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 January 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): ☐

ThePlan A Transaction

On December 31, 2025, Diginex Limited (“Diginex” or the “Purchaser”) signed a definitive share purchase and transfer agreement (the “SPTA”) with the 19 shareholders (individually a “Seller” and collectively the “Sellers”) of PlanA.earth GmbH (“Plan A”) to acquire Plan A, one of Europe’s leading AI-powered carbon accounting and decarbonization platforms. The SPTA provides that Diginex will deliver to the Sellers of Plan A €3 million in cash and 6,720,317 shares of Diginex’s ordinary shares valued at €52 million in exchange for 100% of the equity of Plan A (the “Acquisition”). A copy of the SPTA is attached hereto as Exhibit 10.1. Capitalized terms used herein that are not defined shall have the meaning ascribed to them in the SPTA.

This Acquisition combines Diginex’s award-winning ESG reporting capabilities, spanning 19 global frameworks, with Plan A’s award-winning carbon accounting and decarbonization technology. Following the completion of the acquisition, Diginex expects to offer a scaled, integrated sustainability platform designed to link regulatory reporting, value-chain emissions, and decarbonization strategy. We believe the combined platform reframes decarbonization as a measurable driver of financial return, supported by comprehensive value-chain and Scope 3 assessments.

Plan A is Europe’s leading Greentech provider, offering an AI-powered platform that automates carbon accounting and ESG reporting for over 260 clients globally. By streamlining the collection of Scope 1, 2, and 3 emissions data, the company enables organizations and their entire value chains to move beyond simple tracking toward science-based decarbonization and measurable return on investment. Certified by TÜV Rheinland and recognized as a B Corp, Plan A combines rigorous scientific methodology with advanced technology to help enterprises navigate complex regulatory frameworks, ensuring they reach net-zero goals with transparency and accuracy.

Consideration

Pursuant to the SPTA, Diginex will deliver to the Sellers of Plan A €3 million in cash (the “Cash Purchase Price”) and 6,720,317 Diginex ordinary shares valued at €52 million in exchange for 100% of the equity of Plan A (the “Consideration Shares” and collectively with the Cash Purchase Price the “Total Purchase Price”).

The Consideration Shares shall be subject to a lock-up (the “Lock-Up Period”) as follows: (a) 25% released at 6 months after the Closing Date; (b) a further 25% released at 9 months after the Closing Date; (c) a further 25% released at 12 months after the Closing Date; and (d) the remaining 25% released at 15 months after the Closing Date.

In addition to the Total Purchase Price and subject to the achievement of the following financial targets set forth below, the Sellers shall be entitled to a performance related earn out payment for fiscal years 2026 and 2027 (“Earn-Out”).

An amount of €10 million (the “ARR Max EO Amount 2026”) shall be payable in ordinary shares in the Purchaser, if the fully paid annualized value of recurring revenue of Plan A (the “Paid ARR”) in the twelve months period ending on 31 March 2027 (the “FY 2026”) amounts to or exceeds €11.3 million (the “ARR Target 2026”). Twenty percent of any excess Paid ARR in FY 2026 shall be counted towards the ARR Target 2027 (the “excess FY 2026 ARR”), as defined below.

An amount of €15 million (the “ARR Target 2027”) shall be payable in ordinary shares in the Purchaser, if the Paid ARR in the twelve months period ending on 31 March 2028 (the “FY 2027” and together with excess FY 2026 ARR) amounts to or exceeds €17 million.

In case 75% or more (but less than 100%) of the ARR Target 2026 or the ARR Target 2027 is achieved in the respective twelve months period, the respective Earn-Out is payable pro rata (the respective payable Earn-Out amount each an “Earn-Out Amount”). For example, if in FY 2026 the Paid ARR amounts to EUR 8,475,000 (i.e. an amount of 75% of the ARR Target 2026) an Earn-Out for FY 2026 of EUR 7,500,000 (i.e. 75% of the ARR Max EO Amount 2026) is payable in ordinary shares of the Purchaser.

The aggregate Earn-Out shall in no event exceed an amount of EUR 25,000,000. In case of an overachievement of the ARR Target 2027, the excess ARR above the ARR Target 2027 may be counted towards the ARR Target 2026, if necessary, but no excess ARR will be applied to subsequent years.

TheClosing

The Parties have agreed that the closing of the Acquisition shall occur as soon as practicable after fulfilment of all conditions precedent (the “Closing Date”). On the Closing Date, the Parties agree that the following closing actions shall be performed in the following order of priority (the “Closing Actions”):

(a) Plan A has provided written confirmation to the Purchaser that the authorized capital 2025/I of Plan A in the current amount of EUR 370 has not been utilized until the Closing Date;

(b) The Joint Representative shall deliver to the Purchaser a copy of the duly executed ISHA Termination Agreement;

(c) Each of the Sellers who is entitled to nominate or appoint a member of the advisory board of Plan A shall provide the duly signed resignation letters from the relevant member of the advisory board of Plan A, confirming (a) their resignation effective as of the Closing Date and (b) that they have no outstanding claims or rights against Plan A in their capacity as member of the advisory board.

(d) Plan A shall provide a confirmation to the Purchaser that no Leakage other than Permitted Leakage occurred since the Effective Date until the Closing Date.

(e) Mau Dana UG (haftungsbeschränkt) (“Seller 1”) and Bonnisseau Zukunft UG (haftungsbeschränkt) (“Seller 2”) shall in accordance with Section 10.6.7 deliver to the Purchaser a disclosure statement substantially in the form as attached hereto as Annex 8.3(e) (“Bring Down Statement “) with respect to the Sellers` Representations given by Seller 1 and Seller 2 also as of the Closing Date (“Bring Down Representations “) as well as claims pursuant to Section 11.

(f) The Purchaser pays the Cash Purchase Price to the Escrow Account.

(g) The Purchaser shall deliver evidence of shares in book-entry form for the Stock Purchase Price to the Sellers by delivering a statement of the transfer agent confirming the issuance of the Consideration Shares to each Seller.

The Sellers (jointly) and the Purchaser may jointly waive the fulfillment of any of the Closing Actions.

Representationsand Warranties

In the SPTA, the Seller makes certain representations and warranties relating to, among other things: (a) authority and capacity to enter into the SPTA; (b) Plan A is duly and legally incorporated and organized, its shares have been validly issued and fully paid; Plan A has no subsidiaries and there are no outstanding options, warrants or rights; (c) the capitalization of Plan A and that Sellers are the owners of the authorized securities of Plan A; (d) other than as disclosed Plan A has not entered into any related party arrangements or agreements or interested party transactions; (e) financial condition and financial statements; (f) taxes; (g) assets; (h) employee benefits and labor matters; (i) material agreements; (j) title to properties; (k) intellectual property; (l) information technology; (m) data protection; (o) insurance; (p) applicable laws; (q) disputes and litigation; (r) that the Consideration Shares will be issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, and that the Consideration Shares, when issued, will bear a restrictive legend providing that the Consideration Shares have not been registered under the Securities Act of 1933, as amended.

Diginex also makes certain representations and warranties relating to, among other things: (a) organization, qualification and standing; (b) insolvency, (c) capacity, power and authority to perform its obligations under the SPTA; (d) due execution and delivery of the SPTA; (e) consents and non-contravention, (f) other than as disclosed no litigation pending or threatened, (g) is not controlled by a Person that is the target of any sanctions is not located or organized in a country or territory that is, or whose government is a Sanctioned Country, (h) when issued the Consideration Shares will be validly issued and fully paid; and (i) no knowledge of a breach of the SPTA.

ConductPrior to Closing; Covenants Pending Closing

Sellers have agreed to operate Plan A’s business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

Conditionsto Closing

The Sellers’ and the Purchaser’s obligation to consummate this Acquisition is subject to the satisfaction (or waiver by the Parties) of each of the Closing Actions set forth above.

Post-ClosingUndertakings and Obligations

ManagementIncentive Programs

1.	Retention Pool at the level of the Purchaser

The Purchaser shall implement a EUR 3,000,000 restricted share unit retention pool (the “Incentive Shares”) at the level of the Purchaser for key personnel and employees of the Diginex companies. The Incentive Shares shall be issued at a price of US$ 9.10. The Euro/US dollar exchange rate shall be 0.8503.

2.	Profit Participation Rights at the level of Plan A

Plan A has set up a profit participation rights program (the “PPR Plan”) pursuant to which Plan A has granted profit participation rights to the beneficiaries (the “PPR Beneficiaries”) as set forth in Annex 7.2(i) next to each PPR Beneficiary. Pursuant to the terms and conditions of the Existing ISHA and PPR Plan, the PPR Beneficiaries will not be entitled to payments as of Closing but might be entitled to a payment in case of a certain amount of the Earn-Out is payable. Therefore, the Parties envisage cancelling the program and the profit participation rights of the PPR Beneficiaries until the Closing Date against cash settlement with the PPR Beneficiaries. The Sellers agree that Plan A cancels the profit participation rights plan enters with PPR Beneficiaries into consent and waiver letters (“PPR Letters”) in which PPR Beneficiaries waive any claims they may have against Plan A under the PPR against settlement in cash substantially in the forms as attached hereto as Annex 7.2(ii) and the Sellers shall vote in favour of such cancellation, to the extent a shareholders’ resolution should be required or requested in this regard.

3.	Virtual Option Program at the level of Plan A

Plan A has set up a virtual option plan for the Company (the “VSOP”) pursuant to which Plan A granted virtual options to certain beneficiaries (the “VSOP Beneficiaries”) as set forth in Annex 7.2(i) next to each VSOP Beneficiary. Pursuant to the terms and conditions of the Existing ISHA and the VSOP, the VSOP Beneficiaries will not be entitled to payments as of Closing but might be entitled to a payment in case a certain amount of Earn-Out is payable. Therefore, the Parties envisage cancelling the program and virtual options of the VSOP Beneficiaries until the Closing Date against cash settlement with the VSOP Beneficiaries. The Sellers agree that Plan A cancels the VSOP program and enters with VSOP Beneficiaries into consent and waiver letters (“VSOP Letters”) in which they waive any claims they may have against Plan A under the VSOP against settlement in cash.

RegistrationRights

The Purchaser shall file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) to register the resale of the Consideration Shares as soon as reasonably practical following the Closing, subject to delivery of the completed questionnaires from each of the Sellers, with the Parties aiming that such filing should be done within 90 days after receipt by the Purchaser of the completed Questionnaires, and shall provide the Sellers with a copy of the Registration Statement within five (5) Business Days from the date of filing the Registration Statement with the SEC.

The foregoing description of the SPTA does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual SPTA, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference. On January 7, 2026, Diginex issued a press release disclosing the signing of the SPTA.

On January 14, 2026, the Parties closed the acquisition contemplated by the SPTA. In exchange for 100% of the outstanding equity of Plan A, Diginex delivered to the Sellers of Plan A the Cash Purchase Price and the Consideration Shares in accordance with the terms of the SPTA. On January 14, 2026, Diginex issued a press release disclosing Diginex’s acquisition of Plan A and the closing of the transaction contemplated by the SPTA.

On January 7, 2026, Diginex issued a press release announcing the execution of the SPTA (the “Jan 7^th^ Press Release”). A copy of the Jan 7^th^ Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On January 14, 2026, Diginex issued a press release announcing the closing of Diginex’s acquisition of Plan A (the “Jan 14^th^ Press Release”). A copy of the Jan 14^th^ Press Release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Exhibits

Exhibit<br> No.	Description
10.1	Share Purchase Transfer Agreement, dated December 31, 2025 between Diginex Limited and the Sellers
99.1	Diginex Limited Press Release dated January 7, 2026.
99.2	Diginex Limited Press Release dated January 14, 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> February 3, 2026		/s/ Lubomila Jordanova
	Name:	Lubomila<br> Jordanova
	Title:	Chief<br> Executive Officer
		(Principal<br> Executive Officer)

Exhibit 10.1

Exhibit99.1

DiginexLimited Announces Signing of Definitive Agreement to Acquire Plan A, Creating One of Europe’s Leading Integrated ESG, Carbon Accountingand Decarbonization Platforms

Thecombined business will deliver a single sophisticated platform to expand beyond existing strategic relationships, including HSBC, CocaCola, Visa, and BMW.

LONDON, Jan. 07, 2026 (GlobeNewswire) — Diginex Limited (NASDAQ: DGNX), a leading provider of Sustainability RegTech and data management solutions, today announced the signing of a definitive share purchase and transfer agreement (the “SPTA”), to acquire PlanA.earth GmbH (“Plan A”), one of Europe’s leading AI-powered carbon accounting and decarbonization platforms. The SPTA provides that Diginex will deliver to the sellers of Plan A €3 million in cash and 6,720,317 shares of Diginex’s ordinary shares valued at €52 million in exchange for 100% of the equity of Plan A.

With this transaction, Diginex warmly welcomes Visa, Deutsche Bank, as shareholders, and looks forward to working with them as stakeholders going forwards.

This strategic acquisition combines Diginex’s award-winning ESG reporting capabilities, spanning 19 global frameworks, with Plan A’s award-winning carbon accounting and decarbonization technology. Following the completion of the acquisition Diginex expects to offer a scaled, integrated sustainability platform designed to link regulatory reporting, value-chain emissions, and decarbonization strategy. We believe, the combined platform reframes decarbonization as a measurable driver of financial return, supported by comprehensive value-chain and Scope 3 assessments.

In addition, Diginex will offer companies a strategic, one-stop, end-to-end solution for all corporate audit, ESG reporting, and decarbonization needs, including supply chain transparency, target-setting, and performance tracking.

This acquisition positions Diginex to capitalize on the rapidly expanding global market for ESG reporting and carbon accounting software. Industry studies estimate the broader ESG and sustainability software market will expand approximately by 20-25% over the next five years (CAGR), reaching between USD 80-100 billion by 2030.

We believe the Sustainability RegTech industry is at a pivotal inflection point. Business enterprises are facing an unprecedented convergence of regulatory, investor and customer expectations, including tightening climate-disclosure requirements, net-zero commitments and growing demand for traceable Scope 3 data and credible, auditable decarbonization plans. We expect that Diginex’s offering will be able to serve this demand.

Enhanced access to capital will enable both companies to accelerate global expansion. Diginex will deepen its European footprint through Plan A’s established regional presence and enterprise customer base, while Plan A will accelerate growth across Asia, North America, through Diginex’s global infrastructure and public-company platform.

“Theacquisition of Plan A marks a transformative milestone in delivering the most advanced, user-friendly sustainability platform available,” said Miles Pelham, Chairman of Diginex. “The synergy between our ESG tools and Plan A’s carbon expertise will empower businesses worldwide to navigate increasingly complex regulations and achieve meaningful data-driven progress toward sustainability goals and financial objectives.”

“Joining forces with Diginex represents a definitive shift for our industry,” said Lubomila Jordanova, Founder and CEO of Plan A. “For too long, the market has remained deeply fragmented, forcing businesses to manage disparate, siloed solutions for supply chain transparency, ESG reporting, carbon accounting, and decarbonization. By unifying Plan A’s high-precision decarbonization technology with Diginex’s RegTech and regulatory expertise, we will be able to deliver a single, sophisticated platform that transforms fragmented data intomeasurable climate impact and clear financial ROI.”

Plan A was advised by Torch Partners and Morrison & Foerster. Diginex was advised by McDermott Will & Schulte and Gibson Dunn.

AboutDiginex

Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.

The award-winning diginexESG platform supports 19 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.

For more information, please visit the Company’s website: https://www.diginex.com/.

AboutPlan A (plana.earth)

Plan A is Europe’s leading Greentech provider, offering an AI-powered platform that automates carbon accounting and ESG reporting for over 1,500 businesses globally. By streamlining the collection of Scope 1, 2, and 3 emissions data, the company enables organizations and their entire value chains to move beyond simple tracking toward science-based decarbonization and measurable return on investment. Certified by TÜV Rheinland and recognized as a B Corp, Plan A combines rigorous scientific methodology with advanced technology to help enterprises navigate complex regulatory frameworks, ensuring they reach net-zero goals with transparency and accuracy.

For more information, please visit the Company’s website: www.plana.earth

Forward-LookingStatements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company’s filings with the SEC.

Diginex

Investor Relations

Email: ir@diginex.com

IRContact – Europe

Anna Höffken

Phone: +49.40.609186.0

Email: diginex@kirchhoff.de

IRContact – US

Jackson Lin

Lambert by LLYC

Phone: +1 (646) 717-4593

Email: jian.lin@llyc.global

Exhibit99.2

DiginexLimited (NASDAQ: DGNX) Closes Acquisition of PlanA.earth GmbH (“Plan A”), Creating One of Europe’s Leading IntegratedESG, Carbon Accounting, and Decarbonization Platforms

The deal introduces Visa and Deutsche Bank as new shareholders, underscoring strong institutional confidence in Diginex’s growth strategy

LONDON, Jan. 14, 2026 (GlobeNewswire) — Diginex Limited (NASDAQ: DGNX), a leading provider of Sustainability RegTech solutions empowering businesses and governments with advanced ESG, climate, and supply chain data management tools, today announced the successful closing of its acquisition of PlanA.earth GmbH (“Plan A”), one of Europe’s premier AI-powered carbon accounting and decarbonization platforms.

This strategic move significantly strengthens Diginex’s European footprint via Plan A’s established regional presence and enterprise customer base (including major clients like BMW, Deutsche Bank, Visa, and others), while enabling accelerated expansion into Asia and North America through Diginex’s global infrastructure and public-company advantages.

The transaction, originally announced on December 2, 2025, following the signing of a memorandum of understanding, was completed following the satisfaction of customary closing conditions. Under the terms, Diginex delivered €3 million in cash and issued 6,720,317 ordinary shares valued at approximately €52 million (total consideration of ~€55 million) in exchange for 100% of Plan A’s equity.

The acquisition unites Diginex’s award-winning ESG reporting capabilities—covering 19 global frameworks—with Plan A’s cutting-edge AI-driven carbon accounting, Scope 1-3 emissions tracking, science-based target setting, and actionable decarbonization strategies. The combined platform offers enterprises a comprehensive, end-to-end solution that seamlessly links regulatory compliance, value-chain emissions visibility, supply chain transparency, target-setting, performance tracking, and measurable climate impact—addressing fragmentation in the sustainability software market and driving financial ROI through data-driven decarbonization.

The global ESG and carbon accounting software market continues to expand rapidly, fuelled by regulations such as the EU’s CSRD and ISSB standards, with projections estimating growth to $80–100 billion by 2030. This acquisition positions Diginex to capture significant share in this high-growth sector.

“The closing of the Plan A acquisition marks a pivotal milestone for Diginex as we build the most advanced, user-friendly sustainability platform available today,” said Miles Pelham, Chairman of Diginex. “By integrating Plan A’s innovative carbon expertise with our RegTech ecosystem, we are empowering businesses worldwide to navigate complex regulations, achieve verifiable net-zero progress, and turn sustainability into a clear driver of value.”

“Joining forces with Diginex represents a definitive shift for our industry,” added Lubomila Jordanova, founder of PlanA. “Unifying Plan A’s high-precision decarbonization technology with Diginex’s regulatory and data management strengths enables a single, sophisticated solution that transforms fragmented data into actionable climate impact and tangible financial returns.”

ResulticksUpdate

Diginex’s continues its dialogue with debt financing providers in order to close the final terms and financing for the execution of the definitive transaction agreement to acquire Resulticks Global Companies Pte Limited (“Resulticks”). The Company will continue to work in good faith with Resulticks and debt funding partners to finalise the transaction, but there can be no assurance that the parties will ultimately execute the definitive transaction agreement or close the proposed transaction.