served.
12.2	Any<br> Notice may only be served:
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(a)	personally<br> by giving it either to an individual or to any director or the secretary of any company which<br> is the person to be served; or
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(b)	by<br> email to:
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Company: paul.ewing@diginex.com, lubomila@diginex.com or lorenzo.romano@diginex.com

(c)	by<br> leaving it at, or sending it by pre-paid first class post (or by pre-paid first class airmail<br> if from one country to another country) to the registered office of the Company for the time<br> being (if the Company is to be served) and to the relevant address contained in the Register<br> (if a Warrantholder is to be served).
12.3	A<br> Notice shall be deemed to be served as follows:
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(a)	in<br> the case of personal service, at the time of such service;
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(b)	in<br> the case of leaving the Notice at the relevant address, at the time of leaving it there;
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(c)	in<br> the case of email, at the time of delivery;
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(d)	in<br> the case of service by post, on the second Business Day (or the fourth Business Day if sent<br> by airmail) following the day on which it was posted and in proving such service it shall<br> be sufficient to prove that the Notice was properly addressed, stamped and posted.
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12.4	In<br> the case of joint registered holders of any Warrants, a notice given to the Warrantholder<br> whose name stands first in the Register in respect of such Warrants shall be sufficient notice<br> to all joint holders.
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12.5	In<br> the case of a notice or communication to the Company, it shall be marked for the attention<br> of the Directors
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13.	Availability of INSTRUMENT
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14.	Auditors

15.	Governing law

The provisions of this Instrument and the Warrants shall be subject to and governed by the laws of the State of New York.

16.	ARBITRATION

By the granting and acceptance of the Warrants, the Company and each Warrantholder irrevocably agrees that:

16.1	any<br> dispute, controversy, difference or claim arising out of or relating to this contract, including<br> the existence, validity, interpretation, performance, breach or termination thereof or any<br> dispute regarding non- contractual obligations arising out of or relating to it shall be<br> referred to and finally resolved by arbitration administered by a tribunal under the Rules<br> of Rules of Arbitration of the International Chamber of Commerce in force when then notice<br> of arbitration is submitted;
16.2	the<br> law of this clause 16 (Arbitration) shall be law of the State of New York.
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16.3	the<br> seat of arbitration shall be New York, the USA.
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16.4	the<br> number of arbitrators shall be three.
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16.5	the<br> arbitration proceedings shall be conducted in English.
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16.6	they<br> do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral<br> injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings,<br> or the recognition and/or enforcement of any award. Any interim or provisional relief ordered<br> by any competent court may subsequently be vacated, continued or modified by the arbitral<br> tribunal on the application of the Company or the relevant Warrantholder.
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IN WITNESS whereof this Instrument has been duly executed as a deed by the Company the day and year first above written.

SCHEDULE1

Formof Certificate

Certificate No. 3

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

THISIS TO CERTIFY that the Warrantholder named below is the registered holder of the right to subscribe in cash for Ordinary Shares at a price per Ordinary Share equal to the Subscription Price subject to the memorandum and articles of association of the Company and otherwise on the terms and conditions set out in the Instrument dated 3 January 2025 at any point until 23 January 2029. Words and expressions used in this Certificate and Notice of Exercise shall have the same meanings as in the Instrument.

Name(s) of holder: RHINO VENTURES LIMITED

Number of Ordinary Shares (if exercised in full): 18,000,000 (adjusted for 8:1 stock split)

Subscription Price: $1.54 - Offering price of $4.10 plus 200% premium (adjusted for 8:1 stock split)

The registered holder is entitled in respect of every 1 (one) Warrant held to subscribe for 1 (one) Ordinary Share in Diginex Limited.

INWITNESS of which this certificate is executed as a Deed on 20 March 2026

EXECUTED<br> and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Lubomila Jordanova
acting<br> by LUBOMILA JORDANOVA	)	Director
and<br> MILES PELHAM, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br> Miles Pelham
under<br> the authority of the Company	)	Director

SCHEDULETO THE CERTIFICATE

NOTICEOF EXERCISE

To:

The Board of Directors

Diginex Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

Signed
Full<br> Name
Address
Date

We hereby direct you to allot the Ordinary Shares to be issued pursuant hereto to us and authorise and request the entry of our name(s) in the Share Register.

We agree that the said Ordinary Shares are allotted and issued subject to the memorandum and articles of association of the Company.

Signed
Full<br> Name
Address
Date

SCHEDULE2

Transferof Warrants

The Warrants are transferable only in accordance with clause 2.4 and, subject thereto, with the following provisions:

1.	Warrants<br> shall be transferable by instrument in writing in the usual common form (or in such other<br> form as the directors of the Company may approve). A Warrantholder’s holding of Warrants<br> may be transferred in whole or in part in accordance with this Schedule 2.
2.	Every<br> instrument of transfer must be duly signed by or on behalf of the transferor and the transferor<br> shall be deemed to remain the holder of the Warrants to be transferred until the transferee’s<br> name is entered in the Register.
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3.	Every<br> instrument of transfer must be delivered to the Company at its registered office for the<br> time being for registration by the Company accompanied by the Certificate(s) for the Warrants<br> to be transferred. All instruments of transfer which are registered shall be retained by<br> the Company. No transfer shall be registered of Warrants in respect of which a Notice of<br> Exercise has been given.
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4.	No<br> fee shall be charged for the registration of any transfer of Warrants or for making any entry<br> in the Register.
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5.	Upon<br> delivery to the Company of an instrument of transfer in accordance with Paragraph 3 above,<br> the Company shall without delay register in the Register both the transfer and the transferee<br> as the holder of the relevant Warrants and shall send (without charge) to:
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(a)	the<br> transferee a Certificate in respect of the Warrants transferred to it; and
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(b)	if<br> the transferor has transferred part only of his holding of Warrants, to the transferor a<br> new Certificate in respect of the balance of its holding of Warrants which it has not transferred.
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SCHEDULE3

InitialWarrantholders

Name and address of Initial Warrantholder	Number of Warrants
RHINO VENTURES LIMITED		2,250,000
EXECUTED<br> and DELIVERED as a DEED by	)
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DIGINEX LIMITED	)	/s/ Lubomila<br> Jordanova
acting<br> by LUBOMILA JORDANOVA	)	Director
and<br> MILES PELHAM, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/ Miles<br> Pelham
under<br> the authority of the Company	)	Director