20-F - DGNX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

20-F

(Mark One)

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended March 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

1934

Date

of event requiring this shell company report

Commission

File Number: 001-41772

DIGINEX

LIMITED

(Exact name of Registrant as specified in its charter)

Not applicable	Cayman Islands
(Translation<br> of Registrant’s name into English)	(Jurisdiction<br> of incorporation or organization)

25 Wilton Road, Victoria

London

Greater London

SW1V

1LW

United Kingdom

(Addressof Principal Executive Offices)

Mr Mark Blick

25 Wilton Road, Victoria

London

Greater London

SW1V

1LW

United Kingdom

Tel:

+44 1474554550

Email: Mark.Blick@diginex,com

(Name,Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities

registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary<br> shares, par value $0.00005 per share	DGNX	The<br> Nasdaq Stock Market LLC

Securities

registered or to be registered pursuant to Section 12(g) of the Act: None

Securities

for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate

the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 22,993,763

ordinary shares as of March 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐	Non-accelerated<br> filer ☒
		Emerging<br> growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.<br> GAAP ☐	International Financial Reporting Standards as issued by the International Accounting Standards Board ☒	Other<br> ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

TABLE

OF CONTENTS

PART<br> I		4
	ITEM<br> 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4
	ITEM<br> 2. OFFER STATISTICS AND EXPECTED TIMETABLE	4
	ITEM<br> 3. KEY INFORMATION	4
	ITEM<br> 4. INFORMATION ON THE COMPANY	25
	ITEM<br> 4A. UNRESOLVED STAFF COMMENTS	38
	ITEM<br> 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	38
	ITEM<br> 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	47
	ITEM<br> 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	54
	ITEM<br> 8. FINANCIAL INFORMATION	56
	ITEM<br> 9. THE OFFER AND LISTING	57
	ITEM<br> 10. ADDITIONAL INFORMATION	57
	ITEM<br> 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	65
	ITEM<br> 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	65
PART<br> II		66
	ITEM<br> 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	66
	ITEM<br> 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	66
	ITEM<br> 15. CONTROLS AND PROCEDURES	66
	ITEM<br> 16. [RESERVED]	66
	ITEM<br> 16A. AUDIT COMMITTEE FINANCIAL EXPERT	66
	ITEM<br> 16B. CODE OF ETHICS	66
	ITEM<br> 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	66
	ITEM<br> 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	66
	ITEM<br> 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	66
	ITEM<br> 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	66
	ITEM<br> 16G. CORPORATE GOVERNANCE	66
	ITEM<br> 16H. MINE SAFETY DISCLOSURE	67
	ITEM<br> 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	67
	ITEM<br> 16J. INSIDER TRADING POLICIES	68
	ITEM<br> 16K. CYBERSECURITY	68
PART<br> III		69
	ITEM<br> 17. FINANCIAL STATEMENTS	69
	ITEM<br> 18. FINANCIAL STATEMENTS	69
	ITEM<br> 19. EXHIBITS	69

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CERTAIN

INFORMATION

Asused in the Annual Report on Form 20-F, unless otherwise indicated or the context otherwise requires, references to:

●	“Advisory”<br> is assisting companies define and implement their ESG strategies;
●	“Chardan”<br> means Chardan Capital Markets LLC’
●	“Companies<br> Act” means the Companies Act (As Revised) of the Cayman Islands;
●	“Customization”<br> is developing bespoke solutions for clients onto of ESG Entity Reporting or Lumen
●	“Diginex<br> Limited” or the “Company” means Diginex Limited, an exempted company with limited liability incorporated under<br> the laws of the Cayman Islands;
●	“Diginex<br> Services” means Diginex Services Limited, a direct subsidiary of DSL, incorporated in the United Kingdom;
●	“Diginex<br> USA” means Diginex USA LLC, a direct subsidiary of DSL, incorporated in Delaware, USA
●	“diginexESG”<br> is end to end reporting from topic discovery, data collection to collaborative report publishing;
●	“diginexESG<br> Entity Reporting” is advanced reporting across multiple entities with data comparison and aggregation;
●	“diginexLUMEN”<br> is democratizing supply chain risk assessment and monitoring;
●	“diginexApprise”<br> gives workers a voice in supply chain due diligence, proving companies with reliable insights for their risk assessment;
●	“diginexPartners”<br> is the creation of customized development and /or white label solutions, also referred to as “Customization”;
●	“DSL”<br> means Diginex Solutions (HK) Limited, a Hong Kong corporation, and its consolidated subsidiaries;
●	“ESG”<br> means Environmental, Social, and Governance. ESG is a framework that helps stakeholders understand how an organization is managing<br> risks and opportunities related to environmental, social and governance criteria;
●	“Exchange”<br> means the share exchange contemplated by the Share Exchange Agreement;
●	“GHG<br> protocol” is Greenhouse Gas Protocol which provides standards, guidance, tools and training to measure and manage climate warming<br> emissions;
●	“Group”<br> means Diginex Limited and its subsidiaries;
●	“IPO”<br> means the Company’s initial public offering of 2,250,000 Ordinary Shares at a price of $4.10 per share which closed<br> on January 23, 2025;
●	“IPO<br> Warrants” means the following warrants issued by the Company in connection with the IPO:
1.	Tranche<br> 1 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $5.13 per share, which expire 6 months from January 23,<br> 2025
---	---
2.	Tranche<br> 2 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $6.15 per share, which expire 9 months from January 23,<br> 2025
3.	Tranche<br> 3 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $7.18 per share, which expire 12 months from January 23,<br> 2025
4.	Tranche<br> 4 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23,<br> 2025
5.	Tranche<br> 5 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January<br> 23, 2025
6.	Tranche<br> 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price $12.30 per share, which expire 24 months from January 23,<br> 2025

| 1 |

| --- | | ● | “Licensed software sales” is the sale of diginexESG and/or diginexLUMEN on 12 month recurring subscription agreements; | | --- | --- | | ● | “Managed Services” is the collection of data from suppliers on behalf of clients to aid the full visibility of results from supply chain due diligence | | ● | “Memorandum and Articles” is to the Company’s memorandum and articles of association; | | ● | “Nasdaq” means the Nasdaq Stock Market LLC; | | ● | “Ordinary Shares” means the ordinary shares of Diginex Limited, with par value of $0.00005 per share; | | ● | “Over-Allotment” means the option granted for the Underwriter, in connection with the IPO, to acquire an additional 337,500 Ordinary Shares at a price of $4.10 per share which closed on January 27, 2025; | | ● | “PRC” mean The Peoples Republic of China, including Hong Kong and Macau. Hong Kong is a special administrative region of PRC and operates under a different legal system to the rest of the PRC. However, all legal and operational risks associated with having operations in the PRC may also apply to operations in Hong Kong; | | ● | “Preferred Shares” means the preferred shares of Diginex Limited, with par value of US$0.00005 per share; | | ● | “private placement warrants” or “Warrants” means the warrants issued to certain persons pursuant to certain securities purchase agreements, each exercisable for one Ordinary Share; | | ● | “private placement warrant shares” means the Ordinary Shares to be issued upon exercise of the private placement warrants; | | ● | “Restructuring” means the consummation of the transaction contemplated by the Exchange and the Ancillary Agreements resulting in DSL becoming a wholly owned subsidiary of Diginex Limited and involving the (i) transfer of shares of DSL from its then shareholders to the Company in consideration for the issuance of new shares of the Company to such shareholders pursuant to the terms and conditions of the Share Exchange Agreement, (ii) issuance of new convertible loan notes to certain DSL shareholders in consideration for the cancellation of the then existing convertible loan notes issued by DSL, (iii) granting certain share options under the new share option plan that was adopted by Diginex Limited to the holders of the unexercised share options granted by DSL, in consideration for the cancellation of the DSL options held by such holders and (iv) granting certain warrants to purchase Ordinary Shares of Diginex Limited to the holders of the then existing warrants to purchase ordinary shares of DSL, in consideration for the cancellation of the DSL warrants. | | ● | “IPO Warrants” means warrants issued to Rhino Ventures Limited in connection with the IPO | | ● | “Scope 1, 2 and 3 carbon footprint” is a way of categorizing the different kinds of carbon emissions a company creates from its own operations, and its wider value chain | | ● | “Share Exchange Agreement” means the written agreement dated as of July 15, 2024 entered into by and among DSL, the then shareholders of DSL and Diginex Limited, pursuant to which the then existing shareholders of DSL transferred all of their shares in DSL to Diginex Limited, in exchange for Diginex Limited’s issuance of its new shares to such shareholders. Upon the consummation of the Share Exchange Agreement, DSL became a direct wholly owned subsidiary of Diginex Limited, and the existing shareholders of DSL became shareholders of Diginex Limited | | ● | “Share Subdivision” means the share division which resulted in the authorized share capital of the Company becoming US$50,000 divided into 960,000,000 Ordinary Shares of US$0.00005 par value each and 40,000,000 Preferred Shares of US$0.00005 par value each. | | ● | “we,” “us” and “our” refers to Diginex Limited and its subsidiaries. |

Our fiscal year end is March 31. Our consolidated financial statements have been prepared in US dollars and in accordance with International Financial Reporting Standards (“IFRS”).

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CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward- looking. Forward-looking statements in this Report may include, for example, statements about:

●	expectations<br> regarding our strategies and future financial performance, including our future business plans or objectives, prospective performance<br> and opportunities, and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans,<br> operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to maintain access<br> to content and manage partnerships, and to invest in growth initiatives and pursue acquisition opportunities;
●	adverse<br> effects to our financial condition and results of operations due to public health issues, including epidemics or pandemics such as<br> COVID-19;
●	adverse effects to our financial condition and results of operations due<br>to global events, including the ongoing conflict between Russia/Ukraine, Israel/Gaza, Israel/Iran and U.S./Iran;
●	changes<br> and uncertainties related to the laws and regulations of the PRC;
●	the<br> Chinese government’s potential intervention or influence over our current and future operations in Hong Kong;
●	our<br> future financial performance, including our expectations regarding our net revenue, operating expenses, and our ability to achieve<br> and maintain future profitability;
●	our<br> business lines and our ability to effectively manage our growth;
●	anticipated<br> trends, growth rates, and challenges in our business, and in the markets in which we operate;
●	market<br> acceptance of our products and services;
●	beliefs<br> and objectives for future operations;
●	our<br> ability to maintain, expand, and further penetrate our existing customer base;
●	our<br> ability to develop new products and services and grow our business in response to changing technologies, customer demand, and competitive<br> pressures;
●	our<br> expectations concerning relationships with third parties;
●	our<br> ability to maintain, protect, and enhance our intellectual property;
●	our<br> ability to continue to expand internationally;
●	our<br> ability to operate each of our business lines effectively;
●	the<br> effects of increased competition in our markets and our ability to compete effectively;
●	future<br> acquisitions of, or investments in, complementary companies, products, services, or technologies and our ability to<br> successfully integrate such companies or assets;
●	our<br> ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United<br> States and internationally;
●	economic<br> and industry trends, projected growth, or trend analysis;
●	trends<br> in revenue, cost of revenue, and gross margin;
●	trends<br> in operating expenses, including technology and development expenses, sales and marketing expenses, and general and administrative<br> expenses, and expectations regarding these expenses as a percentage of revenue; and
●	increased<br> requirements and expenses associated with being a public company.

These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

This Report also contains statistical data and estimates that we obtained from industry publications and reports generated by third-party providers of market intelligence. These industry publications and reports generally indicate that the information contained therein was obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information.

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PART

Diginex Limited is incorporated as an exempt company with limited liability in the Cayman Islands. It is a holding company which conducts its business through a 100% owned subsidiary, Diginex Solutions (HK) Limited (“DSL”). DSL is incorporated in Hong Kong and owns two subsidiaries: Diginex Services Limited, a company incorporated in the United Kingdom and Diginex USA LLC, a company incorporated in Delaware, USA. This structure involves risks in that you may never directly hold equity interests in DSL. Unless otherwise stated or unless the context otherwise requires, the terms “Company,” “the registrant,” “we,” “us,” “our,” “ours” and “Diginex” refer to Diginex Limited, and its subsidiaries.

ITEM

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM

KEY INFORMATION

DisclosuresRelated to Our Hong Kong Based Operations

Diginex Limited in incorporated in the Cayman Island but has a subsidiary, DSL, that is incorporated under the laws of Hong Kong. We are not a mainland Chinese firm and neither us nor any of our subsidiaries is required to obtain permission from the government of the People’s Republic of China (“PRC”) to operate and issue our Ordinary Shares to foreign investors. We do not operate in the PRC. As a Hong Kong company that does not operate in the PRC, the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or operation. However, because of the Company’s operations in Hong Kong and given the Chinese government’s significant oversight authority over the conduct of business in Hong Kong, there is always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in PRC (including Hong Kong), including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of PRC’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in PRC can change quickly. The Chinese government may intervene or influence our current and future operations in Hong Kong and PRC at any time or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. For a detailed description of these legal and operational risks, see “Key Information—D. Risk Factors—Risks Related to Doing Business in Hong Kong.”

In addition, on February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and relevant supporting guidelines on regulating both direct and indirect (including through arrangements called VIEs) overseas offering and listing of PRC domestic companies’ securities through a filing-based regulatory regime, which became effected on March 31, 2023. In light of such developments, the SEC has imposed enhanced disclosure requirements on PRC-based companies seeking to register securities with the SEC. While, as our company currently does not have any operations in PRC, including any customer-facing business in PRC, and does not have a VIE structure, we believe that the statements or regulatory actions by the relevant parts of the PRC government, including statements relating to the PRC Data Security Law, the Measures for the Security Assessment of Outbound Data Transfer, the PRC Personal Information Protection Law and VIEs as well as the anti-monopoly enforcement actions, will not have any material adverse impact on our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange, there is no guarantee that this will continue to be the case or that the PRC government will not seek to intervene or influence our operations at any time. Should such statements or regulatory actions apply to a company such as us in the future, it would likely have a material adverse impact on our business, financial condition and results of operations, our ability to accept foreign investments and our ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of which may cause the value of our securities, including our Ordinary Shares, to significantly decline or become worthless.

Implicationsof the Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would decrease the number of non-inspection years from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.

A.	SELECTED HISTORICAL FINANCIAL INFORMATION

Thefollowing tables set forth, for the periods and dates indicated, certain selected historical financial information of Diginex Limited.You should read the following selected financial data in conjunction with “Operating and Financial Review and Prospects”and the audited financial statements and respective notes included elsewhere in this 20-F. Historical results are not necessarily indicativeof the results that may be expected in the future.

(USD)	For the Year ended March 31,
	2025			2024			2023
Operations Data:
Revenue		2,040,602			1,299,538			1,625,763
Loss for the year		(5,212,879	)		(4,871,387	)		(9,257,598	)
	As at <br> March 31,
---	---	---	---	---	---
	2025		2024
Combined Statements of Financial Position Data:
Cash and cash equivalents		3,111,141		76,620
Total Assets		6,243,162		974,417
Current liabilities		1,574,345		14,267,453
Non-current liabilities		110,867		9,717,088
Accumulated losses		106,596,680		29,170,801
Total equity (deficit)		4,557,950		(23,010,124	)
B.	Capitalization and Indebtedness
---	---

Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not known to us or that we consider immaterial as of the date of this annual report. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment. The following discussion should be read in conjunction with Diginex’s financial statements and notes thereto included herein. You should carefully consider the following risk factors in addition to the other information included in this annual report, including matters addressed in the section titled “Special Note Regarding Forward-Looking Statements.”

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RisksRelated to Our Business and Industry

DiginexLimited and its subsidiaries have a limited operating history and have incurred operating losses since its inception as it has been investingin the build out of its business lines. There can be no assurance that Diginex Limited and its subsidiaries will be profitable.

Diginex Limited and its subsidiaries have a limited operating history on which an investor might evaluate its performance. It is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel and financing sources and lack of revenues, any of which could have a material adverse effect on Diginex and may force it to reduce or curtail its operations. Diginex is not currently profitable and has incurred operating losses of $8.3 million, $8.1 million and $7.3 million for the years ended March 31, 2025, 2024 and 2023 respectively. There is no assurance that Diginex Limited will achieve a return on shareholders’ investments and the likelihood of success must be considered in light of the early stage of its operations. Even if Diginex accomplishes its objectives, it may not generate positive cash flows or profits.

Furthermore, Diginex’s business lines and are not assured to be profitable. During the years ended March 31, 2025, 2024 and 2023, the Diginex business generated revenue of $2.0 million, $1.3 million and $1.6 million respectively. Diginex may fail to develop its business lines or produce a return for its investors. It is possible that some of Diginex’s business lines may be difficult to grow, and it may become evident that a particular business line is not a productive use of capital or time. This could result in Diginex modifying its business and focus away from such business lines.

From time to time, Diginex has and may continue to launch new business lines, offer new products and services within existing business lines or undertake other strategic projects, including acquisitions. There are substantial risks and uncertainties associated with these efforts and Diginex could invest significant capital and resources into such efforts. Initial timetables for the development and introduction of new business lines or new products or services and price and profitability targets may not be met. New products or services may need to be initially launched on a limited basis prior to their full launch. In addition, Diginex’s revenues and costs may fluctuate because new business lines, products, acquisitions and services generally require startup and integration costs while revenues take time to develop, which may adversely impact Diginex’s results of operations.

If Diginex is unable to successfully build its business while controlling expenses, its ability to continue in business could depend on the ability to raise sufficient additional capital, obtain sufficient financing and monetize assets. There can be no guarantee that Diginex will be able to raise funding in sufficient quantity or at acceptable terms to fund the continued development of its business lines.

The occurrence of any of the foregoing risks would have a material adverse effect on Diginex’s business, financial condition and results of operations.

Our revenue is dependent on the continued importance of ESG to businesses and governments. If adoption of requirements to report on ESG does not grow as expected, our business, operating results, and financial condition could be adversely affected***.***

Our revenue is partially subscription based and revenue is determined by attracting new clients and by renewal of subscriptions. The supporting services such as Advisory are generally contingent on the client subscription levels for diginexESG and diginexLUMEN. As such, if these lines of business do not grow as expected, our business, operating results and financial condition could be adversely affected.

Cyberattacksand security breaches of our platform, or those impacting our customers or third parties, could adversely impact our brand and reputationand our business, operating results, and financial condition.

Our business involves the collection, storage, processing, and transmission of confidential information, customer, employee, service provider, and other personal data. We have built our reputation on the premise that our platform offers customers a secure way to collect, hold and assess data to generate relevant ESG reporting, supply chain reports and impacts on climate, amongst others. As a result, any actual or perceived security breach of us or our third-party partners may, among others:

●	harm<br> our reputation and brand;
●	result<br> in our systems or services being unavailable and interrupt our operations;
●	result<br> in improper disclosure of data and violations of applicable privacy and other laws;
●	result<br> in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;
●	cause<br> us to incur significant remediation costs;
●	reduce<br> customer confidence in, or decreased use of, our products and services;
●	divert<br> the attention of management from the operation of our business;
●	result<br> in significant compensation or contractual penalties from us to our customers or third parties as a result of losses to them or claims<br> by them; and
●	adversely<br> affect our business and operating results.

An increasing number of organizations, including large merchants, businesses, technology companies, and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure.

Attacks upon systems across a variety of industries are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information, disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to implement adequate preventative measures.

Although we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. We have experienced from time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities, or other irregularities. Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information, which may in turn be used to access our information technology systems. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result, our costs and the resources we devote to protecting against these advanced threats and their consequences may continue to increase over time.

Although we maintain insurance coverage that we believe is adequate for the current stage of development of our business, it may be insufficient to protect us against all losses and costs stemming from system failures, security breaches, cyberattacks, and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of our platform, including any caused by cyberattacks, may harm our reputation and our business, operating results, and financial condition.

Oneor more of Diginex’s business lines may not produce sufficient cash flows to fund the capital requirements and expenditures necessaryto run the business.

There can be no guarantee that Diginex’s business lines, individually or together with our other business lines will be able to produce sufficient cash flows to fund the capital requirements and expenditures necessary to run the business. Furthermore, Diginex may not have or may not be able to obtain the technical skills or expertise needed to successfully or fully develop its business lines. While Diginex has sought to retain and continues to competitively recruit experts, there may, from time to time, be a scarcity of management, technical, scientific, research and marketing personnel with appropriate training to develop and maintain development of its business lines. If Diginex is not successful in its efforts to fully develop one or more of its business lines in a way that is compliant with customer requirements, and demonstrate to users the utility and value of such business, or there is not sufficient demand for the business line to be commercially viable, one or more business lines may not be viable, which could have an adverse effect on the Diginex’s overall business, financial condition and results of operations.

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Diginex’sbusiness lines may require technology certifications and qualifications that Diginex does not currently have and that may be costly andtime-consuming to obtain and, even if obtained, may subsequently be revoked.

Diginex’s business lines may require technology certifications such as ISO27001. These qualifications and future maintenance to continue to be qualified are expensive and timing consuming to obtain and will occupy material management attention and are not certain to be successful. A failure or delay in receiving approval for a certification or qualification, or approval that is more limited in scope than initially requested, or subsequently limited or rescinded, could have a significant and negative effect on Diginex, including the risk that a competitor gains an advantage.

Oursuite of products, services and initiatives could fail to attract users and partners or generate revenue.

Our suite of products, services and initiatives and changes to existing features, services and initiatives could fail to attract users, and partners or generate revenue. Our industry is subject to changes in technology, evolving customer needs and the introduction by competitors of new and enhanced offerings. We must constantly assess our business and determine whether we need to improve or re-allocate resources among our existing platform features and services or create new products (independently or in conjunction with third parties) or acquire new products. Our ability to increase the size and engagement of our customers, attract partners and generate revenue will depend on those decisions. We may introduce significant changes to our existing platform and services or develop and introduce new products and services, which may not attract sufficient users or partners to generate revenue. If new or enhanced platform features or services fail to engage users, partners or generate sufficient revenue or operating profit to justify our investments, our business and operating results could be adversely affected.

Diginexmay face substantial litigation risks.

Diginex depends to a significant extent on its relationships with its clients and its reputation for integrity and high-caliber professional services. As a result, if a client is not satisfied with Diginex’s services or if there are allegations of negligent actions, including allegations by any of Diginex’s strategic relationships, whether the ultimate outcome is favorable or unfavorable to Diginex, or if there is negative publicity and press speculation about Diginex, whether or not valid, it may harm Diginex’s reputation and adversely affect the business and operating results.

Responding to inquiries, investigations, audits, lawsuits and proceedings, regardless of the ultimate outcome of the matter, is time-consuming and expensive and can divert the attention of senior management. The outcome of such proceedings may be difficult to predict or estimate until late in the proceedings, which may last a number of years.

Furthermore, while Diginex maintains insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts refundable. Even if Diginex believes a claim is covered by insurance, insurers may dispute Diginex’s entitlement for a variety of different reasons, which may affect the timing and, if the insurers prevail, the amount of Diginex’s recovery. Any claims or litigation, even if fully indemnified or insured, could damage Diginex’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

Diginexmay not successfully develop technology to service its business lines.

Diginex relies heavily on the use of technology that it has created or plans to create by itself or with other third parties. If Diginex’s technology solutions do not work as planned, or do not meet or continue to meet the level of quality required by Diginex or its clients, it may make transacting business less efficient, more expensive and potentially prone to errors, thereby reducing the positive effects Diginex seeks to make available to its clients.

Diginexmay not be able to keep pace with rapidly changing technology and client requirements.

Diginex’s success depends on its ability to develop new products and services for its business lines, while improving the performance and cost-effectiveness of its existing products and services, in each case in ways that address current and anticipated client requirements. Such success is dependent upon several factors, including functionality, competitive pricing and integration with existing and emerging technologies. New technologies could emerge that might enable Diginex’s competitors to offer products and services with better combinations of price and performance, or that better address client requirements, than Diginex’s products and services. Competitors may be able to respond more quickly and effectively than Diginex can to new or changing opportunities, technologies, standards or client requirements.

Due to the significant lead time involved in bringing a new product or service to market, Diginex is required to make a number of assumptions and estimates regarding the commercial feasibility of new products and services. As a result, it is possible that Diginex may introduce a new product or service that uses technologies that have been displaced by the time of launch, addresses a market that no longer exists or is smaller than previously thought or otherwise is not competitive at the time of launch. The expenses or losses associated with an unsuccessful product or service development or launch, or a lack of market acceptance of Diginex’s new products and services, could adversely affect Diginex’s business, financial condition or results of operations.

Diginex’s ability to attract new clients and increase revenue from existing clients also depends on its ability to deliver any enhanced or new products and services to its clients in a format where they can be easily and consistently deployed by most or all clients without significant client service. If Diginex’s clients believe that deploying Diginex’s products and services would be overly time-consuming, confusing or technically challenging, then Diginex’s ability to grow its business would be substantially harmed.

Cybersecurityincidents and other systems and technology problems may materially and adversely affect Diginex.

Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. Incidents, which may occur through intentional or unintentional acts by individuals or groups having authorized or unauthorized access to Diginex’s systems or Diginex’s clients’ or counterparties’ information, all of which may include confidential information. These individuals or groups include employees, third-party service providers, customers and hackers. The information and technology systems used by Diginex and its service providers are vulnerable to unauthorized access, damage or interruption from, among other things: hacking, ransomware, malware and other computer viruses; denial of service attacks; network failures; computer and telecommunication failures; phishing attacks; infiltration by unauthorized persons; fraud; security breaches; usage errors by their respective professionals; power outages; terrorism; and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. To date, Diginex has only experienced phishing incidents, none of which have been material. While Diginex will deploy a range of defenses, it is possible Diginex could suffer an impact or disruption that could materially and adversely affect Diginex. The security of the information and technology systems used by Diginex and its service providers may continue to be subjected to cybersecurity threats that could result in material failures or disruptions in Diginex’s business. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, Diginex or a service provider may have to make a significant investment to fix or replace them. Diginex has and will continue to have access to sensitive, confidential information of clients, which makes the cybersecurity risks identified above more important than they may be to other companies.

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Concerns about Diginex’s practices with regard to, the collection use, disclosure, or safekeeping of confidential information and personal data, even if unfounded, could adversely affect its operating results. Furthermore, failures of Diginex’s cybersecurity system could harm Diginex’s reputation, subject it to legal claims and otherwise materially and adversely affect Diginex’s business, financial condition and results of operations.

Diginexmay face the risk that one or more competitors have or will obtain patents covering technology critical to the operation of one or moreof its business lines and that it may infringe on the intellectual property rights of others. Diginex’s lack of protectable intellectualproperty rights may negatively affect the business of Diginex.

If one or more other persons, companies or organizations has or obtains a valid patent covering technology critical to the operation of one or more of Diginex’s business lines, there can be no guarantee that such an entity would be willing to license such technology at acceptable prices or at all, which could have a material adverse effect on Diginex’s business, financial condition and results of operations. Moreover, if for any reason Diginex were to fail to comply with its obligations under an applicable agreement, it may be unable to operate, which would also have a material adverse effect on Diginex’s business, financial condition and results of operations.

Due to the fundamentally open-source nature of blockchain and other technology, Diginex may not always be able to determine that it is using or accessing protected information or software. For example, there could be issued patents of which Diginex is not aware that its products infringe. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. The publication of discoveries in scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made, and patent applications were filed. Because patents can take many years to issue, there may currently be pending applications of which Diginex is unaware that may later result in issued patents that its products infringe.

Diginex could expend significant resources defending against patent infringement and other intellectual property right claims, which could require it to divert resources away from operations. Any damages Diginex is required to pay or injunctions against its continued use of such intellectual property in resolution of such claims may cause a material adverse effect to its business, financial condition and results of operations.

Accordingly, Diginex’s lack of protectable intellectual property rights may negatively affect the business of Diginex, if it is determined that Diginex’s product offerings infringe upon the intellectual property rights or claims of others. A determination that Diginex’s product offerings infringe upon the intellectual property rights or claims of others could restrict, limit or even prohibit Diginex ability to offer and sell such infringing products. Such restrictions, limitations or prohibitions could reduce Diginex’s revenue and/or earnings and negatively affect the stock price of Diginex Limited.

Managingdifferent business lines could present conflicts of interest.

Appropriately identifying and dealing with conflicts of interest is complex and difficult, and Diginex’s reputation could be damaged and the willingness of clients to enter into transactions with Diginex may be affected if Diginex fails, or appears to fail, to identify, disclose and deal appropriately with conflicts of interest. In addition, potential or perceived conflicts could give rise to litigation. As a result, failures to appropriately identify and address potential conflicts of interest could materially adversely affect Diginex’s business, financial condition and results of operations.

Economic,political and market conditions in Hong Kong and worldwide, can adversely affect Diginex’s business, results of operations andfinancial condition.

Diginex’s business is influenced by a range of factors that are beyond its control and that it has no comparative advantage in forecasting. These include, among others:

●	General<br> economic and business conditions;
●	Overall<br> demand for Diginex’s products and services; and
●	General<br> legal and political developments.

Macroeconomic developments, including the impact of the Russian invasion of the Ukraine, the conflict between Israel and Hamas, the conflict between Israel and Iran, the conflict between the U.S. and Iran, evolving trade policies between the U.S. and international trade partners, including the People’s Republic of China (the “PRC”) and Hong Kong or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect Diginex’s business, operating results and financial conditions and/or any of its third-party service providers.

Furthermore, any general weakening of, and related declining confidence in, the global economy or the curtailment of government or corporate spending could cause potential clients to delay, decrease or cancel purchases of Diginex’s products and services.

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A material element of Diginex’s operations is in Hong Kong. Hong Kong has been governed by the basic law, which guarantees a high degree of autonomy from the PRC in certain matters until 2047. If the PRC were to exert its authority to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance and have an adverse effect on Diginex. There is uncertainty as to the political, economic and social status of Hong Kong. Hong Kong’s evolving relationship with the PRC’s central government in Beijing has been a source of political unrest that has periodically resulted in large-scale protests, including those that occurred in 2019 in response to an extradition bill proposed by the Hong Kong government, which was subsequently waived. These protests created disruptions for businesses operating in Hong Kong and have negatively impacted the overall economy however, the frequency and intensity of protests have declined in recent years since the passing of the National Security Law.

Significant operations of Diginex’s business are currently located in Hong Kong. It is possible that Diginex may decide to relocate certain operations from Hong Kong to another location in the future. In doing so, it is also possible that Diginex may not be able to retain certain expert staff. If Diginex loses the services of any member of management or other such key personnel as a result of relocating, it may not be able to find suitable or qualified replacements and may incur additional expenses to recruit and train new staff, which could materially disrupt Diginex’s business and growth.

Diginex’sbusiness lines and its acceptance of currencies other than the U.S. Dollar will subject it to currency risk.

Diginex’s financial statements are presented in U.S. dollars so it must translate non-U.S. dollar denominated revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. These fluctuations may materially impact the translation of Diginex’s non-U.S. results of operations and financial condition.

Furthermore, increases or decreases in the value of the currencies Diginex operates with may affect its operating results and the value of its assets and liabilities. USD is the main currency for Diginex but it also uses, to a lesser extent, Great British Pound, Hong Kong Dollar and Euro.

Diginex’sbusiness may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism,that could disrupt the business operations, and the business continuity and disaster recovery plans may not adequately protect it froma serious disaster.

Natural disasters or other catastrophic events may also cause damage or disruption to operations, international commerce, and the global economy, and could have an adverse effect on business, operating results, and financial condition. Business operations are subject to interruption by natural disasters, fire, power shortages, and other events beyond Diginex’s control. In addition, Diginex’s global operations expose it to risks associated with public health crises, such as pandemics and epidemics, which could harm the business and cause operating results to suffer. For example, the effects of the COVID-19 pandemic have resulted, and could continue to result, in difficulties or changes to customer support, or create operational or other challenges, any of which could adversely impact business and operating results. Further, acts of terrorism, labor activism or unrest, and other geo-political unrest could cause disruptions in the business or the businesses of partners or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, Diginex may be unable to continue operations and may endure system interruptions, reputational harm, delays in development of Diginex’s platform(s), lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on future operating results.

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RisksRelated to Doing Business in Hong Kong

Therecent PRC government intervention into business activities by U.S.-listed Chinese companies may negatively impact our existing and futureoperations in Hong Kong.

Recently, the Chinese government announced that it would increase supervision of mainland Chinese firms listed offshore. Under the new measures, PRC will improve regulation of cross-border data flows and security, police illegal activity in the securities market and punish fraudulent securities issuances, market manipulation and insider trading. PRC will also monitor sources of funding for securities investment and control leverage ratios. The Cyberspace Administration of China (“CAC”) has also opened a cybersecurity probe into several large U.S.-listed technology companies focusing on anti-monopoly and financial technology regulation and, more recently with the passage of the Data Security Law, how companies collect, store, process and transfer data. If we are subject to such a probe or if we are required to comply with stepped-up supervisory requirements, valuable time from our management and money may be expended in complying and/or responding to the probe and requirements, thus diverting valuable resources and attention away from our operations. This may, in turn, negatively impact our operations.

As a Hong Kong company that does not operate in the PRC, the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or operation. However, because of the Company’s operations in Hong Kong and given the Chinese government’s significant oversight authority over the conduct of business in Hong Kong, there is always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in PRC (including Hong Kong), including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of PRC’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in PRC can change quickly. The Chinese government may intervene or influence our current and future operations in Hong Kong and PRC at any time or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves.

If any or all of the foregoing were to occur, this could result in a material change in our Company’s operations and/or the value of our Ordinary Shares and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Ourbusiness, financial condition and results of operations, and/or the value of our Ordinary Shares or our ability to offer or continueto offer securities to investors may be materially and adversely affected if certain laws and regulations of the PRC become applicableto a company such as us. In that case, we may be subject to the risks and uncertainties associated with the evolving laws and regulationsin the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respectto the enforcement of laws and the possibility of changes of rules and regulations, and be forced to relocate our operations outsideof Hong Kong.

We do not operate in the PRC, we operate, in Hong Kong, a special administrative region of China, the laws and regulations of the PRC do not currently have any material impact on our business, financial condition and results of operations. We are not a mainland Chinese firm, and neither us nor any of our subsidiaries is required to obtain permission from the government of the PRC to operate and issue our Ordinary Shares to foreign investors. It is the opinion of our PRC counsel that Diginex Limited and DSL are not subject to the requirements of the CSRC or the CAC, and their operations are not subject to the review or approval of any other PRC governmental authority. If we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain approval in the future, obtaining such approvals could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities, including the Ordinary Shares, to significantly decline or be worthless. If approval by PRC authorities were required, it could result in a material change in our operations, including our ability to continue our current business, and accept foreign investments, and such adverse actions would likely cause the value of our securities to significantly decline or become worthless, make us subject to penalties and sanctions imposed by PRC regulatory agencies, and cause us to be delisted or prohibited from trading.

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If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including our Ordinary Shares, to significantly decline or become worthless. For example, if the PRC Data Security Law were to apply to our Hong Kong-based business, we could become subject to data security and privacy obligations, including the need to conduct a national security review of data activities that may affect the national security of the PRC, and be prohibited from providing data stored in Hong Kong to foreign judicial or law enforcement agencies without approval from relevant PRC regulatory authorities. Furthermore, if any law relating to the PCAOB access to auditor files were to apply to a company such as us or our auditor, the PCAOB may be unable to fully inspect our auditor, which may result in our securities, including our Ordinary Shares, being delisted or prohibited from being traded pursuant to the HFCAA and materially and adversely affect the value and/or liquidity of your investment

It is noted that relevant parts of the PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly and overseas listings of PRC businesses. For example, the PRC Data Security Law and the Measures for the Security Assessment of Outbound Data Transfer (the “Measures for the Security Assessment of Outbound Data Transfer”), relevant PRC government agencies have recently taken anti-trust enforcement action against certain PRC-based businesses. We understand such enforcement action was taken pursuant to the PRC Anti-Monopoly Law which applies to monopolistic activities in domestic economic activities in PRC and monopolistic activities outside PRC which eliminate or restrict market competition in PRC. In addition, on February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and relevant supporting guidelines on regulating both direct and indirect (including through arrangements called VIEs) overseas offering and listing of PRC domestic companies’ securities through a filing-based regulatory regime, which became effected on March 31, 2023. In light of such developments, the SEC has imposed enhanced disclosure requirements on PRC-based companies seeking to register securities with the SEC. While, as our company currently does not have any operations in PRC, including any customer-facing business in PRC, and does not have a VIE structure, we believe that the statements or regulatory actions by the relevant parts of the PRC government, including statements relating to the PRC Data Security Law, the Measures for the Security Assessment of Outbound Data Transfer, the PRC Personal Information Protection Law and VIEs as well as the anti-monopoly enforcement actions, will not have any material adverse impact on our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange, there is no guarantee that this will continue to be the case or that the PRC government will not seek to intervene or influence our operations at any time. Should such statements or regulatory actions apply to a company such as us in the future, it would likely have a material adverse impact on our business, financial condition and results of operations, our ability to accept foreign investments and our ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of which may cause the value of our securities, including our Ordinary Shares, to significantly decline or become worthless.

While we cannot predict the extent of such impact if such events were to occur, we expect that to the extent certain laws and regulations of the PRC become applicable to us, we may relocate our principal executive offices, employees, and operations out of Hong Kong. We may also be forced to dissolve our Hong Kong subsidiary and incorporate one or more new entities outside of Hong Kong. While we believe we may be able to relocate and reorganize, as an early-stage enterprise with limited revenue and that is not currently profitable, the costs and expenses related to relocating our offices, employees, and operations, as well as the legal and professional fees associated with reorganizing certain legal entities, would likely have a material impact on our business, financial condition and results of operations. There can be no guarantee that Diginex’s business lines will be able to produce sufficient cash flows to fund the capital requirements and expenditures necessary to run the business and relocate.

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The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

Thereare political risks associated with conducting business in Hong Kong.

During the period covered by the financial information incorporated by reference into and included in this Annual Report on Form 20-F, we have a substantial part of our operations in Hong Kong. Accordingly, our business operations and financial condition may be affected by political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may adversely affect the business operations of our Hong Kong entity. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that the PRC will not drive changes in the economic, political and legal environment in Hong Kong in the future. Since part of our operation is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position.

Under the Basic Law of the Hong Kong Special Administrative Region of the PRC, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments, including the Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from PRC. In 2020, President Trump signed an executive order and the Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from PRC. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., PRC and Hong Kong, which could potentially harm our business.

Given the relatively small geographical size of Hong Kong, any such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong. Furthermore, legislative or administrative actions in respect of PRC-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Ordinary Shares could be adversely affected.

TheHong Kong legal system embodies uncertainties which could limit the availability of legal protections.

On January 18, 2019, the Supreme People’s Court and the Hong Kong SAR Government signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region (“the New Arrangement”), which seeks to establish a mechanism with greater clarity and certainty for recognition and enforcement of judgments in wider range of civil and commercial matters between Hong Kong SAR and the PRC. The New Arrangement does not include the requirement for a choice of court agreement in writing by the parties. The New Arrangement will only take effect after the promulgation of a judicial interpretation by the Supreme People’s Court and the completion of the relevant legislative procedures in the Hong Kong SAR. On the Hong Kong side, the New Arrangement needs to be implemented through local laws. According to the Hong Kong government’s constitutional report on November 10, 2023, the Mainland Civil and Commercial Judgments (Mutual Enforcement) Ordinance (Chapter 645) and the Mainland Civil and Commercial Judgments (Mutual Enforcement) Rules came into effect on January 29, 2024.

As one of the conditions for the handover of the sovereignty of Hong Kong to PRC, PRC accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

However, if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

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TheHong Kong government may face further restrictive measures from PRC government in the future.

The PRC government may intervene or influence our operations in Hong Kong at any time or may exert more control over offerings conducted overseas and/or foreign investment in us. The PRC government has claimed in its official policy documents that it exercises ‘comprehensive jurisdiction’ over Hong Kong. We cannot assure you that the Hong Kong government will not be facing further restrictive measures from PRC’s government in the future. The PRC government’s further potential restrictive regulations and measures could increase our existing and future operating costs by adapting to these regulations and measures, limit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect our business and prospects.

For example, The Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance Cap. 645 has come into effect in Hong Kong on January 29, 2024 (the Mainland Judgments Ordinance). The Mainland Judgment Ordinance creates a new registration system whereby certain judgments issued by Mainland courts could be enforced in Hong Kong SAR. These judgments include civil and/or commercial judgments handed down by Mainland courts, and criminal judgments (insofar as it is confined to an order to pay a sum of money for compensation and/or damages). The Mainland Judgments Ordinance implements the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the PRC and Hong Kong SAR. The Supreme People’s Court of Mainland and the Hong Kong Government signed the above Arrangement on January 18, 2019.

The cumulative effects of the Mainland Judgments Ordinance are:

(i) it expedites the enforcement of Mainland civil and/or commercial judgments in Hong Kong. This includes both monetary or non-monetary orders. An opposing party must object within a short period of time. The objection must be strictly confined to the grounds as set out in the Mainland Judgments Ordinance,

(ii) criminal judgments which carry monetary compensation or damages orders are also enforceable in Hong Kong. A wide range of PRC legislations and administrative regulations give power to the Mainland courts to order for monetary compensation or damages in criminal cases. The Mainland criminal justice system is known for its very high conviction rate.

(iii) Hong Kong-based assets are now liable to be confiscated or seized by orders of the Hong Kong courts for the purposes of the execution of Mainland judgments.

On 8 March 2024, the Hong Kong SAR Government issued the Safeguarding National Security Bill (the “Bill”). The Bill as amended was then approved and passed at a full Legislative Council meeting on 19 March 2024. The Safeguarding National Security Ordinance became law and took effect from March 23, 2024. This law grants authorities’ broad powers to address perceived threats to national security, but its implementation and interpretation introduce significant uncertainty. See “– Interpretation of PRC laws and theimplementation of National Security Law in Hong Kong involve uncertainty.”

Interpretationof PRC laws and the implementation of National Security Law in Hong Kong involve uncertainty.

Since 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The PRC legal system is a civil law system based on written statutes. Prior court decisions are encouraged to be used for reference, but it remains unclear to what extent the prior court decisions may impact the current court ruling as the encouragement policy is new and there is limited judicial practice in this regard. Since a large number of laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, and regulations and rules are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

Depending on the government agency or how an application or case is presented to such agency, we may receive less favorable interpretations of laws and regulations than our competitors, particularly if a competitor has long been established in the locality of and has developed a relationship with such agency. In addition, any litigation may be protracted and result in substantial costs and a diversion of resources and management attention. All of these uncertainties may cause difficulties in the enforcement of our rights, entitlements under our permits and other statutory and contractual rights and interests.

On March 8, 2024, the Hong Kong SAR Government issued the Safeguarding National Security Bill (the “Bill”). The Bill as amended was then approved and passed at a full Legislative Council meeting on March 19, 2024. The Safeguarding National Security Ordinance became law and took effect from March 23, 2024. According to the Chief Executive of the Hong Kong SAR, the Safeguarding National Security Ordinance demonstrates three key objectives: (1) to resolutely, fully and faithfully implement the policy of “one country, two systems” under which the people of Hong Kong administer Hong Kong with a high degree of autonomy; (2) to establish and improve the legal system and enforcement mechanisms for the Hong Kong SAR to safeguard national security; and (3) to prevent, suppress and punish acts and activities endangering national security in accordance with the law, to protect the lawful rights and interests of the residents of the Hong Kong SAR and other people in the Hong Kong SAR, to ensure the property and investment in the Hong Kong SAR are protected by the law, to maintain prosperity and stability of the Hong Kong SAR. This ordinance introduces significant uncertainty for businesses operating in Hong Kong. This law grants authorities broad powers to address perceived threats to national security, but its implementation and interpretation remain fluid. The ordinance applies not only within Hong Kong but also to activities conducted outside its borders. Businesses with international operations may face legal risks if their actions are perceived as undermining national security, even if those actions occur elsewhere. Companies may inadvertently violate the law due to its complexity and evolving interpretation. Compliance costs, legal challenges, and reputational damage could result from inadvertent non-compliance. The uncertainty surrounding the ordinance may deter foreign investment, impact investor confidence, and affect Hong Kong’s status as a global financial hub. All of these may adversely affect our operations in Hong Kong.

OurOrdinary Shares may be delisted or prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB wereunable to fully inspect our auditor. The delisting or the cessation of trading of our Ordinary Shares, or the threat of them being delistedor prohibited from being traded, may materially and adversely affect the value and/or liquidity of your investment. Additionally, ifthe PCAOB were unable to conduct full inspections of our auditor, it would deprive our investors with the benefits of such inspections.

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Our auditor, the independent registered public accounting firm that has issued the audit report included elsewhere in this Annual Report on Form 20-F, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Under current practice and PRC law, the PCAOB is currently able to inspect the audit work and practices of PCAOB-registered firms in PRC. Our auditor is located in the United States, with affiliates in Hong Kong, and the PCAOB has not been legally restricted from inspecting PCAOB audits relating to operations in Hong Kong. As noted above, except for the Basic Law, national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. National laws of the PRC relating to PCAOB access to auditor files have not been listed in Annex III and so do not apply directly to Hong Kong. The PRC legal system is evolving rapidly and the PRC laws, regulations, and rules may change quickly with little advance notice. To the extent any PRC laws and regulations become applicable to a company such as us or our auditor, the PCAOB loses its ability to inspect audit firms located in PRC and our auditor retains its working papers in PRC, the PCAOB may be unable to inspect our auditor. The lack of inspection could cause trading in your securities to be prohibited under the HFCAA and as a result Nasdaq may determine to delist your Ordinary Shares.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Act. We would be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.

In May 2021, the PCAOB issued a proposed rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, for public comment. The proposed rule is related to the PCAOB’s responsibilities under the HFCAA, which, according to the PCAOB, would establish a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The proposed rule was adopted by the PCAOB on September 22, 2021 and approved by the SEC on November 5, 2021. On December 2, 2021, SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would decrease the number of non-inspection years from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.

In December 2021, the SEC adopted rules to implement the HFCAA and pursuant to the HFCAA, the PCAOB issued its report notifying the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered in PRC or Hong Kong.

If for whatever reason the PCAOB is unable to conduct full inspections of our auditor, such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded. If our securities were unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Ordinary Shares.

Inspections of other firms that the PCAOB has conducted outside the PRC have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct full inspections of our auditor, we and the investors in our Ordinary Shares would be deprived of the benefits of such PCAOB inspections. In addition, the inability of the PCAOB to conduct full inspections of auditors would make it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in our securities to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our independent registered public accounting firm, UHY LLP, is not subject to the determinations announced by the PCAOB on December 16, 2021. UHY LLP are headquartered in Farmington Hills, Michigan. UHY LLP are not headquartered in the PRC or Hong Kong. The PCAOB currently has access to inspect the working papers of UHY LLP. As a result, we do not believe the HFCAA and related regulations will affect our company. If, however, our independent registered public accounting firm, or its affiliates, were denied, even temporarily, the ability to practice before the SEC and PCAOB, and it were determined that our financial statements or audit reports are not in compliance with the requirements of the U.S. Exchange Act, we could be at risk of delisting or become subject to other penalties that would adversely affect our ability to remain listed on the Nasdaq.

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CaymanIslands Risk Factors

BecauseDiginex Limited is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and yourability to protect your rights through the U.S. Federal courts may be limited.

Diginex Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Diginex Limited’s directors or officers, or enforce judgments obtained in the United States courts against Diginex Limited’s directors or officers.

Diginex Limited’s corporate affairs will be governed by its Amended and Restated Memorandum and Articles, the Companies Act (As Revised) and the common law of the Cayman Islands. Diginex Limited will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Diginex Limited’s directors to Diginex Limited under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Diginex Limited’s shareholders and the fiduciary responsibilities of Diginex Limited’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Shareholders of Cayman Islands exempted companies like Diginex Limited have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Diginex Limited’s directors have discretion under its Amended and Restated Memorandum and Articles that became effective immediately prior to completion of the IPO to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to Diginex Limited’s shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, Diginex Limited’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of Diginex Limited’s board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Securities Capital — Certain Differences in Corporate Law.”

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Asa company incorporated in the Cayman Islands, Diginex Limited is permitted to adopt certain home country practices in relation to corporategovernance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protectionto shareholders than they would enjoy if Diginex Limited complied fully with Nasdaq corporate governance listing standards.

Diginex Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands, and has listed the Ordinary Shares on Nasdaq. Nasdaq market rules permit a foreign private issuer like Diginex Limited to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is Diginex Limited’s home country, may differ significantly from Nasdaq corporate governance listing standards as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards.

We rely on home country practice with respect to our corporate governance. As a result, our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers. Among others, we will not be required to: (i) obtain shareholders’ approval for issuance of securities in certain situations; or (ii) have regularly scheduled executive sessions with only independent directors each year.

Diginex Limited has elected to be exempt from the requirement: (i) in Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price less than the lower of: (a) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (b) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.; (ii) in Nasdaq Marketplace Rule 5620(c) requiring a Nasdaq-listing company to provide in its by-laws for a quorum of at least 33 1/3 percent of the outstanding shares of the Company’s common voting stock; (iii) in Nasdaq marketplace Rule 5605(b)(2) requiring a Nasdaq-listing company to have regularly scheduled meetings at which only independent directors are present; and (iv) in Nasdaq marketplace Rule 5635(c) requires a Nasdaq-listed company to obtain shareholder approval for the establishment of or material amendments to equity compensation.

Provisionsin the Diginex Limited’s governance documents may inhibit a takeover of Diginex Limited, which could limit the price investorsmight be willing to pay in the future for Diginex Limited’s Ordinary Shares and could entrench management.

Diginex Limited’s governance documents contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include that Diginex Limited may issue additional shares without shareholder approval and such additional shares could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The ability for Diginex Limited to issue additional shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise that could involve the payment of a premium over prevailing market prices for Diginex Limited’s Ordinary Shares.

Asa foreign private issuer, Diginex Limited will be exempt from a number of U.S. securities laws and rules promulgated thereunder and willbe permitted to publicly disclose less information than U.S. public companies must. This may limit the information available to holdersof the Diginex Limited’s Ordinary Shares.

Diginex Limited qualifies as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, Diginex Limited is not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, Diginex Limited is exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, Diginex Limited’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of Diginex Limited’s securities. For example, some of Diginex Limited’s key executives may sell a significant amount of Diginex Limited’s Ordinary Shares and such sales will not be required to be disclosed as promptly as public companies organized within the United States would have to disclose. Accordingly, once such sales are eventually disclosed, the price of Diginex Limited’s Ordinary Shares may decline significantly. Moreover, Diginex Limited is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Diginex Limited is also not subject to Regulation FD under the Exchange Act, which would prohibit Diginex Limited from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning Diginex Limited than there is for U.S. public companies.

As a foreign private issuer, Diginex Limited will file an annual report on Form 20-F within four months of the close of each fiscal year ended March 31 and furnish reports on Form 6-K relating to certain material events promptly after Diginex Limited publicly announces these events. However, because of the above exemptions for foreign private issuers, which Diginex Limited relies on, Diginex Limited shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.

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Youmay be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Diginex Limited’s amended and restated articles of association allow one or more of our shareholders who together hold not less than 10% of the rights to vote to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least five (5) clear days is required to be given to the shareholders for the convening of any general meeting. A quorum required for a general meeting is one or more holders holding shares that represent not less than one-third of the outstanding shares of the Company carrying the right to vote at such general meeting. For these purposes, “clear days” means that period excluding (a) the day when the notice is given or deemed to be given and (b) the day for which it is given or on which it is to take effect.

BecauseDiginex Limited is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers,you will have less protection than you would have if it were a domestic issuer.

Diginex Limited’s status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of Diginex Limited’s home country of Cayman Islands do not strictly require a majority of its board to consist of independent directors, unless required by Nasdaq rules. Thus, although a director must act in the best interests of Diginex Limited, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of Diginex Limited may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. Diginex Limited, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that Diginex Limited’s home country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

DiginexLimited may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

As a “foreign private issuer,” Diginex Limited would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to Diginex on September 30, 2025.

In the future, Diginex Limited could lose its foreign private issuer status if a majority of its Ordinary Shares are held by residents in the United States and it fails to meet any one of the additional “business contacts” requirements. Although Diginex Limited intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, Diginex Limited’s loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to Diginex Limited under U.S. securities laws if it is deemed a U.S. domestic issuer may be significantly higher. If Diginex Limited is not a foreign private issuer, Diginex Limited will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, Diginex Limited would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. Diginex Limited also may be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, Diginex Limited may lose its ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. Nasdaq rules also require shareholder approval of certain share issuances, including approval of equity compensation plans. As a foreign private issuer, Diginex Limited would be permitted to follow home country practice in lieu of the above requirements. As long as Diginex Limited relies on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a majority of the directors on its board of directors are not required to be independent directors, its remuneration committee is not required to be comprised entirely of independent directors and it will not be required to have a nominating and corporate governance committee, unless otherwise required by Nasdaq rules. If Diginex Limited loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, Diginex Limited may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq and other regulators, among other materially adverse consequences.

Wecurrently do not expect to pay dividends in the foreseeable future and you must rely on price appreciation of our OrdinaryShares for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund our development and growth. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value or even maintain the price at which you purchased Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment in our Ordinary Shares.

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RisksRelated to Taxation

Wemay be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for the current taxable year,which could result in adverse U.S. federal income tax consequences for U.S. Holders of our Shares.

In general, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the Section of this Annual Report on Form 20-F captioned “U.S. Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

RisksRelated to Being a Public Company

DiginexLimited has limited experience operating as a public company and fulfilling its obligations as a U.S. reporting company may be expensiveand time consuming.

Only one member of the Company’s executive officers has past experience in operating a U.S. public company, which makes their ability to comply with applicable laws, rules and regulations uncertain. The Company’s failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject Diginex or its management to regulatory scrutiny or sanction, which could harm the Company’s reputation and share price.

As a public company Diginex Limited will incur significant legal, accounting, and other expenses that it did not incur as a private company. Diginex Limited is subject to reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the rules subsequently implemented by the SEC, the rules and regulations of the listing standards of The Nasdaq Stock Market LLC, or Nasdaq, and other applicable securities rules and regulations. Stockholder activism, the current political and social environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which will likely result in additional compliance costs and could impact the manner in which Diginex operates its business in ways Diginex cannot currently anticipate. Compliance with these rules and regulations may strain Diginex’s financial and management systems, internal controls, and employees. The Exchange Act requires, among other things, that Diginex Limited files annual, half yearly, and current reports with respect to its business and operating results. Moreover, the Sarbanes-Oxley Act requires, among other things, that Diginex Limited maintains effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures, and internal control over, financial reporting to meet this standard, significant resources and management oversight may be required. If Diginex Limited encounters material weaknesses or deficiencies in internal control over financial reporting, Diginex Limited may not detect errors on a timely basis and its combined financial statements may be materially misstated. Effective internal control is necessary for Diginex Limited to produce reliable financial reports and is important to prevent fraud.

Diginex Limited, as an emerging growth company, is not required to have its independent auditor attestation of management assessment of its internal controls over financial reporting. However, when Diginex Limited ceases to be an emerging growth company, its independent registered public accounting firm may be required to formally attest to the effectiveness of internal control over financial reporting at some point in the future on Form 20-F. Diginex Limited expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, Diginex’s management attention may be diverted from other business concerns, which could harm the business, operating results, and financial condition. Diginex finance team is not large and it may need to hire more employees in the future, or engage outside consultants, which will increase operating expenses.

Diginex also expects that being a public company and complying with applicable rules and regulations will make it more expensive for it to obtain director and officer liability insurance, and Diginex may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for Diginex to attract and retain qualified members of its board of directors and qualified executive officers.

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Apotential failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-OxleyAct could have a material adverse effect on Diginex’s business, financial condition, and results of operations. Diginex may beunable to accurately report Diginex’s financial results or prevent fraud if Diginex cannot maintain an effective system of internalcontrols over Diginex’s financial reporting.

Diginex will be subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, or the “SEC,” as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. Diginex Limited is an “emerging growth company,” and are expected to first include a management report on Diginex’s internal controls over financial reporting in Diginex Limited’s second annual report after the close of its initial public offering, which is for the fiscal year ended March 31, 2026. Diginex’s management may conclude that Diginex Limited’s internal controls over Diginex’s financial reporting are not effective, and Diginex Limited’s reporting obligations as a public company will place a significant strain on Diginex’s management, operational and financial resources, and systems for the foreseeable future, which will increase Diginex’s operating expenses.

The establishment of effective internal controls over financial reporting is necessary for Diginex Limited to produce reliable financial reports and are important to help prevent fraud. Diginex’s failure to achieve and maintain effective internal controls over financial reporting could consequently result in a loss of investor confidence in the reliability of Diginex Limited’s financial statements, which in turn could harm Diginex’s business and negatively impact the trading price of Diginex Limited’s stock. Diginex Limited anticipate that it will incur considerable costs and devote significant management time and efforts and other resources to comply with Section 404 of the Sarbanes-Oxley Act.

Ifwe fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statementsor comply with applicable regulations could be impaired.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we will be required to file a report by our management on our internal control over financial reporting. In addition, an attestation report on internal control over financial reporting issued by our independent registered public accounting firm may be required. While we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. We might not identify one or more material weaknesses in our internal controls in connection with evaluating our compliance with Section 404 of the Sarbanes-Oxley Act. The presence of material weaknesses in internal control over financial reporting could result in financial statement errors which, in turn, could lead to errors in our financial reports and/or delays in our financial reporting, which could require us to restate our operating results.

TheJOBS Act permits “emerging growth companies” like Diginex Limited to take advantage of certain exemptions from various reportingrequirements applicable to other public companies that are not emerging growth companies.

Diginex Limited is an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act defines an emerging growth company as a company that has annual gross revenues of less than $1.235 billion during its most recent fiscal year and has not sold common stock under a registration statement. A company will be classified as an emerging growth company for its first five fiscal years, unless: its gross revenues exceed $1.235 billion, it has issued over $1 billion in non-convertible debt over three years, or it becomes a large accelerated filer. SEC Rule 12b-2 provides that a large accelerated filer is a company that has a public float of greater than $700 million, has been filing periodic reports for at least 12 months, has previously filed at least one annual report (e.g. Form 20-F), and is not a smaller reporting company. That is, a large accelerated filer is simply an accelerated filer whose public float exceeds $700 million. As such, Diginex Limited takes advantage of certain exemptions from various reporting requirements applicable to other public companies based on its status as an emerging growth company. Pursuant to Section 404 of the Sarbanes-Oxley Act, once Diginex Limited is no longer an emerging growth company, Diginex Limited may be required to furnish an attestation report on internal control over financial reporting issued by Diginex Limited’s independent registered public accounting firm. When Diginex Limited’s independent registered public accounting firm is required to undertake an assessment of its internal control over financial reporting, the cost of complying with Section 404 of the Sarbanes-Oxley Act will significantly increase, and management’s attention may be diverted from other business concerns, which could adversely affect Diginex’s business and results of operations.

Ourmajor shareholder has substantial influence over our company and his interests may not be aligned with the interests of our other shareholders.

As of the date of this Annual Report on Form 20-F, our major shareholder, beneficially owns an aggregate of approximately 40.2% of our issued and outstanding Ordinary Shares. As a result of this major shareholders’ substantial shareholding, he has a substantial influence over our business, including decisions regarding acquisitions, mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This shareholder may take actions that are not in the best interests of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders.

Ourfailure to meet the continued listing requirements of Nasdaq could result in a de-listing of our Ordinary Shares and penny stock trading.

If we fail to satisfy the applicable continued listing requirements to maintain the listing of our Ordering Shares on The Nasdaq Capital Market, Nasdaq may commence delisting procedures against our Company (during which we may have additional time of up to six months to appeal and correct our non-compliance). If our Ordinary Shares are ultimately delisted from Nasdaq, our Ordinary Shares would likely then trade only in the over-the-counter market and the market liquidity of our Ordinary Shares could be adversely affected and their market price could decrease. If our Ordinary Shares were to trade on the over-the-counter market, selling our Ordinary Shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for our Ordinary Shares and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us.

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In addition to the foregoing, if our Ordinary Shares are ultimately delisted from Nasdaq and they trade on the over-the-counter market, the application of the “penny stock” rules could adversely affect the market price of our Ordinary Shares and increase the transaction costs to sell those shares. The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. If our Ordinary Shares are ultimately delisted from Nasdaq and then trade on the over-the-counter market at a price of less than $5.00 per share, our Ordinary Shares would be considered a penny stock. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our Ordinary Shares and may affect the ability of investors to sell their shares, until our Ordinary Shares no longer is considered a penny stock.

Ifsecurities industry analysts do not publish research reports on Diginex Limited, or publish unfavorable reports on Diginex Limited, thenthe market price and market trading volume of Diginex Limited’s Ordinary Shares could be negatively affected.

Any trading market for Diginex Limited Ordinary Shares may be influenced in part by any research reports that securities industry analysts publish about Diginex Limited. Diginex Limited does not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of Diginex Limited, the market price and market trading volume of Diginex Limited’s Ordinary Shares could be negatively affected. In the event Diginex Limited is covered by analysts, and one or more of such analysts downgrade Diginex Limited shares, or otherwise reports on Diginex Limited unfavorably, or discontinues coverage of Diginex Limited, the market price and market trading volume of Diginex Limited Ordinary Shares could be negatively affected.

Becausewe are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you willhave less protection than you would have if we were a domestic issuer.

The Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee and an audit committee. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with most of the corporate governance requirements of the Nasdaq Listing Rules. However, we may, in the future, consider following home country practice in lieu of the requirements under the Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors. In particular, under Nasdaq Listing Rule 5615(a)(3)(A), a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements, set forth in the Nasdaq Marketplace Rule 5600 Series (with certain exceptions not relevant here). Diginex Limited has elected to be exempt from the requirement in Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price less than the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.

Althoughas a foreign private issuer we are exempt from certain corporate governance standards applicable to U.S. issuers, if we cannot continueto satisfy, the continued listing requirements and other rules of Nasdaq, our securities may be delisted, which could negatively impactthe price of our securities and your ability to sell them.

In order to maintain our listing on Nasdaq, we will be required to comply with certain rules of Nasdaq, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Although we initially met the listing requirements and other applicable rules of Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the criteria of Nasdaq for maintaining our listing, our securities could be subject to delisting, which would have a negative effect on the price of our Ordinary Shares and impair your ability to sell your shares.

If Nasdaq subsequently delists our securities from trading, we could face significant consequences, including:

●	limited availability for market quotations for our Ordinary Shares;
●	reduced<br> liquidity with respect to our Ordinary Shares;
●	a<br> determination that our Ordinary Shares are “penny stock,” which will require brokers trading in our Ordinary Shares to<br> adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our<br> Ordinary Shares;
●	limited<br> amount of news and analyst coverage; and
●	a<br> decreased ability to issue additional securities or obtain additional financing in the future.

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Ifwe cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the ExchangeAct applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we wouldnot incur as a foreign private issuer.

We qualify as a foreign private issuer as of the date of this Annual Report on Form 20-F. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers and are not required to disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. We may cease to qualify as a foreign private issuer in the future, and consequently, we would be required to fully comply with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

Weare an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptionsfrom disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance withother public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparisons of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Asan “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosuremay make our Ordinary Shares less attractive to investors.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

Wewill incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growthcompany.”

As a newly publicly traded company, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, Nasdaq Stock Market, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult or costly for us to find qualified persons to serve on our board of directors or as executive officers as a public company. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

OurOrdinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares toraise money or otherwise desire to liquidate your shares.

Our Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing our Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Ordinary Shares may not develop or be sustained.

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Ifwe fail to meet applicable continued requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity andmarket price of our Ordinary Shares could decline.

Although our Ordinary Shares are listed on Nasdaq, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our Shareholders could face significant material adverse consequences, including:

●	a<br> limited availability of market quotations for our Ordinary Shares;
●	reduced<br> liquidity for our Ordinary Shares;
●	a<br> determination that our Ordinary Shares are “penny stock”, which would require brokers trading in our Ordinary Shares<br> to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for<br> our Ordinary Shares;
●	a<br> limited amount of news about us and analyst coverage of us; and
●	a<br> decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because Ordinary Shares are listed on Nasdaq, such securities are covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

Wedo not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operations and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Ordinary Shares if the market price of our Ordinary Shares increases.

Youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against Diginex Limitedor its management named in the Annual Report on Form 20-F based on foreign laws.

Diginex Limited is incorporated under the laws of Cayman Islands. Diginex Limited conducts its operations outside the United States and a significant amount of our assets are located outside the United States. In addition, a majority of Diginex Limited’s directors and executive officers named in this Annual Report on Form 20-F reside outside the United States, and a significant amount of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against Diginex Limited or against them in the United States in the event you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of Cayman Islands or other relevant jurisdiction may render you unable to enforce a judgment against Diginex Limited assets or the assets of its directors and officers.

Futureissuance of Diginex Limited’s Ordinary Shares could dilute the interests of existing shareholders.

Diginex Limited may issue additional Ordinary Shares in the future. The issuance of a substantial number of Ordinary Shares could have the effect of substantially diluting the interests of Diginex Limited’s shareholders. In addition, the sale of a substantial amount of Ordinary Shares in the public market, in a situation in which Diginex Limited acquires a company, a business or an asset and the acquired company or the owner of the business or asset receives Ordinary Shares as consideration and the acquired company or the owner of the business or asset subsequently sells its Ordinary Shares, or by investors who acquired such Ordinary Shares in a private placement, could have an adverse effect on the market price of Diginex Limited’s Ordinary Shares.

Futureissuances of debt securities, which would rank senior to Diginex Limited Ordinary Shares upon our bankruptcy or liquidation, and futureissuances of preferred shares, which could rank senior to Diginex Limited Ordinary Shares for the purposes of dividends and liquidatingdistributions, may adversely affect the level of return you may be able to achieve from an investment in Diginex Limited’s OrdinaryShares.

In the future, Diginex Limited may attempt to increase capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of Diginex Limited debt securities, and lenders with respect to other borrowings Diginex Limited may make, would receive distributions of Diginex Limited available assets prior to any distributions being made to holders of our Ordinary Shares. Moreover, if Diginex Limited issues Preferred Shares, the holders of such preferred shares could be entitled to preferences over holders of Ordinary Shares in respect of the payment of dividends and the payment of liquidating distributions. Because Diginex Limited’s decision to issue debt or Preferred Shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond Diginex Limited’s control, Diginex Limited cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of Diginex Limited’s Ordinary Shares must bear the risk that any future offerings Diginex Limited conducts or borrowings Diginex Limited makes may adversely affect the level of return, if any, they may be able to achieve from an investment in Diginex Limited’s Ordinary Shares.

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Thetrading price of Diginex Limited’ Ordinary Shares may be volatile, which could result in substantial losses to investors.

The trading price of Diginex Limited’ Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond Diginex’s control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Hong Kong companies’ securities after their offerings may affect the attitudes of investors towards Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance of Diginex Limited’s Ordinary Shares regardless of its actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure, or matters of other Hong Kong companies may also negatively affect the attitudes of investors towards Hong Kong companies in general, including Diginex Limited, regardless of whether it has conducted any inappropriate activities. Furthermore, securities markets may from time-to-time experience significant price and volume fluctuations that are not related to Diginex’s operating performance, which may materially and adversely affect the trading price of its Ordinary Shares.

In addition to the above factors, the price and trading volume of Diginex Limited’s Ordinary Shares may be highly volatile due to multiple factors, including the following:

●	regulatory<br> developments affecting Diginex or its industry;
●	variations<br> in Diginex’s revenue, profit, and cash flow;
●	changes<br> in the economic performance or market valuations of other related firms;
●	actual<br> or anticipated fluctuations in Diginex’s results of operations and changes or revisions of its expected results;
●	changes<br> in financial estimates by securities research analysts;
●	detrimental<br> negative publicity about Diginex, its services, its officers, directors, shareholders, other beneficial owners, its business partners,<br> or its industry;
●	announcements<br> by Diginex or Diginex competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raises,<br> or capital commitments;
●	litigation<br> or regulatory proceedings involving Diginex, its officers, directors, or shareholders; and
●	sales<br> or perceived potential sales of additional Ordinary Shares.

Any of these factors may result in large and sudden changes in the volume and price at which Diginex Limited’s Ordinary Shares will trade. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If Diginex were involved in a class action suit, it could divert a significant amount of its management’s attention and other resources from its business and operations and require it to incur significant expenses to defend the suit, which could harm Diginex’s results of operations. Any such class action suit, whether or not successful, could harm Diginex’s reputation and restrict its ability to raise capital in the future. In addition, if a claim is successfully made against Diginex, it may be required to pay significant damages, which could have a material adverse effect on its financial condition and results of operations.

Our insiders beneficially own approximately 51.6% of our total issued and outstanding Ordinary Shares or approximately 42.0% assuming all of the IPO Warrants have been exercised and have the power to exert considerable influence over our actions through their ability to effectively control matters requiring shareholder approval, including the determination to enter into a corporate transaction or to prevent a transaction, regardless of whether other shareholders believe that any such transaction is in their or our best interests. We cannot assure you that the interests of our insiders will coincide with the interests of other shareholders. As a result, the market price of our Ordinary Shares could be adversely affected. Additionally, our insiders may effectively control all of our corporate decisions so long as they continue to own a substantial number of our Ordinary Shares.

Shortsellers of Diginex Limited’s Ordinary Shares may be manipulative and may drive down the market price of its Ordinary Shares.

Short sellers of Diginex Limited stock may be manipulative and may attempt to drive down the market price of Diginex Limited’s Ordinary Shares. Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities, as the short seller expects to pay less in the covering purchase than it received in the sale. It is therefore in the short seller’s interest for the price of the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, often involving deliberate misrepresentations of the issuer’s business prospects and similar matters calculated to create negative market momentum.

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As a public entity in a highly digital world, Diginex Limited may be the subject of concerted efforts by profiteering short sellers to spread misinformation and misrepresentations in order to gain an illegal market advantage. In addition, the publication of intentional misinformation may also result in lawsuits, the uncertainty and expense of which could adversely impact Diginex’s business, financial condition, and reputation.

While utilizing all available tools to defend itself and its assets against these short seller efforts, there is limited regulatory control, making such efforts an ongoing concern for any public company. While Diginex moves forward in its business development strategies in good faith, there are no assurances that Diginex will not face these short sellers’ efforts or similar tactics by bad actors in the future, and the market price of its Ordinary Shares may decline as a result of their actions or the action of other short sellers.

Volatilityin our Ordinary Shares price may subject us to securities litigation.

The market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Thefuture sales of Ordinary Shares by existing shareholders, including the sales pursuant to this Annual Report on Form 20-F, may adversely affect the marketprice of our Ordinary Shares.

As a company with relatively small public float we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large public float companies. The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additional Ordinary Shares. We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares. Despite such a decline in the public trading price, certain Selling Shareholders may still experience a positive rate of return on the Ordinary Shares due to the lower price that they purchased the Ordinary Shares compared to other public investors and may be incentivized to sell their Ordinary Shares when others are not.

OurOrdinary Shares are, in addition to the Nasdaq Capital Market, listed to trade on the Frankfurt Stock Exchange (Open Market) and theTradegate Exchange under the symbol “I0Q.” The cross-listing of our Ordinary Shares may adversely affect the liquidity andvalue of our Ordinary Shares.

Since February 20, 2025, our Ordinary Shares have, in addition to the Nasdaq Capital Market, been listed to trade on the Frankfurt Stock Exchange (Open Market) and the Tradegate Exchange under the symbol “I0Q.” Cross-listing of securities, also known as interlisting or multi-listing, refers to a company listing its shares on multiple stock exchanges, including its domestic exchange and one or more foreign exchanges. This means our Ordinary Shares can be traded on different exchanges, providing access to a wider range of investors and potentially increasing liquidity. Trading of our Ordinary Shares in these markets will take place in different currencies (U.S. dollars on the Nasdaq Capital Market and Euros on the Frankfurt Stock Exchange and the Tradegate Exchange), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Germany). Fluctuations in the exchange rate between the currency of the primary listing exchange and the currency of the cross-listing exchange can impact the value of the securities to investors. Changes in exchange rates can affect the value of the investment, regardless of the Company’s underlying performance. The trading prices of our shares on these two markets may differ due to these and other factors, such as the timing of Diginex’s disclosures and press releases. Any decrease in the price of our Ordinary Shares on the Frankfurt Stock Exchange and the Tradegate Exchange could cause a decrease in the trading price of our Ordinary Shares on the Nasdaq Capital Market

GeneralRisks

IfDiginex is unable to successfully identify, hire and retain skilled individuals, it will not be able to implement its growth strategysuccessfully.

Diginex’s growth strategy is based, in part, on its ability to attract and retain highly skilled professionals including software engineers. To date, Diginex has been able to locate and engage such employees; however, because of competition from other firms, Diginex may face difficulties in recruiting and retaining professionals of a caliber consistent with its business strategy in the future. If Diginex is unable to successfully identify and retain qualified professionals, it could materially and adversely affect Diginex’s business, financial condition and results of operations.

Diginex’s employee retention plans may not be sufficient to retain key employees, including as it relates to equity compensation plans in place now and in the future.

Competition,including from new market entrants in the future, may cause Diginex’s revenue and earnings to decline.

With the increased importance placed on ESG reporting there could be new market entrants that directly compete with Diginex. Such competitors may have significant competitive advantages, including, the ability to leverage their sales efforts and marketing expenditures across a broader portfolio of services, greater global presence, more established third-party relationships, greater brand recognition, greater financial strength, greater numbers of company and investor clients, larger research and development teams, larger marketing budgets and other advantages over Diginex.

While Diginex believes its products, services and pricing differentiates it from many such competitors, the business has relatively low barriers to entry and Diginex anticipates that such barriers to entry will become lower in the future. This could lead to fee compression or require Diginex to spend more to modify or adapt its offerings to attract and retain customers and remain competitive with the products and services offered by new competitors in the industry. Increased competition on the basis of any of these factors, including competition leading to fee reductions, could materially and negatively impact Diginex’s business, financial condition and results of operations.

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Diginex’sbusiness lines rely on vendors and third-party service providers.

Diginex’s operations could be interrupted or disrupted if Diginex’s vendors and third-party service providers, or even the vendors of such vendors and third-party service providers, experience operational or other systems difficulties, terminate their service, fail to comply with regulations, raise their prices or dispute key intellectual property rights sold or licensed to, or developed for, Diginex. Diginex may also suffer the consequences of such vendors and third-party providers’ mistakes. Diginex outsources some of its operational and a large component of its product development and platform maintenance activities and accordingly depends on key relationships with vendors. For example, Diginex relies on vendors and third parties for certain services, including systems development and maintenance and hosting servers. The failure or capacity restraints of vendors and third-party services, a cybersecurity breach involving any third-party service providers or the termination or change in terms or price of a vendors and third-party software license or service agreement on which Diginex relies could interrupt Diginex’s operations. Replacing vendors and third-party service providers or addressing other issues with Diginex’s vendors and third-party service providers could entail significant delay, expense and disruption of service. As a result, if these vendors and third-party service providers experience difficulties, are subject to cybersecurity breaches, terminate their services, dispute the terms intellectual property agreements, or raise their prices, and Diginex is unable to replace them with other vendors and service providers, particularly on a timely basis, Diginex’s operations could be interrupted. If an interruption were to continue for a significant period, Diginex’s business, financial condition and results of operations could be adversely affected. Even if Diginex can replace vendors and third-party providers, it may be at a higher cost to Diginex, which could also adversely affect Diginex’s business, financial condition and results of operations.

Finally, notwithstanding Diginex’s efforts to implement and enforce strong policies and practices regarding third-party service providers, Diginex may not successfully detect and prevent fraud, incompetence or theft by its third-party service providers, which could adversely affect Diginex’s business, financial condition and results of operations.

Diginexcould be the victim of employee misconduct.

In recent years, there have been a number of highly publicized cases involving fraud, conflicts of interest, or other misconduct by employees, and there is a risk that an employee of, or contractor to, Diginex or any of its affiliates could engage in misconduct that adversely affects Diginex’s business. It is not always possible to deter such misconduct, and the precautions Diginex takes to detect and prevent such misconduct may not be effective in all cases. Misconduct by an employee of, or contractor to, Diginex or any of its affiliates, or even unsubstantiated allegations of such misconduct, could result in direct financial harm to Diginex.

Diginexmay not be able to effectively manage its growth.

As Diginex grows its business, its employee headcount and the scope and complexity of its business lines may increase dramatically. Consequently, if Diginex’s business grows at a rapid pace, it may experience difficulties maintaining this growth and building the appropriate processes and controls. Growth may increase the strain on resources, cause operating difficulties, including difficulties in sourcing, logistics, maintaining internal controls, marketing, designing products and services and meeting customer needs.

In addition, Diginex currently operates and is seeking to run many business lines and, while these business lines are anticipated to be complimentary, there can be no assurance that Diginex will be able to effectively deliver internal or external resources effectively to each business line as and when needed, particularly when multiple business lines are experiencing high levels of need at the same time.

If Diginex does not adapt to meet these challenges, it could have a material adverse effect on its business, financial condition and results of operations.

Operationalrisk may materially and adversely affect Diginex’s performance and results.

Operational risk is the risk of an adverse outcome resulting from inadequate or failed internal processes, people, systems or external events. Diginex’s exposure to operational risk arises from routine processing errors, as well as extraordinary incidents, such as major systems failures or legal matters. Because Diginex’s business lines are reliant on both technology and human expertise and execution, Diginex is exposed to material operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of third-party service providers, counterparties or other third parties, failed or inadequate processes, design flaws and technology or system failures and malfunctions.

Operational errors or significant operational delays could have a materially negative impact on Diginex’s ability to conduct its business or service its clients, which could adversely affect results of operations due to potentially higher expenses and lower revenues, create liability for Diginex or its clients or negatively impact its reputation.

Diginexmay not be effective in mitigating risk.

Diginex continues to develop risk management and oversight policies and procedures to provide a sound operational environment for the types of risk to which it is subject, including operational risk, credit risk, market risk and liquidity risk. However, as with any risk management framework, there are inherent limitations to Diginex’s current and future risk management strategies, including risks that have not appropriately anticipated or identified and that certain policies may be insufficient. Accurate and timely enterprise-wide risk information is necessary to enhance management’s decision-making in times of crisis. If Diginex’s risk management framework proves ineffective or if Diginex’s enterprise-wide management information is incomplete or inaccurate, it could suffer unexpected losses or fail to generate the expected revenue, which could materially and adversely affect its business, financial condition and results of operations.

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ITEM

INFORMATION ON THE COMPANY

A.	History and Development of the Company

Our Corporate History

Diginex Limited was incorporated on 26 January 2024 as an exempted company in the Cayman Islands with limited liability with its registered office at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9099, Cayman Islands and principal place of business at Smart-Space Fintech 2, Room 3, Units 401-404, Core C, Cyberport 3, 3 Cyberport Road, Telegraph Bay, Hong Kong. Effective April 1, 2025 we relocated our global headquarters and principal executive office to 25 Wilton Road, Victoria, London, Greater London, SW1V 1LW, United Kingdom from Smart-Space Fintech 2, Room 3, Unit 401-404 Core C, Cyberport, Telegraph Bay, Hong Kong. On May 31, 2025, the lease at Smart-Space Fintech 2, Room 3, Unit 401-404 Core C, Cyberport, Telegraph Bay, Hong Kong was terminated and on June 1, 2025 a new lease was entered into in Hong Kong at Room1311, 13F, Leighton Centre, 77 Leighton Road, Causeway, Bay. Our telephone number is +852 3618 5881. Diginex’s website is located at https://www.diginex.com.

Diginex Limited is the sole owner of Diginex Solutions (HK) Limited, a Hong Kong corporation (“DSL”) and DSL is the sole owner of (i) Diginex Services Limited, a corporation formed in the United Kingdom and (ii) Diginex USA LLC, a limited liability company formed in the State of Delaware. Prior to the incorporation of Diginex Limited and a Restructuring that resulted in Diginex Limited being the parent entity, DSL was the parent entity and remains the main operating subsidiary. DSL is a Hong Kong domiciled technology company that builds end to end Software as a Service (“SaaS”) solutions for the future of ESG reporting and supply chain due diligence. The demand for companies to report on ESG components of their business and perform extensive due diligence on their supply chain is increasing at pace. Diginex has built products to address those demands. As well as offering SaaS solution, Diginex also offers advisory services to support overall ESG strategies. Such advisory services can range from advising on credible reporting solutions to training plus providing advice on carbon footprints.

PreIPO Restructuring

On May 15, 2020, Diginex Limited (“Diginex HK”), a company incorporated in Hong Kong, together with Diginex Solutions Limited, sold the legal entities of Diginex Solutions (HK) Limited (referred to herein as “DSL”) and Diginex USA LLC, together with the trademarks associated with the “Diginex” name, to a related party, Rhino Ventures Limited, an entity controlled, via 100% shareholding, by Miles Pelham, the founder and former chairman of Diginex HK and founder of DSL and the Company (the “DSL 2020 Acquisition Agreement”). The consideration of $6.0 million, that was paid by Rhino Ventures Limited (“RVL”) for Diginex Solutions (HK) Limited and Diginex USA LLC, was netted against a shareholder loan of $10.5 million between Diginex HK and Pelham Limited, another entity controlled by Miles Pelham. In addition, Diginex HK agreed to fund the business of DSL for six months following the sale at a 25% discount to the projected costs. Such funding amounted to $1.0 million. Pelham Limited remained a shareholder of Diginex HK after this transaction but is now no longer a shareholder of Diginex HK.

Following the sale of DSL and Diginex USA, Diginex HK underwent a restructuring in September 2020, which resulted in a share for share exchange with its newly incorporated parent company, Eqonex Limited. Eqonex Limited and its subsidiaries were active in the cryptocurrency industry but DSL and Diginex USA had no involvement in cryptocurrency. DSL focused on ESG reporting and Diginex USA employed individuals to support the DSL operations. Also in September 2020, Eqonex Limited completed a transaction with a special purpose acquisition company, 8i Enterprises Acquisition Corp and started to list on Nasdaq under the ticker code ‘EQOS’ on 1 October 2020. Eqonex Limited subsequently filed for Judicial Management in Singapore in November 2022 and Diginex HK was placed into liquidation at the same time. Judicial Management is a method of debt restructuring where an independent judicial manager is appointed to manage the affairs of a company under financial distress. The Judicial Management and liquidation process is still ongoing at the time of filing this Annual Report on Form 20-F and the stock has been delisted from Nasdaq, Neither DSL, Rhino Ventures or Miles Pelham have any affiliated interest with either business nor do they have any assets at risk as a result of the Judicial Management and liquidation processes.

With the exception of Paul Ewing, the Company CFO, who still sits on the board of certain subsidiaries of Eqonex Limited, no other officer or director of DSL or the Company has an existing relationship with Eqonex Limited and its subsidiaries including Diginex HK and Diginex Solutions Limited.

The acquisition of DSL included a 100% owned subsidiary, Diginex USA, LLC, a Delaware limited liability company. In September 2021, DSL acquired, Diginex Services Limited, a United Kingdom corporation, for zero consideration from RVL. Diginex Services Limited is a 100% owned subsidiary of DSL.

Diginex Limited is a Cayman Islands exempted company, incorporated under the laws of the Cayman Islands on January 26, 2024. On July 15, 2024, Diginex Limited and Diginex Solutions (HK) Limited (“DSL”) completed a restructuring pursuant to a share exchange agreement (the “Share Exchange Agreement”), whereby the then existing shareholders of DSL (the “Original Shareholders”) transferred all of their shares in DSL to Diginex Limited, in consideration for Diginex Limited’s issuance of substantially the same securities to such shareholders in exchange for the securities of DSL held by Original Shareholders (the “Exchange”). Prior to the Exchange there were 16,756 ordinary shares of DSL issued and outstanding, 3,151 preferred shares of DSL issued and outstanding and 10,172 warrants of DSL issued and outstanding. In the Exchange, each of the securities of DSL were exchanged for substantially the same securities of Diginex Limited at an exchange ratio of one (1) ordinary share of DSL for four hundred and ten (410) Ordinary Shares of Diginex Limited, one (1) preferred share of DSL for four hundred and ten (410) Preferred Shares of Diginex Limited and one (1) warrant of DSL for four hundred and ten (410) warrants of Diginex Limited.

On May 28, 2023, DSL agreed to an $8,000,000 share subscription agreement with Rhino Ventures Limited and on September 28, 2023 executed a subscription agreement (the “RVL Subscription Agreement”). Pursuant to the RVL Subscription Agreement, DSL issued Rhino Ventures Limited 5,086 ordinary shares and 10,172 warrants in exchange for $8.0 million. The warrants will be exercisable for ordinary shares of DSL for a period of three years from the date they are issued and shall be exercisable at a per warrant price of US$2,512. Post the completion of the Restructuring and Share Subdivision (as defined above), the number of warrants of Diginex Limited issued to Rhino Ventures Limited was adjusted to 4,170,520 from 10,172 with an adjusted price per warrant of US$6.13. The warrants, if fully exercised, will result in the issuance of such number of Ordinary Shares equal to 51% of the total issued and outstanding shares of the Company at the time of the warrants being exercised. This will be prorated for partial exercise of warrants. Rhino Ventures Limited paid the subscription price by the payment of $6.1 million in cash and the conversion of $1.9 million of debt due to Rhino Ventures Limited. The RVL Subscription Agreement also activated an anti-dilution clause in the Articles of Association of DSL which resulted in HBM IV, Inc. being issued 151 preferred shares of DSL for zero consideration. This increased HBM IV, Inc.’s holding to 3,151 preferred shares of DSL.

In connection with the Exchange, Diginex Limited and security holders of DSL consummated the following transactions (the “Ancillary Transactions”): (i) Diginex Limited issued $4.35 million new convertible loan notes to certain Original Shareholders in consideration for the cancellation of the then existing convertible loan notes issued by DSL and held by such Original Shareholders; (ii) Diginex Limited granted certain share options under the new share option plan that was adopted by Diginex Limited to the holders of the unexercised share options granted by DSL (the “Original Share Options”), in consideration for the cancellation of the Original Share Options held by such holders. At time of the Exchange there were 629,760 vested but unexercised share options and unvested share options exercisable for such number of Ordinary Shares equal to 1.3% of the issued and outstanding shares of the Company at the time of vesting and (iii) Diginex Limited granted certain warrants to purchase Ordinary Shares of Diginex Limited to the holders of the then existing warrants to purchase ordinary shares of DSL (the “Original Warrants”), in consideration for the cancellation of the Original Warrants held by such holders. The convertible loan notes automatically converted into Ordinary Shares of Diginex Limited on December 20, 2024 and whilst there is no automatic vesting of any unvested share options upon completion of the IPO the board of directors do have the ability to accelerate vesting at any point. The board of directors approved and authorized the acceleration of the vesting of the unvested share options to January 23, 2026. The fair value of all unvested ESOP as of the date of this Annual Report on Form 20-F is $2.2 million of which $1.0 million has been recognized in the financial statements at March 31, 2025.

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Accordingly, upon consummation of the Exchange and the Ancillary Transactions (collectively the “Restructuring”), DSL became a wholly owned subsidiary of Diginex Limited, and the prior shareholders of DSL became shareholders of Diginex Limited. The remaining DSL security holders became security holders of Diginex Limited, in that they held Diginex Limited convertible loan notes, share options and warrants. Following, the closing of the Restructuring there are 6,869,961 Ordinary Shares of Diginex Limited issued and outstanding, 1,291,910 preferred shares of Diginex Limited issued and outstanding, 4,170,520 warrants issued and outstanding, $4.35 million new convertible loan notes issued and outstanding and 629,760 vested but unexercised share options and unvested share options exercisable for such number of Ordinary Shares equal to 1.3% of the issued and outstanding shares of the Company at the time of vesting.

Following the Restructuring, on July 26, 2024, the Company completed a share subdivision (the “Share Subdivision”) such that, the authorized share capital of the Company was changed from US$50,000 divided into 480,000,000 Ordinary shares of par value US$0.0001 each, 20,000,000 Preferred shares of par value US$0.0001 each to be US$50,000 divided into 960,000,000 Ordinary Shares of US$0.00005 par value each and 40,000,000 preferred shares (the “Preferred Shares”), par value US$0.00005 per share. Immediately prior to the Share Subdivision there were 6,869,961 ordinary shares and 1,291,910 preferred shares issued and outstanding, and immediately after the Share Subdivision there are 13,739,922 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding.

During the Restructuring, a $1 million loan due from DSL to a related company, Diginex Holdings Limited, a company controlled by Rhino Ventures Limited, was converted into a $1 million convertible loan note of which Rhino Ventures Limited holds $517,535 of the principal amount of the convertible loan note and Working Capital Innovation Fund II L.P. holds $482,465 of the principal amount of the convertible loan note. The loan between DSL and Diginex Holdings Limited charged interest at 8% per annum and had a maturity date of December 31, 2024. The terms of the new convertible loan notes also charge interest at 8% per annum and had a maturity date of December 31, 2024. This $1 million convertible loan note forms part of the $4.35 million loan notes issued by Diginex Limited post the Restructuring.

On August 6, 2024 certain Employee Share Option Plan (“ESOP”) holders exercised their options and converted their options into Ordinary Shares. 501,840 employee share options were converted into 1,003,680 Ordinary Shares whilst 315,700 employee share options lapsed without being exercised. In addition, 368,826 employee share options were issued on July 31, 2024 and on August 21, 2024 employee share options were issued equating to 0.5% of the issued and outstanding shares of the Company at the time of vesting. The remaining employee share options as of the date of this Annual Report on Form 20-F are 17,345 vested but not exercised, 368,826 unvested employee share options and unvested employee share options exercisable for such number of Ordinary Shares equal to 1.7% of the issued and outstanding shares of the Company at the time of vesting. Prior to the exercise of 501,840 options on August 6, 2024 there were 13,739,922 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding, and after such exercise of 501,840 options there were 14,743,602 Ordinary Shares and 2,583,820 Preferred Shares issued and outstanding.

Since 17th November 2023, Rhino Ventures Limited (“RVL”) issued convertible notes (the “Rhino Notes”) to various investors (each a “Rhino Investor” and collectively the “Rhino Investors”). In exchange for a loan from a Rhino Investor, RVL issued the Rhino Investor a Rhino Note. The Rhino Notes are convertible into DSL ordinary shares, or successor securities, that were owned by RVL at a conversion price of between USD2.78 to USD2.99. The Rhino Notes were convertible into RVL’s shares of DSL ordinary shares, or successor securities, (1) at the option of the Rhino Investor or (2) automatically upon F-1 either being effective or having received 2 or below comments. On August 7, 2024, six of the Rhino Investors elected to convert their Rhino Notes and RVL transferred an aggregate amount of 2,992,180 Ordinary Shares of Diginex Limited, the successor securities to the DSL ordinary shares, to the six Rhino Investors as follows: (i) Samantha Dolan received 327,180 Ordinary Shares, (ii) Christopher Lord received 418,200 Ordinary Shares, (iii) Dorota Menard received 400,980 Ordinary Shares, (iv) Gildo Plate received 294,380 Ordinary Shares and (v) Natalia Pelham received 1,049,600 Ordinary Shares and (vi) Benjamin Salter received 501,840 Ordinary Shares. On November 25, 2024, nine additional Rhino Investors elected to convert their Rhino Notes and RVL transferred an aggregate amount of 2,710,707 Ordinary Shares of Diginex Limited, the successor securities to DSL ordinary shares, to the nine Rhino Investors as follows: (i) New Advent Sdn.Bhd received 100,860 Ordinary Shares, (ii) Ayle Ventures Limited received 167,280 Ordinary Shares, (iii) Duvin Limited received 935,407 Ordinary Shares, (iv) Carl Stephen George received 455,100 Ordinary Shares, (v) Ching Kuen Franklin Heng received 83,640 Ordinary Shares, (vi) Harley Street Medical Doctors Limited received 421,480 Ordinary shares, (vii) Chung-Mei Hsu received 67,240 Ordinary Shares, (viii) LVS Capital Partners Limited received 202,540 Ordinary Shares and (ix) David Nicholson received 277,160 Ordinary Shares. Other than Natalia Pelham, who is our Chairman’s wife, the Rhino Investors are not related to Mr. Pelham nor are they affiliates to the Company. As of the date of this Annual Report on Form 20-F RVL holds 7,640,247 Ordinary Shares.

Pursuant to a written convertible loan agreement, dated September 30, 2024 (the “RVL Loan”) RVL agreed to loan DSL, Diginex Limited’s wholly owned subsidiary, up to $3 million. Diginex Limited and RVL agreed that RVL would convert the $3 million RVL Loan into Ordinary Shares upon the pricing of the IPO at the IPO offering price and Diginex Limited granted RVL certain registration rights with respect to such converted shares. The RVL Loan is attached to this Annual Report on Form 20-F as Exhibit 4.7. On January 6, 2025, DSL and RVL entered into a written agreement to modify and amend the RVL Loan to increase the amount RVL can loan DSL by $500,000 and on January 6, 2025, Diginex Limited and RVL entered into a written loan capitalization agreement whereby RVL agreed to convert a balance of the up to $3.5 million RVL loan to DSL into Ordinary Shares upon the pricing of the IPO at the IPO offering price and Diginex Limited granted RVL certain registration rights with respect to such converted shares (the “Modified RVL Loan”). The Modified RVL Loan is attached to this Annual Report on Form 20-F as Exhibit 4.8. Pursuant to the Modified RVL Loan, RVL may loan DSL up to $3.5 million and RVL shall convert up to $3.5 million under the Modified RVL Loan into Ordinary Shares upon the pricing of the IPO at the IPO offering price. Based on the IPO offering price of $4.10 per share, on January 21, 2025, RVL converted $3.0 million of the Modified RVL Loan into 731,707 Ordinary Shares. In exchange for RVL’s conversion of a minimum of $3.0 million of the Modified RVL Loan into Ordinary Shares, Diginex Limited has agreed to provide RVL registration rights with respect to the Ordinary Shares that RVL receives upon conversion of the Modified RVL Loan. The conversion of the Modified RVL Loan is in addition to the conversion of the RVL convertible loan note with a principal balance of $517,535.

On December 20, 2024, the Company registration statement on Form F-1 was declared effective by the SEC. This resulted in the conversion of all outstanding convertible loan notes into 2,347,134 Ordinary Shares and the outstanding Preferred Shares being converted into 2,583,820 Ordinary Shares on a one to one basis.

IPO

We completed our initial public offering on January 23, 2025. This resulted in the issuance of 2,250,000 Ordinary Shares for gross proceeds of $9,225,000. The underwriters in our initial public offering exercised the Over-Allotment option, which closed on January 27, 2025. This resulted in the issuance of 337,500 Ordinary Shares for gross proceeds of $1,383,750.

On January 23, 2025 the following warrants were issued by the Company in connection with the IPO to Rhino Ventures Limited (“IPO Warrants”):

1.	Tranche<br> 1 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $5.13 per share, which expire 6 months from January 23,<br> 2025
2.	Tranche<br> 2 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $6.15 per share, which expire 9 months from January 23,<br> 2025
3.	Tranche<br> 3 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $7.18 per share, which expire 12 months from January 23,<br> 2025
4.	Tranche<br> 4 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23,<br> 2025
5.	Tranche<br> 5 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January<br> 23, 2025
6.	Tranche<br> 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price $12.30 per share, which expire 24 months from January 23,<br> 2025

On May 6, 2025, Rhino Ventures Limited conveyed, transferred and assigned the following IPO Warrants to Nomas Global Investments-L.L.C-S.P.C.:

1.	Tranche<br> 4 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23,<br> 2025
2.	Tranche<br> 5 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January<br> 23, 2025
3.	Tranche<br> 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price $12.30 per share, which expire 24 months from January 23,<br> 2025

On June 24, 2025 Rhino Ventures advanced $5 million to Diginex and a further $3 million on July 4, 2025. The $8 million will be used to exercise Tranche 1 of the IPO Warrants held by Rhino Ventures, which will expire on July 23, 2025.

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The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. Such reports can also be found at the Diginex website at http://www.diginex.com

4.B.	Business Overview

Industry Background

“ESG” is a recent evolution in corporate sustainability thinking, and it encapsulates a series of Environmental, Social, and Governance-related criteria to measure and evaluate both business impacts as well as risks and opportunities.

-	Environmental<br> (E): This pillar focuses on a company’s impact on the natural environment as well as how it manages environmental risks and<br> opportunities. It includes considerations like carbon emissions, energy use, waste management, water conservation, biodiversity loss,<br> and compliance with environmental regulations.
-	Social<br> (S): This dimension focuses on a company’s impact on society and how it treats different groups of people, including employees,<br> suppliers, customers, and the communities where it operates. It also addresses people-related risks and opportunities for the company.<br> Key issues include workplace health & safety, diversity & inclusion, human rights and forced labor, data protection, and<br> community engagement.
-	Governance<br> (G): This component refers to the structures, processes and internal controls a company uses to guide its operations. Internally,<br> it encompasses leadership structures, executive pay, ethical and corporate guidelines, and decision-making processes. Externally,<br> it involves stakeholder engagement, compliance with regulations, and transparent disclosure practices.

Environmental (E): This pillar focuses on a company’s impact on the natural environment as well as how it manages environmental risks and opportunities. It includes considerations like carbon emissions, energy use, waste management, water conservation, biodiversity loss, and compliance with environmental regulations.

Social (S): This dimension focuses on a company’s impact on society and how it treats different groups of people, including employees, suppliers, customers, and the communities where it operates. It also addresses people-related risks and opportunities for the company. Key issues include workplace health & safety, diversity & inclusion, human rights and forced labor, data protection, and community engagement.

Governance (G): This component refers to the structures, processes and internal controls a company uses to guide its operations. Internally, it encompasses leadership structures, executive pay, ethical and corporate guidelines, and decision-making processes. Externally, it involves stakeholder engagement, compliance with regulations, and transparent disclosure practices.

In the modern business landscape, ESG considerations have emerged as paramount. Corporate governance, sustainability and the consideration of environmental and social concerns are not new to the business world, but as global ESG-related challenges like climate change, societal inequalities, and corporate scandals become more pronounced and understood, the importance of ESG reporting has soared. Key stakeholders, including consumers, investors, and regulators, now increasingly demand transparency and accountability on these fronts. With the introduction of mandated sustainability and supply chain due diligence reporting requirements, regulators, in Europe and elsewhere, are seeking a balanced approach to avoid overregulation in favor of an approach where sustainability supports the competitiveness of companies and industries.

There are differing needs for ESG disclosures:

-	Corporate<br> disclosure and ESG-related regulations are on the rise globally, with regulators increasingly mandating standardized and transparent<br> reporting of companies’ ESG performance to ensure stakeholders, particularly investors, have access to comprehensive, comparable,<br> and reliable information. The European Union and others, such as the United Kingdom and Singapore are moving to mandatory ESG disclosure<br> requirements from their previous voluntary stance. Whilst the European Union regulations have had a reduction in scope and a delay<br> in implementing it will still result in mandatory reporting.
-	Investor<br> interest in ESG is rising exponentially, reshaping the financial landscape and putting increased pressure on corporates to disclose<br> ESG performance data. The ESG investment industry currently represents somewhere between $30 and $40 trillion in assets under management<br> globally, and despite some recent performance wobbles and drawdowns, that number is expected to grow to between $35 and $50 trillion<br> by 2030. In turn, the global sustainable lending and bond market size has multiplied in the last years and is expected to keep<br> its pace.
-	Consumer<br> demands are putting additional pressure on transparency and ESG performance. Growing concerns about environmental challenges as well<br> as greater expectations around societal issues have brought sustainability into the mainstream. As a result, consumers increasingly<br> prioritize environmental and social responsibility in their purchasing decisions with a growing demand for sustainable products and<br> companies.

Corporate disclosure and ESG-related regulations are on the rise globally, with regulators increasingly mandating standardized and transparent reporting of companies’ ESG performance to ensure stakeholders, particularly investors, have access to comprehensive, comparable, and reliable information. The European Union and others, such as the United Kingdom and Singapore are moving to mandatory ESG disclosure requirements from their previous voluntary stance. Whilst the European Union regulations have had a reduction in scope and a delay in implementing it will still result in mandatory reporting.

Investor interest in ESG is rising exponentially, reshaping the financial landscape and putting increased pressure on corporates to disclose ESG performance data. The ESG investment industry currently represents somewhere between $30 and $40 trillion in assets under management globally, and despite some recent performance wobbles and drawdowns, that number is expected to grow to between $35 and $50 trillion by 2030. In turn, the global sustainable lending and bond market size has multiplied in the last years and is expected to keep its pace.

Consumer demands are putting additional pressure on transparency and ESG performance. Growing concerns about environmental challenges as well as greater expectations around societal issues have brought sustainability into the mainstream. As a result, consumers increasingly prioritize environmental and social responsibility in their purchasing decisions with a growing demand for sustainable products and companies.

A key characteristic of the ESG movement is its reliance on data and measurable metrics. In contrast to previous corporate sustainability movements (e.g., Corporate Social Responsibility “CRS”) which often involved self-regulated practices and policies, ESG is grounded on quantifiable and comparable data based on specific metrics to validate outcomes and performance. As such, regulatory pressures, investor interest and changing consumer demands are putting significant pressure on corporates to produce, manage and disclosure ESG performance data, relating to both their own business as well as their supply chain.

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As ESG becomes integral to business strategies, investor criteria, and regulatory compliance, there is a growing need for specialized tools to handle ESG data. As the volume and complexity of ESG data, disclosure and performance requirements increase, tools that can gather, analyze, and present this information in a cohesive manner that adheres to key requirements become indispensable. In an environment where ESG performance and disclosure can directly influence investor decisions, brand reputation, and regulatory compliance, having precise and comprehensive ESG software tools is crucial for businesses. Three prominent examples of ESG software include:

-	ESG<br> reporting and data management software, which generally facilitates the systematic collection, organization, and presentation of<br> a company’s ESG performance data. It provides a structured platform for businesses to document and report their sustainability<br> and ethical initiatives, ensuring transparency and adherence to established standards. Such software is instrumental in meeting the<br> increasing demands of stakeholders, regulators, and investors for comprehensive and verifiable ESG disclosures.
-	Carbon<br> management software, which generally helps businesses to quantify, monitor, and manage their Greenhouse Gas (GHG) emissions. By providing<br> insights into carbon-producing activities and their implications, this type of software typically aids in the formulation of strategies<br> to reduce carbon footprints. Companies use these tools to align with environmental standards, regulatory requirements, and sustainability<br> goals.
-	Supply<br> chain sustainability software, which generally assists companies in overseeing the sustainability practices within their supply chain,<br> providing tools to evaluate and ensure that suppliers and partners adhere to prescribed ethical, environmental, and social standards.<br> By providing a holistic view of the supply chain’s sustainability performance, this type of software supports companies in<br> maintaining integrity throughout their operations, mitigating risks and reinforcing commitment to responsible sourcing and production.

ESG reporting and data management software, which generally facilitates the systematic collection, organization, and presentation of a company’s ESG performance data. It provides a structured platform for businesses to document and report their sustainability and ethical initiatives, ensuring transparency and adherence to established standards. Such software is instrumental in meeting the increasing demands of stakeholders, regulators, and investors for comprehensive and verifiable ESG disclosures.

Carbon management software, which generally helps businesses to quantify, monitor, and manage their Greenhouse Gas (GHG) emissions. By providing insights into carbon-producing activities and their implications, this type of software typically aids in the formulation of strategies to reduce carbon footprints. Companies use these tools to align with environmental standards, regulatory requirements, and sustainability goals.

Supply chain sustainability software, which generally assists companies in overseeing the sustainability practices within their supply chain, providing tools to evaluate and ensure that suppliers and partners adhere to prescribed ethical, environmental, and social standards. By providing a holistic view of the supply chain’s sustainability performance, this type of software supports companies in maintaining integrity throughout their operations, mitigating risks and reinforcing commitment to responsible sourcing and production.

The market for ESG software is experiencing rapid growth and is expected to keep its pace over the coming years.

-	The<br> global market spends on ESG reporting software is expected to grow from over $1.3 billion in 2023 to over $5.6<br> billion in 2029, at a compound annual growth rate (“CAGR”) of 26%. Industries with complex supply chains –<br> particularly manufacturing, and wholesale and retail trade – are expected to have the highest growth rates between 2023<br> and 2029. ^1^
-	The<br> carbon management software market grew from USD 13.08 billion in 2024 to USD 14.98 billion in 2025. It is expected to continue growing<br> at a CAGR of 13.93%, reaching USD 28.63 billion by 2030. ^2^
-	The<br> global supply chain sustainability software market was valued at approximately USD 1.7 billion in 2023 and is projected to grow to<br> USD 6.8 billion by 2028, reflecting a CAGR of 32% ^3^

As ESG becomes increasingly important, companies are not only looking for software to gain operational efficiencies and streamline their reporting, data management, and compliance processes. Corporates are also increasingly relying on consulting services to support them in their sustainability and ESG programs. ESG consulting covers a wide range of services, including support for ESG and sustainability corporate strategy, digital transformation, corporate reporting and disclosures, operational transformation, product stewardship and supply chain sustainability, among others. In par with the software market, investment in ESG and sustainability consulting reached USD 11.5 billion in 2022, expected to grow to USD 48 billion by 2028 at a CAGR of 27%. ^1^

Going forward, technological innovations like AI are expected to keep driving market growth, making data collection and analysis more nuanced. Additionally, as ESG becomes a global standard, emerging markets will also substantially contribute to the growth, requiring businesses worldwide to adopt ESG reporting tools.

^1^Verdantix Market Size And Forecast: ESG Reporting Software 2023-2029 (Global)

^2^Carbon Management Software Market by Component, Deployment Mode, Enterprise Size, Organization Type, Application, End UserIndustry - Global Forecast to 2030

^3^Verdantix Green Quadrant: Supply Chain Sustainability Software 2024

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Industry Regulation

On the regulatory side, corporate disclosure and ESG-related disclosure mandates are on the rise globally, with regulators increasingly mandating standardized and transparent reporting of companies’ ESG performance to ensure stakeholders, particularly investors, have access to comprehensive, comparable, and reliable information. The European Union and the US currently lead in regulatory developments, starting with a focus on financial market participants, large corporations and climate-related disclosures. As demand for ESG transparency grows, regulators worldwide are tightening policies to standardize disclosures and practices. Governments and financial bodies are developing frameworks to ensure consistent, reliable, and comparable ESG data, empowering investors and holding companies accountable for their environmental and social impacts. The regulatory landscape is dynamic, with varying approaches across regions driven by local market needs, creating a complex environment where companies must navigate stricter rules while maintaining their competitive edge in an increasingly volatile market. Some of the most relevant regulatory developments around the world are:

● EU CSRD, the EU Taxonomy and EU CSDDD: The European Union has introduced significant updates to its sustainability frameworks, including the Corporate Sustainability Reporting Directive (CSRD), EU Taxonomy, and Corporate Sustainability Due Diligence Directive (CSDDD), through the Omnibus Simplification Package proposed on February 26, 2025. The CSRD, effective for large companies from 2024 (reports due in 2025), now focuses on reporting obligations on firms with over 1,000 employees to reduce administrative burdens, with simplified European Sustainability Reporting Standards (ESRS). The EU Taxonomy’s reporting is proposed to be voluntary for smaller firms, with only large companies (over 1,000 employees and €450 million turnover) required to disclose alignment. The CSDDD, effective July 25, 2024, mandates human rights and environmental due diligence for large companies, but its scope has been narrowed to direct suppliers, with implementation delayed to 2028–2029 and civil liability provisions softened. These changes aim to streamline compliance while maintaining EU Green Deal ambitions, though concerns remain about reduced transparency and weakened accountability.

● EU SFDR: The EU Sustainable Finance Disclosure Regulation (SFDR), effective since March 2021, is undergoing a significant review to address challenges like legal ambiguity, data availability, and greenwashing risks. In December 2024, the EU Platform on Sustainable Finance proposed a new categorization scheme with three product labels: “Sustainable,” “Transition,” and “ESG Collection,” each with minimum criteria to enhance clarity and investor trust. The European Commission launched a Call for Evidence in May 2025, with a deadline of May 30, 2025, to gather feedback on refining SFDR, aiming for alignment with the Corporate Sustainability Reporting Directive (CSRD) and other regulations. A revised SFDR proposal is expected in Q4 2025, focusing on simplifying requirements, improving transparency, and potentially introducing a formal labeling system.

● Stock Exchange ESG disclosure mandates: As of January 2025, the global landscape of Environmental, Social, and Governance (ESG) disclosure requirements has continued to evolve significantly. Currently, 38 stock exchanges mandate ESG disclosure as a listing requirement, while 72 others provide guidance on ESG reporting, highlighting a clear trend towards increasing mandatory ESG reporting across financial markets. Countries with stock exchanges requiring ESG disclosure now include Argentina, Austria, Belgium, Croatia, Egypt, France, Greece, India (with ongoing discussions around ESG disclosure regulations), Indonesia, Ireland, Italy, Jordan, Kazakhstan, Kenya, Kyrgyzstan, Luxembourg, Malaysia, Morocco, Namibia, Netherlands, Nigeria, Peru, Philippines, Portugal, Singapore, South Africa, Spain, Switzerland (with amendments to climate disclosure laws under consultation), Thailand, Turkey, the United Arab Emirates (with emissions disclosure mandates taking effect in May 2025), the United Kingdom, the United States (where the SEC’s climate-related disclosure rule is delayed due to legal challenges), Vietnam, and Zimbabwe. Notably, Hong Kong will require all Main Board issuers to disclose Scope 1 and Scope 2 greenhouse gas emissions starting January 1, 2025, with Scope 3 disclosures mandatory for large-cap issuers beginning in 2026. This expanding global shift towards mandatory ESG disclosure reflects the increasing importance of sustainability considerations in investment decision-making and corporate governance practices.

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● ISSB: In November 2021, the International Financial Reporting Standards (IFRS) Foundation established the International Sustainability Standards Board (ISSB) to become the global standard-setter for sustainability disclosures in financial markets. The ISSB consolidates the work of various initiatives into a single entity and has received strong endorsements from the G7, G20, and the International Organization of Securities Commissions (IOSCO), with regulatory bodies worldwide adopting and aligning their regulations with the ISSB’s framework. In 2023, the ISSB issued its inaugural global sustainability standards, aiming to unify sustainability reporting and improve transparency, consistency, and accountability across global markets. Countries and regions around the world are adopting the ISSB standards, though the integration process varies. Different jurisdictions are adopting the standards at different rates, influenced by factors such as market size, economic conditions, and existing reporting frameworks. The implementation timelines also differ based on the unique needs of each region.

The Asia-Pacific (APAC) region is leading the way in adopting ISSB standards. Countries such as Australia, China, Japan, Hong Kong, India, New Zealand, Singapore, and Taiwan are either aligning their regulations with the ISSB standards or have already incorporated them. For example, Australia is aligning with the ISSB through the Australian Securities and Investments Commission (ASIC) and the Australian Stock Exchange (ASX), with mandatory climate-related reporting set to begin in 2025. In Hong Kong, Main Board issuers will be required to disclose climate-related impacts in line with ISSB standards starting in 2025. Japan has adopted the ISSB guidelines as part of its sustainability reporting framework, and China is gradually integrating these standards, with certain sectors expected to align soon. Singapore plans to introduce mandatory climate-related reporting by 2025, starting with listed companies, which will report on Scope 1 and Scope 2 emissions, with Scope 3 reporting phased in. Large non-listed companies will follow in 2027. In Europe, the European Union (EU) is aligning its Corporate Sustainability Reporting Directive (CSRD) with ISSB standards. Countries such as France and Germany have already enacted regulations that reflect these global guidelines. The United Kingdom has also aligned its reporting framework with ISSB standards post-Brexit, ensuring UK-listed companies meet global sustainability reporting requirements. The United States is still in the process of aligning its regulations with the ISSB standards, as the SEC’s rules have faced legal challenges and delays, meaning the adoption timeline has been slower compared to other jurisdictions that have embraced ISSB standards. In Africa, countries like South Africa and Kenya are adopting the ISSB standards to enhance corporate accountability. South Africa has already aligned its reporting regulations with ISSB, positioning itself as a leader in ESG disclosure on the continent.

The global adoption of ISSB standards is expected to improve the reliability and comparability of ESG disclosures, making it easier for investors and other stakeholders to evaluate companies’ sustainability practices. As more regions adopt these standards, the ISSB will play a key role in standardizing global corporate reporting and enabling better investment decisions aligned with sustainable development goals.

● SEC Climate Disclosure Rules: As of May 2025, SEC climate disclosure rules are effectively on hold. Initially adopted in March 2024, these rules mandated that public companies disclose climate-related risks and greenhouse gas emissions. However, they faced immediate legal challenges and were temporarily stayed by federal courts. In March 2025, the SEC voted to cease defending the rules in court, citing concerns over their cost and intrusiveness. Subsequently, in April 2025, the U.S. Court of Appeals for the Eighth Circuit ordered the litigation to be held in abeyance and directed the SEC to report by July 23, 2025, on whether it intends to review or reconsider the rules. While the rules have not been formally rescinded, their future remains uncertain, and enforcement is currently paused.

● UFLPA: The Uyghur Forced Labor Prevention Act (UFLPA), directs the Forced Labor Enforcement Task Force to develop a strategy for supporting enforcement of the prohibition on the importation of goods into the United States manufactured wholly or in part with forced labor in the People’s Republic of China, especially from the Xinjiang Uyghur Autonomous Region, or Xinjiang. The UFLPA has been effective since June 2022, and requires importers to review their supply chains, instate reliable measures to ensure compliance with the UFLPA, and be prepared to respond to inquiries from US Customs and Border Protection (CBP) with sufficient evidence to demonstrate that their goods were not mined, produced, or manufactured wholly or in part by forced labor. This can include documentation showing a due diligence system or process, evidence of tracing the supply chain from raw materials to the imported good, and other credentials demonstrating supply chain management measures.

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IndustryCompetitive landscape

As regulators worldwide issue new sustainability directives, the market for ESG services and software that helps companies with ESG data management and disclosure compliance efforts has blossomed. These solutions typically offer the features and resources required to gather, examine, and report on ESG data, assisting businesses in adhering to regulations and effectively promoting their sustainability initiatives. This ensures that businesses can effectively meet regulatory obligations while also monitoring their progress toward ESG goals.

The ESG reporting and data management software landscape today is somewhat fragmented and quickly evolving. Three key factors provide a useful lens through which to segment and understand the current landscape. From a positioning or heritage perspective, the market features a mix of legacy enterprise software companies, dedicated ESG tech start-ups, and consulting and auditing firms with ESG tech capabilities.

Across these companies, ESG providers will typically offer either integrated ESG platforms offering end-to-end reporting capabilities*, specialized point solutions* focusing on a specific horizontal or vertical functionality across the E, S and G, or Financial ESG and portfolio intelligence, offering financially relevant ESG data points. Additionally, ESG solution providers can be split according to their target audience, with a clear distinction between solutions targeted at financial institutions and regular corporates and between those aimed at large and complex enterprises or small and medium sized enterprises (SMEs).

Legacysoftware: Traditional and typically large software titans emerging from either the environment, health, safety, and quality (EHS&Q), Financial reporting or Enterprise Resource Planning (ERP) software markets, who are now venturing into ESG realms. They generally offer intricate and comprehensive solutions cutting across several horizontal functionalities, specializing in select ESG verticals, aimed at large enterprise customers across industries, with complex structures and needs. The annual cost for these solutions range widely, as offerings tend to be highly customizable, but given the target audience it often goes up to the hundreds of thousands dollars a year.

●	EHS&Q software generally<br> focuses on risk management, workplace health and safety, and quality control within daily operations, mainly catering to industries<br> with significant operational and regulatory risks. Wolters Kluwer’s Enablon, Sphera, Quentic, Intelex, Cority, or VelocityEHS,<br> are traditional EHS&Q solution providers strategically repositioning themselves to partially rebrand to focus more broadly on<br> ESG as a material revenue opportunity. This segment typically has in-depth knowledge of specific ESG issues (e.g., Health & Safety)<br> but may lack know-how and capabilities across the broad spectrum of ESG and are typically focused on risk management and compliance<br> rather than reporting.
●	Enterprise Resource<br> Planning (ERP) software solutions are generally comprehensive, integrated systems designed to manage a business’ core<br> functions and processes, such as finance, human resources, supply chain, manufacturing, and customer relations. Traditional ERP vendors<br> like SAP, Salesforce, Oracle and even Microsoft are adding ESG data modules to their enterprise solutions. These types of solutions<br> typically shine in capabilities like complex data management and integrations but lack experience and ESG-specific know-how.
●	Financial reporting<br> software, distinct yet sometimes integrated into ERPs, specifically caters to the generation, analysis, and presentation of financial<br> data and statements, ensuring compliance with accounting standards and regulations. These firms are actively increasing the depth<br> and breadth of non-financial KPIs on offer, integrating ESG into their core product suite (E.g. Cube, Insight Software, or Workiva).<br> Already recognized in their core area, they are now also slowly establishing themselves in the sustainability field.

●

EHS&Q software generally focuses on risk management, workplace health and safety, and quality control within daily operations, mainly catering to industries with significant operational and regulatory risks. Wolters Kluwer’s Enablon, Sphera, Quentic, Intelex, Cority, or VelocityEHS, are traditional EHS&Q solution providers strategically repositioning themselves to partially rebrand to focus more broadly on ESG as a material revenue opportunity. This segment typically has in-depth knowledge of specific ESG issues (e.g., Health & Safety) but may lack know-how and capabilities across the broad spectrum of ESG and are typically focused on risk management and compliance rather than reporting.

●

Enterprise Resource Planning (ERP) software solutions are generally comprehensive, integrated systems designed to manage a business’ core functions and processes, such as finance, human resources, supply chain, manufacturing, and customer relations. Traditional ERP vendors like SAP, Salesforce, Oracle and even Microsoft are adding ESG data modules to their enterprise solutions. These types of solutions typically shine in capabilities like complex data management and integrations but lack experience and ESG-specific know-how.

●

Financial reporting software, distinct yet sometimes integrated into ERPs, specifically caters to the generation, analysis, and presentation of financial data and statements, ensuring compliance with accounting standards and regulations. These firms are actively increasing the depth and breadth of non-financial KPIs on offer, integrating ESG into their core product suite (E.g. Cube, Insight Software, or Workiva). Already recognized in their core area, they are now also slowly establishing themselves in the sustainability field.

ESGTech Start-ups: ESG tech startups have rapidly emerged over the past years, driven by the growing demand for specialized technology solutions for efficiency and automation in reporting. These startups leverage cutting-edge technologies such as AI, blockchain, and big data analytics to help companies monitor, measure, and report ESG metrics more accurately and efficiently. Their capabilities include carbon accounting, regulatory reporting aligned with global frameworks like GIR, CSRD, or SASB, and automated risk assessment tools. Some solution providers, such as Diginex, also offer stakeholder engagement tools. Agile and innovative by design, ESG tech startups are filling the gaps left by legacy systems, making ESG integration more accessible especially for small and medium enterprises seeking to future-proof their operations in an evolving regulatory and investor landscape.

Consultingand Audit firms with tech capabilities: This group captures traditional and often large consulting and audit companies that are quickly developing ESG capabilities both in terms of services (E.g. ESG advisory and assurance) and software. As ESG consulting projects increasingly require granular sustainability data and sophisticated software to amalgamate these data for strategic monitoring and compliance, consultancy firms increasingly need expertise and technical ability to create a suitable offering. As such, many of the major players have partnered with existing, typically legacy solutions to fill the need. These companies tend to offer a large variety of consulting services now in combination with ESG software tools, generally aimed at large multinationals and at high costs.

Some examples include, EY engaged Wolter Kluwer’s’ Enablon, a legacy global leader in integrated risk, operational risk and EHS management software, to use their technology to help provide organizations with end-to-end management and reporting of ESG data^4^. Bain and Company announced the backing of ESG Flo in 2023, an ESG data management solution focused on manufacturing, real estate, construction, retail, technology and healthcare. The firm was renamed as Tracera in 2025^5^. PwC is working with legacy ESG performance and risk management software provider Sphera, backed by Blackstone in 2022^6^. **** Deloitte announced its partnership with Informatica and Workiva on New ESG Data and Reporting Ecosystem in 2024^7.^

^4^https://www.ey.com/en_gl/alliances/enablon

^5^https://www.esgdive.com/news/bain-data-infrastructure-tool-esg-flo-nets-525m-seed-funding-sec-csrd/698630/

^6^https://sphera.com/company/news/sphera-supports-decarbonization-in-financial-services-with-spheracloud-corporate-sustainability-portfolio-management-solution-for-financed-emissions-to-meet-pcaf-and-ghg-protocol-reporting-sta/

^7^ https://www.esgtoday.com/deloitte-partners-with-informatica-workiva-on-new-esg-data-and-reporting-ecosystem/

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The fragmented ESG reporting and data management landscape has seen some consolidation with acquisitions of Accuvio by Diligent (2021), Metrio by Nasdaq (2022), Greenstone by Cority (2023), Celsia by ISS (2024). Stand-alone solution providers are adapting in response to the evolving ESG data and technology landscape to stay either hyper specialized or broaden their focus from a single target market segment towards the coverage of the broader ecosystem.

There is no single typology of ESG solutions providers. One way to categorize is based on scope, specialization, and user focus as per the following:

●	At<br> the forefront are integrated ESG data platforms offering end-to-end capabilities from<br> data capture and validation to analytics and multi-framework reporting. These platforms,<br> such as Workiva, Novisto, Greenstone (now Cority), and diginexESG are increasingly seen as<br> “ESG ERPs,” becoming the system of record for sustainability data across the<br> enterprise.
●	Alongside<br> these are specialized point solutions that focus deeply on individual ESG themes. Carbon<br> and climate management platforms, including Watershed, Greenly, and Plan A, remain a highly<br> active segment due to the need for emissions tracking, net-zero planning, and regulatory<br> alignment. Companies such as Greenomy focus on specific regulatory requirements, such as<br> the EU CSRD. Others, like Ulula (now Ecovadis) and diginexLUMEN and diginexAPPRISE focus<br> on the social dimension, particularly human rights due diligence and labor risk assessment.
●	Financial<br> ESG and portfolio intelligence tools, such as Novata, Clarity AI, and Arabesque S-Ray, are<br> designed primarily for investors and financial institutions, enabling asset-level ESG analysis,<br> impact scoring, and compliance with regulations like SFDR. These ESG data infrastructure<br> providers also include firms such as ESG Book, Matters, Refinitiv, and Bloomberg ESG. They<br> play a critical role by aggregating, verifying, and distributing ESG data via APIs and feeds<br> that power both internal systems and external disclosures.

●

At the forefront are integrated ESG data platforms offering end-to-end capabilities from data capture and validation to analytics and multi-framework reporting. These platforms, such as Workiva, Novisto, Greenstone (now Cority), and diginexESG are increasingly seen as “ESG ERPs,” becoming the system of record for sustainability data across the enterprise.

●

Alongside these are specialized point solutions that focus deeply on individual ESG themes. Carbon and climate management platforms, including Watershed, Greenly, and Plan A, remain a highly active segment due to the need for emissions tracking, net-zero planning, and regulatory alignment. Companies such as Greenomy focus on specific regulatory requirements, such as the EU CSRD. Others, like Ulula (now Ecovadis) and diginexLUMEN and diginexAPPRISE focus on the social dimension, particularly human rights due diligence and labor risk assessment.

●

Financial ESG and portfolio intelligence tools, such as Novata, Clarity AI, and Arabesque S-Ray, are designed primarily for investors and financial institutions, enabling asset-level ESG analysis, impact scoring, and compliance with regulations like SFDR. These ESG data infrastructure providers also include firms such as ESG Book, Matters, Refinitiv, and Bloomberg ESG. They play a critical role by aggregating, verifying, and distributing ESG data via APIs and feeds that power both internal systems and external disclosures.

Across all the categories, AI-enhanced features and platforms are gaining momentum, using machine learning and generative AI to automate disclosure mapping, simulate risk scenarios, and accelerate sustainability decision-making. This landscape reflects several broader shifts: a move toward real-time, auditable data; increasing integration of AI for efficiency and predictive insights; growing focus on the “S” and “G” dimensions of ESG; and the emergence of affordable, modular platforms accessible to SMEs.

OurBusiness Lines

Diginex currently offers several products, diginexESG, diginexCLIMATE, diginexLUMEN, diginexADVISORY and diginexPARTNERS. Revenues from diginexPARTNERS has traditionally until the year ended March 31, 2025 been the largest revenue contributor for Diginex however, revenues from this business line have been decreasing as we made the decision to focus on recurring revenues from software subscriptions for diginexESG, diginexCLIMATE and diginexLUMEN which are recurring in nature. diginexESG has the largest user base of our products but the annual subscription price is lower than that of diginexLUMEN. DiginexLUMEN was the lowest contributor to revenue over the past three fiscal years. We have seen an increased demand for white label solutions and this sales type contributed the largest component of revenue in the year ended March 31, 2025. diginexADVISORY offers bespoke solutions for clients and revenues are typically based on the number of days to compete the assigned task. diginexADVISORY clients tend to also be either diginexESG or diginexLUMEN clients.

Diginex has clients in over 20 countries. In the year ended 2025, US$0.9 million (44%) of annual revenue was generated in India from the sale of software license. The remainder of revenue was spread between United States of America (US$0.3 million, 17% of revenue), United Arab Emirates (US$0.2 million, 8% of revenue), Hong Kong (US$0.1 million, 5% of revenue) and Singapore (US$0.2 million, 11% of revenue). Revenues in the United States of America is driven by a project categorized under diginexPartners.

There is no seasonality impact on the demand for any of Diginex’s products or services.

Revenue generated from each business line for the years ending March 31 (in millions):

	2025	2024	2023

DiginexESG/LUMEN
DiginexADVISORY
DiginexPARTNERS
Total

All values are in US Dollars.

diginexESG& diginexCLIMATE

Diginex maintains a core hypothesis that companies should spend more time improving their sustainability performance than reporting on it. That is one of the main reasons that we have created an intuitive, fast, and affordable ESG reporting tool that facilitates the entire process and supports companies regardless of their size, industry, or sustainability experience.

diginexESG is an ESG reporting platform that facilitates the key processes involved in corporate ESG reporting journeys through a 5 -step journey. The platform leverages data driven intelligence also referred to as machine learning to automate the generation of a materiality assessment; the topics which each company should consider reporting on based on their profile. The creation of the materiality assessment involves algorithmic matching to a variety of data sources including the manual input of reporting requirements by the client’s own stakeholders. This process can be expensive and lengthy if conducted through traditional consultants. It is typical then to engage in a process of stakeholder engagement to collect feedback from different groups inside and outside the company on which topics are important to them. These groups could include employees, investors, board members and customers. diginexESG helps facilitate large scale outreach to and data collection from these groups of stakeholders. Within the platform there are 19 frameworks and reporting standards from which companies can choose to report against. The platform then breaks down the reporting process by indicator and allows for direct data entry or the assignment of indicators to different data contributors from both inside and outside the company (for example, indicators relating to workforce metrics may be assigned to the company’s HR team). This transparent digital workflow process drives efficiency and allows companies to move away from email and excel data collection. Once the data collection process is finalized, companies can seamlessly generate an output from within the platform by leveraging the report generation engine. The last step prior to report finalization and publishing is to seek approval from the appropriate people (i.e. CEO, Board, CFO, external auditor). The blockchain-enabled audit files help with this sign-off process by allowing approvers to see full data provenance around each indicator. The report is then ready to be issued and shared through PDF, Word or Excel.

Blockchain is utilized within our ESG reporting platform as an immutable source of events history. The platform posts records to the public blockchain (Tezos) regarding the key events that occur on the platform such as data upload, data edit and report approval to support client investigations and audit. Without this blockchain feature, the investigations and audit procedure are still possible but would require a more manual and time-consuming review of data provenance.

Diginex has secured government funding from the Hong Kong government to develop AI functionality within diginexESG. The funding is not material but the recognition of Diginex by the Hong Kong government as a leading tech provider is deemed material by Diginex. This development work is done in collaboration with a leading financial institution and leverages OpenAI’s platform. The initial focus is on helping companies comply with sustainability disclosure requirements set by the International Sustainability Standards Board (ISSB) and International Financial Reporting Standards (IFRS), which are increasingly being mandated for companies involved in global ESG reporting.

diginexCLIMATE, a module of diginexESG, supports a company’s broader ESG efforts by allowing businesses to calculate, track and improve their carbon footprint. Companies can also use the platform to collect, benchmark and get a portfolio view on the carbon footprint of their clients, suppliers, or assets.

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Salesand Marketing

Commercial efforts are driven by a combination of i) inbound leads generated by social media activity primarily on LinkedIn, ii) targeted outbound activity by leveraging lead generation tools focused on specific industries, countries and lead profiles (for example, Chief Financial Officers in mid-sized UK based Industrials companies), and iii) referrals through our channel partners such as HSBC. The referrals via channel partners commenced in 2022 following a successful six month program with HSBC in the Middle East. Since initial engagement with channel partners to the date of this Annual Report on Form 20-F, Diginex has generated more than $250,000 from HSBC.

On July 2022, DSL and HSBC Global Services (UK) Limited entered into an agreement whereby HSBC would refer clients to diginexESG and in return Diginex would apply a 20% discount to the subscription price for clients referred by HSBC. Diginex will contract directly with those clients referred. This agreement covered HSBC clients in the United Kingdom and Hong Kong. In September 2024, this agreement was extended to December 31, 2027 on the same terms.

On November 2024, DSL and HSBC Technology & Services (USA) Inc. entered into an agreement whereby HSBC would refer clients to diginexESG and in return Diginex would apply a 50% discount to the subscription price for clients referred by HSBC. Diginex will contract directly with those clients referred. This agreement covered HSBC clients in the USA. The agreement is effective from January 1, 2025 to December 31, 2027. Copies of the HSBC Agreements are attached hereto as Exhibit 4.16.

Diginex also has a channel relationship with Fitch Ratings, but to date it has not generated revenues. More recently Diginex has entered into strategic relationships with accounting firms such as Russell Bedford and Baker Tilly in Singapore, as detailed below. For sales via channel partners, we typically retain between 50%-70% of the revenue generated. We also actively attend events and conferences both as speakers and as conference exhibitors, which generates inbound interest. Our social media is mostly concentrated through our company LinkedIn channel with regular postings.

We continue to grow our sales team, and we expect to increase the number of sales professionals in multiple locations around the world. Currently, the Sales team consists of two dedicated sales employees based in the United Kingdom who are supported by subject matter experts to assist in closing sales and building strategic relationships.

We also rely on the active account management of existing customers by our customer success team through both cross-selling and upselling.

RecentDistribution Agreements

RussellBedford

On March 1, 2025, Diginex entered into a strategic relationship agreement (the “RB Agreement”) with Russell Bedford, a globally recognized network of independent accounting and consulting firms with nearly 400 offices and a global team of 1,000 partners and 10,000 professionals, Russell Bedford provides trusted advisory services worldwide. Pursuant to the RB Agreement, Russell Bedford shall use its trusted global presence to market and sell the diginexESG platform to support and enhance the service offerings of the firms serviced by Russell Bedford. By combining Diginex’s cutting-edge technology with Russell Bedford’s expertise in accounting, audit, tax and consulting, the collaboration is expected to empower businesses worldwide to streamline ESG reporting, enhance compliance, and unlock the commercial benefits of sustainability.

AikyaBusiness Solution Private Limited Agreement

On March 17, 2025, Diginex entered into a strategic relationship agreement (the “Aikya Agreement”) with Aikya Business Solution Private Limited (“Aikya”), a leading AI and big data technology company with around 2.5 million users. Pursuant to the Aikya Agreement, Aikya agrees to launch Diginex’s award-winning ESG reporting platform, diginexESG, in Malaysia with an upfront license fee tranche. This collaboration aims to empower Malaysian businesses to enhance ESG transparency, streamline compliance, and drive sustainable finance initiatives in alignment with Malaysia’s sustainability goals. A copy of the Licensed Software Agreement and the Maintenance and Services Agreement between the Company and Aikya are attached hereto as Exhibit 4.19.

BakerTilly Singapore Agreement

On April 15, 2025, Diginex entered into a strategic relationship agreement (the “BT Agreement”) with Baker Tilly Singapore, a globally recognized advisory, tax and assurance firm. Baker Tilly Singapore agrees to market and sell diginexESG to support and enhance the service offerings provided by Baker Tilly Singapore.

Clients

diginexESG was initially created with a specific client demographic in mind; small to mid-sized enterprises who are new to ESG and climate reporting and with limited budgets or bandwidth to engage in a complex and new process. ESG reporting encompasses a broad range of economic, environmental, and social disclosures, traditionally with a focus on how a business impacts the world and key stakeholders. ESG reporting, influenced primarily by investor demands, is a subset of sustainability reporting that specifically focuses on how Environmental, Social and Governance aspects impact a company or investment. ESG reporting provides a standardized framework and metrics to assess a company’s non-financial performance and risk management, often with a more direct link to financial outcomes. The offering of a software solution to easy the ESG reporting process appealed to much larger organizations such as commercial banks (HSBC), ratings agencies (Fitch Ratings), and professional service companies (Russell Bedford and Baker Tilly) who increasingly needed to not only report on their own activities but also collect sustainability data from the many SMEs that they worked with, for sustainability linked loans, responsible underwriting, to better understand regulatory risk or to widen the scope of consultancy services offered in the case of professional services companies.

The ability to scale diginexESG easily and affordability by disintermediating potentially expensive consultants from the process continues to be a compelling unique selling point as demonstrated by HSBC’s decision to partner with us in order to engage their SME customer base.

Since diginexESG launched in 2020, we have continued to add features which have also appealed to large caps with more complex hierarchical structures and data reporting requirements. This has included private equity funds with multiple portfolio companies and the need to aggregate data reporting up to a limited partner, as well as conglomerates with separate business units across different industries. Prior to the launch of diginexESG, Diginex focused primarily on customization projects via diginexPartners.

As referred to above, we continue to add features to diginexESG and also diginexLUMEN by utilizing the benefits of our hybrid working model for technology and design. Conceptual work and prototyping are broadly sourced internally through our team of product managers, analysts and technical leads. Our outsourced IT engineering team in Vietnam then provides robust dedicated teams of software engineers and quality assurance analysts for actual implementation of production features with the oversight and governance of the internal Diginex team. Currently, the majority of software engineers and quality assurance analysts are outsourced. Ultimately, the accountability for production launches of new features and products sits with the internal infrastructure and development operations management within Diginex.

Also included in diginexESG is access to diginexCLIMATE our proprietary carbon footprint calculator based on GHG protocols which, again, is similarly targeted at companies who are new to ESG reporting.

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Competitionand Pricing

diginexESG is deliberately priced to be accessible to companies of all sizes. Originally starting at US$99/user/month in December 2020, the product now starts from US$5,000 per annum and includes licenses for up to 3 users. This increase reflects the maturation and growing features that we now offer. The pricing of diginexESG will be periodically reviewed as we continue to add additional features. A diginexESG license is typically sold for a 12 month period.

In contrast, many ESG reporting platforms in the market are characterized by relatively high-cost software designed more for large companies who have both the required budget and also in-house sustainability consultants with the expertise to be able to operate and understand complex sustainability software products.

As a further point of differentiation, we currently offer a self-guided 7-day free trial to diginexESG for prospective clients to try the software prior to subscribing for a license whilst most comparable offerings in the market require engagement with a sales representative first.

In addition to being an intuitive and accessible Business to Business (“B2B”) SaaS platform, our underlying ISO and SOC 2-certified infrastructure and architecture means diginexESG can and has passed rigorous and time-consuming bank-grade technology security review processes, which adds a competitive advantage to our product.

The market landscape for diginexCLIMATE is fast becoming commoditized with consolidation amongst competing offerings likely particularly as companies look to achieve global coverage.

GovernmentRegulation

Our products themselves are not currently regulated, but rather Diginex offers software solutions so that companies can track and report on the ever-growing sustainability disclosure requirements put in place by many global regulators i.e. stock exchanges. diginexESG offers 17 reporting frameworks across 77 industries that allow companies to generate reports that align to either mandatory or recommended public company listing requirements.

diginexLUMEN

diginexLUMEN helps companies to undertake human rights due diligence in complex supply chains at scale. Supplier information is validated against worker feedback and automated risk calculations that enables companies to prioritize issues for mitigation and prevention of adverse impacts together with improvement efforts.

Traditionally, technologies used by global brands, consultancies, and international organizations to understand, identify, and manage business and human rights have mainly been standalone worker voice (e.g. grievance mechanism case handling), supply chain management or supplier management, or research surveys software. diginexLUMEN is strongly positioned within the market in that it has the capability to bring together these standalone technologies, in order, to map tiers (supply chain management software) identified through a self-assessment questionnaire completed by suppliers (deployed as a survey), which is triangulated against data collected through an interactive, application-based worker voice technology. In addition, diginexLUMEN is powerful in that it highlights human rights risks due to business practices: firstly, through assigning risk-based scoring to responses, and secondly, by triangulating business and worker responses to demonstrate inconsistencies. Suppliers complete a pre-created questionnaire set which typically incorporates scoring, weighting and conditional logic. Answers often require the upload of supporting documentation. diginexLUMEN customers can also create their own customized questionnaires. At the same time, workers are being asked similar questions via diginexAPPRISE which are designed to validate the answers given by the suppliers. Leveraging a proprietary scoring methodology, risk scores are then assigned to suppliers based on their answers as well as the discrepancies, if any, between their answers and the answers of the workers. Lastly, improvement plans are automatically generated which diginexLUMEN customers then deploy to suppliers and can observe the subsequent corrective action. A high level example may be that a supplier declares that they will conduct mandatory safety training for all new hires, however data collected via diginexAPPRISE directly from workers indicates that new hires often do not receive any safety training during their onboarding. A high risk score is assigned to this specific indicator and an improvement plan is automatically generated for the supplier to follow and demonstrate corrective action.

diginexAPPRISE as a standalone worker voice technology product is distinct from other survey software as it has been developed to reach informal workers (often seasonal workers without formal employment contracts in place) in complex and opaque supply chains primarily using QR codes which workers scan on their mobile phones. QR codes also help protect worker anonymity which we have observed to be important to encourage broad participation. The lack of anonymity can give rise to a fear of reprisals if workers give negative feedback. It differs from other worker voice technology as it is auditory and visually represented in workers own language, ensuring accessibility for illiterate workers to respond to questions about their employment practices. Similar competitors use telephone-based services for workers to report issues which could result in mobile charges, however, diginexAPPRISE is web/application based and can be accessed either through QR codes or mobile messaging (e.g. WhatsApp) so that workers are not charged to access the survey.

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Salesand Marketing

Officially launched in April 2022 and given the content-deep nature of diginexLUMEN the sales process typically requires a more targeted commercial approach to specific relevant professionals in a company; these can be procurement or risk professionals as well as sustainability experts. diginexLUMEN’s core modules focus on “Conditions at Work” or “Forced Labor” risk, workplace gender risk, and ESG risk This therefore requires specialized, subject matter expert, Diginex professionals who are able to engage with clients on deep content issues around these modules and the regulations that affect them. The sales cycle is also often longer than diginexESG and can range from 2 months to 6 months.

Additionally, given the high levels of engagement with diginexLUMEN clients this can lead to on-going up-sale opportunities as clients request custom feature development and platform content creation.

Marketing tends to be through attendance and speaking at industry-relevant conferences.

RecentDistribution Agreements

ForvisMazars LLP

On March 26, 2025, Diginex entered into a strategic relationship agreement (the “FM Agreement”) with Forvis Mazars LLP (“Forvis Mazars”), a leading global professional services firm. Pursuant to the FM Agreement, the parties aim to empower businesses to assess and manage supply chain risks related to climate and social issues, enhancing transparency and resilience in an increasingly complex global landscape. Mazars will aim to distribute the diginexLUMEN to their client base.

Our strategic relationship with Forvis Mazars combines Diginex’s cutting-edge technology with Forvis Mazars’ deep expertise in ESG advisory, climate risk management, and business strategy, offering clients a powerful tool to navigate the evolving demands of sustainability and regulatory compliance. diginexLUMEN, a scalable and affordable (SaaS) solution, provides unparalleled insight into supply chain risks by leveraging robust governance processes, multilingual worker voice surveys, and algorithm-based risk scoring. This enables companies to identify, prioritize, and address issues such as forced labor, climate impacts, and other social vulnerabilities across their global operations.

Clients

diginexLUMEN was developed together with input from Coca Cola and Reckitt as a software tool to help identify and mitigate cases of forced and child labor in complex global interjurisdictional supply chains. It later expanded to also include gender risk. diginexLUMEN is therefore designed specifically for large multi-national companies with high supply chains and importantly large numbers of people working at those suppliers who no longer want to rely solely on the traditional in-person audits which have tended to be slow and expensive with relatively static data. These companies are also increasingly subject to regulations mandating greater supply chain disclosure with regards to forced labor / modern slavery due diligence.

Initial clients were primarily from FMCG (Fast Moving Consumer Goods) but the sectors have now widened to industries such as agricultural commodities as well as professional services firms working on behalf of their clients.

Competitionand Pricing

diginexLUMEN as a software product is differentiated in having a specific focus on social governance issues (including but not limited to forced labor risk, modern slavery due diligence, child labor risk and gender risk), and leveraging worker voice data to simultaneously validate corporate disclosures.

The pricing for a diginexLUMEN license starts at US$40,000 per annum. There are no limitations on the number or location of suppliers that a diginexLUMEN customer can onboard. In addition to the software license, there are often incremental fees for items such as additional question set design and translations into additional languages.

diginexADVISORY

Sustainability is a complex topic, and it increasingly requires company-wide, multifaceted approaches. Diginex provide a range of services that, in combination with our premium software tools, help companies address their unique ESG challenges.

diginexADVISORY provides strategy and advisory support at every stage of the sustainability journey often alongside a software sale. Our advisory services typically include:

●	Developing<br> ESG (reporting) strategies
●	Conducting<br> ESG materiality assessments
●	Conducing<br> ESG data gap analyses
●	Developing<br> custom ESG reporting frameworks
●	Conducting<br> tailored carbon footprints
●	Drafting<br> and designing sustainability reports
●	Conducting<br> workshops and training sessions on a range of ESG topics and processes
●	ESG<br> rating support services to help businesses secure and improve ESG scores

Salesand Marketing

diginexADVISORY services are typically tied to an extension of a software license to either diginexESG or diginexLUMEN.

To date, there has been relatively little marketing of diginexADVISORY as a standalone service and sales tend to be organic from existing clients or as part of the onboarding for a new diginexESG or diginexLUMEN client. Given market demand we will be adopting more proactive measures to market diginexADVISORY to a broader base of clients.

Clients

diginexADVISORY stretches across both diginexESG and diginexLUMEN clients and beyond and is offered to companies of all sizes and levels of expertise to help them with their sustainability reporting or supply chain disclosures.

Competitionand Pricing

Whilst there are many players in this market ranging from large global consultancies (i.e. EY, PwC) to specialist and/or low-cost boutique advisory companies, our observation is that there is still a material market supply and demand in balance given a) the ever-increasing number of companies who are newly subjected to regulated or industry disclosure requirements (for example, CRSD) and b) the number of professionals with the required skill sets to meet this growing demand.

Advisory contracts are generally priced based on the number of days expected to complete the clearly defined scope of work after applying a profit margin.

Barriers to entry for potential competition to our advisory business are largely dependent on the availability of subject matter expert consultants.

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diginexPARTNERS

diginexPARTNERS also known as Customization is a service whereby Diginex develops white label versions of both diginexESG and diginexLUMEN for companies who want to run the product as an extension of their own service offering. This service often requires customised technology development up front which generates one-off lump sum revenue as well as the ongoing service and maintenance of the licensed software which generates recurring revenue.

Diginex has developed custom software platforms as part of project consortiums for organizations like the United States Department of State, United States Department of Labor, and the United Nations and most recently signed a white label contract with Mazars, the professional services firm.

Salesand marketing

Diginex provides both off-the-shelf white label products with standard customizable features as well as completely bespoke tech builds. We are focusing on expanding our white label client base, in addition to our original business to business (B2B) software clients, across both diginexESG and diginexLUMEN as the underlying technology infrastructure has already been built and is ready to deploy. White label subscription revenues are booked within diginexESG and diginexLUMEN with customization revenues booked to diginexPARTNERS.

We have taken the decision, however, to reduce focus on customization projects that do not come with recurring revenue via the software license.

Given the nature of the product, White Label sales require targeted outreach to specific client types (i.e. professional services firms, ratings agencies, banks, accounting companies) who will leverage the product to engage with their own customer base.

Clients

diginexPARTNERS includes the technology customization work that we typically do for some of our larger clients. This can include white labels of either our diginexESG or diginexLUMEN software platforms or entirely bespoke multi-year technology projects for large government agencies (such as the United States Department of Labor) or inter-governmental agencies (such as the United Nations).

Competitionand Pricing

There are a large number of custom development solutions in the marketplace covering a full price range and sophistication level. Diginex is able to combine both significant technical expertise with deep subject matter experts, which sets us apart from the majority of the market. For this reason, Diginex has been chosen as a specialist technology partner for a number of government and inter-governmental sponsored projects looking at both modern slavery and child labor issues across Asia and the Middle East. Diginex’s research and development into technology-enabled solutions helps to create a competitive advantage to our offering. The pricing of customization is based on the scope of the project.

PotentialGeographical Expansion

On March 17, 2025, Diginex Limited (“Diginex” or the “Company”) signed a binding memorandum of understanding with His Highness, Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan of Abu Dhabi’s Royal family, via Nomas Global Investments-L.L.C-S.P.C. (“Nomas”), a limited liability company - sole proprietorship company, a solely owned SPV of His Highness, and incorporated under the laws of the Government of Abu Dhabi, with its registered office at Office No 301, 3^rd^ Floor, Sea Tower, Corniche Street, Abu Dhabi, United Arab Emirates (“UAE”) (the “Nomas MOU”) and a binding memorandum of understanding with Al Noor Legal Consultants FZE (“Al Noor”), a Limited Liability Company incorporated under the laws of the Government of Sharjah, with its registered office at Business Centre, Sharjah Publishing City Free Zone, Sharjah, UAE (the “Al Noor MOU” and together with the Nomas MOU the “MOUs”) to pursue a broad strategic relationship to facilitate Diginex with its planned expansion in the UAE and the broader Gulf Cooperation Council region (“GCC”), which includes assisting the Company with a dual listing of the Company’s ordinary shares on the Abu Dhabi Securities Exchange (“ADX”) and a potential capital raise of up to USD$250 million focused on large institutional investors based in the GCC. Any securities offered in a private capital raise will not be under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Pursuant to the Nomas MOU, Diginex has agreed to Nomas fixed non-refundable fees in an aggregate amount of $800,000, with the initial deferred fund raising payment of $400,000 paid upon signing of the Nomas MOU and the balance of the Nomas MOU fees payable in equal installments upon the occurrence of three defined milestones. The Nomas MOU also provides that Diginex shall pay Nomas success fees upon Diginex achieving certain capital raise targets and the successful listing of Diginex’s securities on the ADX. Pursuant to the Al Noor MOU, Diginex has agreed to Al Noor fees in an aggregate amount of $650,000, with the initial payment of $250,000 paid upon signing of the Al Noor MOU, an additional amount of $150,000 paid in June 2025 and the balance of the Al Noor MOU fees in equal installments upon the occurrence of three defined milestones. The Al Noor MOU also provides that Diginex shall pay Al Noor success fees upon Diginex achieving certain capital raise targets and the successful listing of Diginex’s securities on the ADX. A copy of the Nomas MOU is attached hereto as Exhibit 4.10 and the Al Noor MOU is attached hereto as Exhibit 4.11.

C.Organizational Structure

On May 28, 2023, DSL agreed to an $8,000,000 share subscription agreement with Rhino Ventures Limited and on September 28, 2023 executed a subscription agreement (the “RVL Subscription Agreement”). Pursuant to the RVL Subscription Agreement, DSL issued Rhino Ventures Limited 5,086 ordinary shares and 10,172 warrants in exchange for $8.0 million. The warrants will be exercisable for ordinary shares of DSL for a period of three years from the date they are issued and shall be exercisable at a per warrant price of US$2,512. Post the completion of the Restructuring and Share Subdivision (as defined below), the number of warrants of Diginex Limited issued to Rhino Ventures Limited was adjusted to 4,170,520 from 10,172 with an adjusted price per warrant of US$6.13. The warrants, if fully exercised, will result in the issuance of such number of Ordinary Shares equal to 51% of the total issued and outstanding shares of the Company at the time of the warrants being exercised. This will be prorated for partial exercise of warrants. Rhino Ventures Limited paid the subscription price by the payment of $6.1 million in cash and the conversion of $1.9 million of debt due to Rhino Ventures Limited. The RVL Subscription Agreement also activated an anti-dilution clause in the Articles of Association of DSL which resulted in HBM IV, Inc. being issued 151 preferred shares of DSL for zero consideration. This increased HBM IV, Inc.’s holding to 3,151 preferred shares of DSL.

In connection with the Exchange, Diginex Limited and security holders of DSL consummated the following transactions (the “Ancillary Transactions”): (i) Diginex Limited issued $4.35 million new convertible loan notes to certain Original Shareholders in consideration for the cancellation of the then existing convertible loan notes issued by DSL and held by such Original Shareholders; (ii) Diginex Limited granted certain share options under the new share option plan that was adopted by Diginex Limited to the holders of the unexercised share options granted by DSL (the “Original Share Options”), in consideration for the cancellation of the Original Share Options held by such holders. At time of the Exchange there were 629,760 vested but unexercised share options and unvested share options exercisable for such number of Ordinary Shares equal to 1.3% of the issued and outstanding shares of the Company at the time of vesting and (iii) Diginex Limited granted certain warrants to purchase Ordinary Shares of Diginex Limited to the holders of the then existing warrants to purchase ordinary shares of DSL (the “Original Warrants”), in consideration for the cancellation of the Original Warrants held by such holders. The convertible loan notes automatically converted into Ordinary Shares of Diginex Limited on December 20, 2024 and whilst there is no automatic vesting of any unvested share options upon completion of the IPO the board of directors, at their discretion, do have the ability to accelerate vesting at any point. The board of directors approved and authorized the acceleration of the vesting of the unvested share options to January 23, 2026. The fair value of all unvested ESOP as of the date of this Annual Report on Form 20-F is $2.2 million of which $1.0 million has been recognized in the financial statements at March 31, 2025.

Accordingly, upon consummation of the Exchange and the Ancillary Transactions (collectively the “Restructuring”), DSL became a wholly owned subsidiary of Diginex Limited, and the prior shareholders of DSL became shareholders of Diginex Limited. The remaining DSL security holders became security holders of Diginex Limited, in that they held Diginex Limited convertible loan notes, share options and warrants. Following, the closing of the Restructuring there were 6,869,961 Ordinary Shares of Diginex Limited issued and outstanding, 1,291,910 preferred shares of Diginex Limited issued and outstanding, 4,170,520 warrants issued and outstanding, $4.35 million new convertible loan notes issued and outstanding and 629,760 vested but unexercised share options and unvested share options exercisable for such number of Ordinary Shares equal to 1.3% of the issued and outstanding shares of the Company at the time of vesting.

Following the Restructuring, Diginex Limited has subsidiaries located in Hong Kong, United Kingdom and United States of America. Diginex Limited is the sole owner of DSL, a Hong Kong corporation, and through DSL the sole owner of (i) Diginex Services Limited, a corporation formed in the United Kingdom and (ii) Diginex USA LLC, a limited liability company formed in the State of Delaware.

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The following chart summarizes our corporate legal structure and identifies our subsidiaries at March 31, 2025:

SignificantSubsidiaries

Below is a list of Diginex Limited’s significant subsidiaries as of March 31, 2025:

Name	Country<br> of Incorporation	%<br> of Equity Interest
Diginex<br> Solutions (HK) limited	Hong<br> Kong	100%
Diginex<br> Services Limited	United<br> Kingdom	100%
Diginex<br> USA LLC	United<br> States of America	100%

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D.Property, Plants, and Equipment

The following is a list of Diginex Limited’s principal facilities as of the date filing this Annual Report on Form 20-F

Location		Main<br> Use	Own/Lease
25<br> Wilton Road, Victoria, London, Greater London, SW1V 1LW, United Kingdom	*	Principal<br> executive officers	Lease.<br> Co-working shared space facility
Room1311, 13F, Leighton Centre, 77 Leighton Road, Causeway, Bay Hong Kong	**	Offices<br> for employees of DSL	Lease.<br> Co-working shared space facility
Avenue<br> des Papalins a Monaco portant le numero D2/D3	1,507	Executive<br> office	Lease

* London Office lease was entered into on April 1, 2025. The space is measured by number of seats rather than square footage. The London office is in a co-working shared space facility with 5 seats and the London based employees operate under a hybrid model as they work both from the office and from home with the majority of working hours spent working from the office.

** Hong Kong office space is measured by number of seats rather than square footage. The Hong Kong office is in a co-working shared space facility with 17 seats. The lease at Leighton Centre was entered into on June 1, 2025 with the previous lease at Smart-Space Fintech 2, Room 3, Unit 401-404, Core C, Cyberport, Telegraph Bay, Hong Kong, being terminated on May 31, 2025. The Hong Kong team operating under a hybrid model as they will work from both home and the office with the majority of time spent working from the office.

While the office facilities are adequate for the time being, there will be a need to secure additional office space as the business grows.

ITEM

4A. UNRESOLVED STAFF COMMENTS

None.

ITEM

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Youshould read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidatedfinancial statements and the related notes included elsewhere in this Annual Report. This discussion may contain forward-looking statements.Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, includingthose set forth under “Item 3.D. Risk Factors” or in other parts of this Annual Report.

Overview

Diginex is a technology driven business that builds end to end software solutions for the future of ESG reporting and supply chain due diligence. The requirement for companies to report on ESG components of their business and perform extensive due diligence on their supply chain is increasing at pace. Diginex has built products to address those demands. As well as offering SaaS solutions, Diginex also offers advisory services to support overall ESG strategies. Such advisory services can range from providing general advise on ESG strategies to assisting on ESG ratings, Diginex also customizes its products to meet individual customer needs.

The software products are:

diginexESG: a platform that facilitates the key processes involved in corporate ESG reporting

diginexLUMEN: assists companies to undertake due diligence in complex supply chains at scale.

Our total revenues for the year ended March 31, 2025 increased to $2.0 million compared to $1.3 million in the year ended March 31, 2024 and $1.6 million in the year ended March 31, 2023. The loss for the year ended March 31, 2025 of $5.2 million was an increase on the loss for the year ended March 31, 2024 of $4.9 million but a decrease on the loss of the year ended March 31, 2023 of $9.3 million.

The group reports all results in one segment.

The Company completed an IPO on the Nasdaq Capital Market in January 2025, raising capital and listing under the ticker symbol “DGNX”.

FactorsAffecting the Group’s Performance and Related Trends

The Group believes that the key factors affecting its performance and financial performance include:

1. Mandatory ESG reporting

The growth in our revenues may, in part, be determined by the mandatory requirement for businesses to report on components of ESG which will drive increased demand for our products, especially diginexESG. There has been an increase in mandatory reporting guidelines but any delays in the adoption could impact revenues. Consumer preferences may also impact on future revenues. As consumers demand transparency on the source of products in the market there may be an increased demand for suppliers of products to disclose the facts on the supply chain involved in the delivery of products which may increase demand for both diginexLUMEN and diginexAPPRISE. The increased demand for our software products could also lead to an increase in demand for Advisory as clients request experts to educate on their results and implement strategies for improvement.

2. Our ability to compete successfully and attract new customers

The market for our services is highly competitive and some competitors have a longer history and have built well-known brands and have larger marketing budgets to attract clients. Given the competitive nature of the ESG software industry, there has been, and will most likely be, consolidation of competing businesses via mergers and acquisitions. This may make the competition even stronger.

If we are unable to compete effectively with our existing and future competitors at reasonable cost, our business, prospects, and results of operations could be materially and negatively affected.

3. Continued investment in product development

Our revenues and financial performance may, in part, be determined by our ability to continue to develop our products to maintain competitive advantages over competitors. Should Diginex not develop products or features that are well received by the market this could impact the future performance. We do dedicate significant resources to the development and enhancement of our products, such as, the introduction of Artificial Intelligence (“AI”), and will continue to do so.

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Resultsof Operations

Comparisonof the Years Ended March 31, 2025, 2024 and 2023

Resultsof Operations

	Forthe year ended March 31,
in USD millions	2025			2024			2023
Revenue		2.0			1.3			1.6
General and administrative expenses		(10.3	)		(9.4	)		(8.9	)
Operating loss		(8.3	)		(8.1	)		(7.3	)
Other income, gains or (losses)		3.5			3.8			(1.8	)
Finance costs, net		(0.4	)		(0.6	)		(0.2	)
Loss before tax		(5.2	)		(4.9	)		(9.3	)
Income tax (expense) benefit		-			-			-
Loss for the year		(5.2	)		(4.9	)		(9.3	)

Revenue

	Forthe year ended March 31,
in USD millions	2025		2024		2023
Software Subscriptions and License fees		1.3		0.4		0.4
Advisory fees		0.3		0.2		0.2
Customization fees		0.4		0.7		1.0
		2.0		1.3		1.6

Revenue increased by $0.7 million to $2.0 million for the year ended March 31, 2025 from $1.3 million for the year ended March 31, 2024, primarily driven by a $0.9 million increase in revenue from software subscriptions and licenses. This increase was partially offset by a $0.3 million decrease in revenue from Customization.

During the year ended March 31, 2025, the Group recognized revenues of $0.9 million by granting a non-exclusive right to use a white label version of diginexESG for distribution in Malaysia. This was a one-off fee but if revenues generated by the client exceed $0.9 million then Diginex will receive 50% of any future revenues earned above $0.9 million. Excluding the impact of this sale, the software subscription fees of diginexESG and diginexLUMEN remained broadly flat at $0.4 million for both the year ended March 31, 2025 and the year ended March 31, 2024. Revenues from software subscriptions and licenses for the year ended March 31, 2023 was also $0.4 million.

Advisory revenue is generated by providing services such as developing ESG strategies, conducting ESG materiality assessments and conducting training sessions on a range of ESG topics. There was a marginal increase in revenues to $0.3 million for the year ended March 31, 2025 when compared to $0.2 million generated in the year ended March 31, 2024 and $0.2 million generated in the year ended March 31, 2023.

Customization revenue relates to the development of tailored features for diginexESG or diginexLUMEN to meet specific client needs. Revenue fell by $0.3 million to $0.4 million for the year ended March 31, 2025 when compared to March 31, 2024. Diginex made a strategic decision to allocate more resources to the growth of diginexESG and diginexLUMEN which has been a factor behind the reduced revenue. The revenue for the year ended March 31, 2023 was $1.0 million.

Generaland Administrative Expenses

	Forthe year ended March 31,
in USD millions	2025		2024		2023
Employee benefits		4.8		5.0		5.0
IT development and maintenance support		1.5		2.1		2.7
Audit fees		0.4		0.6		-
Professional fees		2.1		0.5		0.3
Travel and entertainment		0.4		0.5		-
Share based payments (non-employee related)		0.4		-		-
Amortization and depreciation		0.1		0.1		-
Other		0.6		0.5		0.9
		10.3		9.3		8.9

General and administrative expenses increased by $1.0 million for the year ended March 31, 2025 to $10.3 million, compared to $9.3 million for the year ended March 31, 2024, and increased $0.4 million in the year ended March 31,2024 when compared to $8.9 million for the year ended March 31, 2023. The increase in the year ended March 31, 2025 was primarily due to higher professional fees incurred in connection with the Company’s IPO, as well as a share-based payment expense related to preferred shares issued under an anti-dilution clause, which was triggered upon the completion of the $8 million capital raise from Rhino Ventures Limited in May 2024. The increase was partially offset by the reductions in costs related to employee benefits, IT development and maintenance support whilst not impacting on the product roadmap, audit fees, and travel and entertainment.

The increase in general and administrative expenses for the year ended March 31, 2024 compared to the year ended March 31, 2023 was due, in part, to higher audit fees and professional fees, both related to the Company’s IPO, and an increase in travel and entertainment. These increases were partially offset by reduced spending on IT development, and advertising and marketing expenses (classified within Other).

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EmployeeBenefits

Employee benefits decreased by $0.2 million to $4.8 million for the year ended March 31, 2025, compared to $5.0 million in both years ended March 31, 2024 and 2023. Employee benefits mainly comprise salaries and share-based payments expenses. The decrease in the year ended March 31, 2025 was primarily driven by the decrease in share-based payments expenses of $0.5 million, partially offset by $0.3 million increase in salaries.

In the year ended March 31, 2025, salaries and other benefits, which also included costs associated with contractors, increased by $0.3 million to $4.0 million when compared to the expense of $3.7 million for the year ended March 31,2024. Post the IPO in January 2025, Diginex paid bonuses equivalent to half a month’s salary amounting to $0.2 million. As of March 31, 2025, the Group had 23 employees and 9 contractors, compared to 22 employees and 7 contractors as of March 31, 2024. The average headcount (including contractors) during the year ended March 31, 2025 was 30, the same for the year ended March 31, 2024.

In the year ended March 31, 2024, salaries and other benefits decreased by $0.7 million to $3.7 million, compared to $4.4 million for the year ended March 31, 2023. This decrease was primarily the result of a cost-saving initiative that led to a reduction in headcount. As of March 31, 2024 the Group had 22 employees and 7 contractors, compared to 26 employees and 10 contractors at March 31, 2023. The average headcount (including contractors) in 2024 was 30, a reduction from 39 in 2023.

The Company have had an employee share option plan in place since 2020 and during the year ended March 31,2025 replaced the then existing plan and adopted the Diginex Limited 2024 Omnibus Incentive Plan which outlines the grant of share option award (the “Award”) to selected employees and/or consultants of the Group to subscribe for ordinary shares of the Company. The Board may grant ordinary shares under the Scheme not exceeding 5,400,000 ordinary shares. The Awards are fair valued at each grant date using an equity allocation model and are recognized as an expense over the applicable vesting period. The Group recognized share-based payments expenses of $0.9 million during the year ended March 31 2025, $1.3 million in the year ended March 31, 2024 and $0.6 million in year ended March 31, 2023.

ITDevelopment and maintenance support

IT development and maintenance support costs decreased by $0.6 million to $1.5 million for the year ended March 31, 2025, following a $0.6 million decrease to $2.1 million for the year ended March 31,2024, compared to $2.7 million for the year ended March 31, 2023. These expenses consist primarily of costs associated with the engagement of third party IT engineers to drive the performance and feature enhancement of the diginexESG and diginexLUMEN platforms. The cost reduction, in part, has been a result of the decision not to focus on Customization projects but focus on feature and functionality enhancements to the software solutions. At March 31, 2025, the Group engaged 21 engineers, compared to 39 engineers at March 31, 2024 and 47 at March 31, 2023.

Included in IT development and maintenance support are research and development expenses of $0.8 million for the year ended March 31,2025, $1.3 million for year ended March 31, 2024, and $2.1 million for the year ended March 31, 2023.

Auditfees

Audit fees decreased by $0.2 million to $0.4 million for the year ended March 31, 2025, following a $0.6 million increase to $0.6 million for the year ended March 31, 2024 when compared to the year ended March 31, 2023. The amounts for years ended March 31, 2025 and 2024 primarily related to the audits of the Group’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) in connection with the Company’s IPO. The audit fees incurred in 2025 were mainly attributable to the audit of the financial year ended March 31, 2025, while the fees incurred during the year ended March 31, 2024 covered the audits of the financial years ended March 31, 2022, 2023, and 2024 as Diginex prepared for IPO

Professionalfees

Professional fees increased by $1.6 million to $2.1 million for the year ended March 31, 2025, following a $0.2 million increase to $0.5 million during the year ended March 31, 2024, when compared to $0.3 million expense for the year ended March 31, 2023. The increases in costs across the years were primarily driven by professional service fees related to the engagement of necessary external experts to assist the Company to complete a successful IPO. Upon the successful closing of the IPO, $1.4 million IPO related costs were capitalized against the share premium account with $1.7 million recorded as an expense in the statement of profit or loss during the year ended March 31, 2025.

Traveland entertainment

Travel and entertainment decreased by $0.1 million to $0.4 million for the year ended March 31 2025, following a $0.5 million increase to $0.5 million for the year ended March 31, 2024 when compared to the spend during the year ended March 31, 2023. During the year end March 31, 2024, travel expenses increased as the Group actively engaged in investor meetings and pursued new business development opportunities. This activity continued during the year ended March 31, 2025.

Share-basedpayments (non-employee related)

The Group incurred a share-based payment expense of $0.4 million during the year ended March 31, 2025, compared to no such expense in the years ended March 31, 2024 and 2023. In May 2024, the Group completed an $8.0 million capital raise which triggered an anti-dilution clause in the Articles of Association and resulted in 151 preferred shares being issued to a preferred share holder. This award was fair valued at $0.4 million.

Other

Other expenses increased by $0.1 million to $0.6 million for the year ended March 31, 2025, following a $0.4 million decrease in the year ended March 31 2024, compared to $0.9 million in year ended March 31, 2023. Other expenses include costs such as expenses related to investor relations activities, office rent, recruitment fees, insurance premiums, marketing and general office expenses. The increase in the year ended March 31, 2025 was mainly driven by investor relations fees following the completion of the IPO.

The expenses in the year ended March 31, 2023 include marketing related fees of $0.5 million which were associated to a digital marketing campaign that was not repeated in either of the years ended March 31, 2025 and 2024.

Otherlosses and expenses, net

	Forthe year ended March 31,
in USD millions	2025		2024		2023
Net fair value gains/(losses) of financial liabilities at fair value through profit and loss		3.5		3.8		(1.9	)
Other income		0.0		0.0		0.1
Total other gains/(losses) and expenses, net		3.5		3.8		(1.8	)

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The Group recognized total other gains of $3.5 million for the year ended March 31, 2025, a reduction of $0.3 million when compared to other gains of $3.8 million for the year ended March 31, 2024, while the Group incurred other losses of $1.8 million recognized in the year ended March 31,2023.

The gains and losses incurred in all the years were, primarily, due to the fair value measurement of preferred shares and convertible loan notes.

NetFair Value gains/(losses) of Financial Liabilities at Fair Value Through Profit and Loss

In July 2021, the Group raised $6.0 million capital via the issuance of redeemable preferred shares. At the end of each reporting period, the preferred shares were fair valued using an equity allocation model, which resulted in a gain of $4.1 million in year ended March 31, 2025, a gain of $4.1 million in the year ended March 2024 and a loss of $1.8 million in the year ended March 31, 2023. No preferred shares were outstanding as of March 31, 2025 following the conversion of preferred shares to ordinary shares on December 20, 2024.

The Group raised $3.25 million via the issuance of 8% convertible loan notes during the year ended March 31, 2023 and a further $0.1 million during the year ended March 31, 2024. During the year ended March 31, 2025 a $1.0 million loan with a related company was converted into a convertible loan note bearing 8% interest. This resulted in a total issuance of $4.35 million 8% convertible loan notes. At the end of each reporting period, the convertible loan notes were fair valued using a binomial option pricing model, which resulted in a loss of $0.6 million in the year ended March 31, 2025, a loss of $0.4 million in the year ended March 31, 2024 and minimal loss of $19,000 in the year ended March 31, 2023. No convertible loan notes were outstanding as of March 31, 2025 following the conversion of convertible loan notes to ordinary shares on December 20, 2024.

FinanceCosts

Finance costs decreased by $0.2 million to $0.4 million for the year ended March 31, 2025, following an increase of $0.4 million to $0.6 million in the year ended March 31, 2024, when compared to $0.2 million expense in year ended March 31 2023.

During the year ended March 31, 2025, $0.2 million of the finance cost related to the 8% convertible loan notes which compared to $0.3 million during the year ended March 31, 2024 and $0.1 million for the year ended March 31, 2023. The loan from the immediate holding company which bore an 8% coupon resulted in a finance cost of $0.1 million for the year ended March 31, 2025, $0.2 million for the year ended March 31, 2024 and $0.1m for the year ended March 31, 2023. There was also a finance charge on a loan from a related company of $0.1 million for the year ended March 31, 2024, with a lessor amount charged for the years ended March 31, 2025 and 2023. The related company loan charged interest at 8%.

The convertible loan notes, loan from immediate holding company (aside from a $0.5 million cash repayment) and related party loan were all converted into ordinary shares during the year ended March 31, 2025 with no outstanding balances at March 31, 2025.

IncomeTax

The operating activities of the Group in the years ended March 31, 2025, 2024 and 2023 did not generate a taxable charge due to operating losses incurred. However, Diginex USA did generate a taxable profit in 2022 with the resulting tax charge being recognized as an under provision in the year ended March 31, 2024.

Although the Group had operations in United Kingdom and USA during the reporting periods, the majority of its operations have been in Hong Kong. The Group’s Hong Kong operation is subject to Hong Kong Profits Tax under a two-tiered profit tax rates regime, i.e. the first HK$2 million (c.$250,000) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million (c.$250,000) will be taxed at 16.5%.

Inflation

Since commencing operations, the Group has not been materially impacted by changes in inflation.

Impactof Foreign Currency Fluctuations on Results

The Group’s main operating currencies have historically been the US Dollar and Hong Kong Dollar. As the Hong Kong Dollar is pegged to the US Dollar, the Group has not been overly exposed to material foreign currency fluctuations in prior years. As the business grows, the Group will be exposed to more foreign currencies and their fluctuations, such as the British Pound and Euro.

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SignificantAccounting Policies, Judgments and Estimates

The Company prepares consolidated financial statements in accordance with IFRS, which requires it to make judgments, estimates, and assumptions. The Company continually evaluates these judgements, estimates and assumptions based on the most recently available information, its own historical experience, and various other assumptions that the Company believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from the Company’s expectations as a result of changes in its estimates. Some of the Company’s accounting policies require a higher degree of judgment than others in their application and require it to make significant accounting estimates.

The following descriptions of significant accounting policies, judgments, and estimates should be read in conjunction with the Company’s consolidated financial statements and other disclosures included in this Annual Report on Form 20-F. When reviewing the Company’s consolidated financial statements, you should consider (i) its selection of significant accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Deemedreverse acquisition

With respect to the Transaction, management determined that DSL is the operating company while the Company is considered as a shell company and the Company accounted for the Transaction as a deemed reverse acquisition, using the acquisition method of accounting, where in substance an operating company is acquired by a shell company where the shareholders of the operating company obtain control of the shell company. The Group identified DSL (the legal acquiree) as the accounting acquirer, and the Company (the legal acquirer) as the accounting acquiree. This judgment influences how the Transaction is presented in the consolidated financial statements, including (i) the recognition of DSL’s assets and liabilities at their historical carrying amounts; (ii) the presentation of comparative financial information as a continuation of DSL; and (iii) the legal capital structure being that of the legal parent, with share capital adjusted retrospectively as a recapitalization for the equivalent number of shares received and on a pro rata basis, together with the impact of the Share Subdivision for prior reporting periods.

Revenuerecognition

Software subscription fees and certain advisory service income are recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

●	the<br> customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs;
●	the<br> Group’s performance creates or enhances an asset that the customer controls as the Group performs; or
●	the<br> Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to<br> payment for performance completed to date.

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Customization revenues and certain advisory service income recognized at a point in time when the customer obtains control of the distinct service.

For software license fees, the nature of the Group’s promise in granting a license is a promise to provide a right to use the Group’s intellectual property with all of the following criteria met:

●	the<br> contract does not require that the Group will undertake activities that significantly affect<br> the intellectual property to which the customer has rights;
●	the<br> rights granted by the license directly do not expose the customer to any positive or negative effects of the Group’s<br> activities; and
●	those<br> activities result in the transfer of a good or a service to the customer as those activities occur.

Accordingly, the Group considers the grant of license as providing the customers the right to use the Group’s intellectual property and the performance obligation is satisfied at a point in time at which the license is granted.

Share-basedpayments

The Group has had an employee share option plan in place since 2020 and during the year ended March 31, 2025 replaced the then existing plan and adopted the Diginex Limited 2024 Omnibus Incentive Plan which outlines the grant of share option awards to selected employees and/or consultants of the Group to subscribe to the ordinary shares of the Company. The awards are measured at the fair value at the grant date. The fair value determined at the grant date without taking into consideration all non-market vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of share option awards that will eventually vest, with a corresponding increase in equity (share option reserve).

At the end of each reporting period, the Group revises its estimate of the number of share option awards expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share option reserve. For share options awards that vest immediately at the date of grant, the fair value of the share option awards granted is expensed immediately to the statement of profit or loss.

Private Warrants and IPO Warrants

In May 2024 and January 2025, the Group issued Private Warrants and IPO Warrants to Rhino Ventures respectively. In the process of classifying Private Warrants and IPO Warrants, management considered the detailed criteria and related guidance for the classification of financial instruments as set out in IAS 32 and has made various judgments on whether the Private Warrants and IPO Warrants on initial recognition are classified as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument

Private Warrants and IPO Warrants are classified as an equity instrument on the basis that the instruments do not include contractual obligation to deliver cash to the warrant holder, and the instruments meet the fixed-for-fixed condition by preserving the relative economic interests of the warrant holder and the Company’s shareholders.

Fairvalue measurement of financial instruments

Certain of the Group’s financial liabilities, including preferred shares, and convertible loan notes, are designated as at fair value through profit or loss with both the debt component and derivative components recognized at fair value and are measured at fair value, at the date of issue and at the end of each reporting period, with fair value being determined based on significant unobservable inputs using valuation techniques. Judgement and estimation are required in establishing the relevant valuation techniques and the relevant inputs thereof. Changes in assumptions relating to these factors could result in material adjustments to the fair value of these instruments. Changes in fair value are recognized in profit or loss as fair value gain or loss.

Discountrate used for initial measurement of lease liability

In connection with the long term lease in Monaco, the Group, as a lessee, measures the lease liability at the present value of the unpaid lease payments at the commencement date. The lease payments are discounted using the Group’s incremental borrowing rate. Incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use assets in similar economic environment.

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RecentlyReleased Accounting Standards

A description of recently issued accounting pronouncements that may potentially impact the Company’s combined and consolidated balance sheet and combined and consolidated results of operations is disclosed in Note 2 to the Company’s audited consolidated financial statements included elsewhere in this Annual Report on Form 20-F.

B.Liquidity and Capital Resources

The Group’s ability to fund its operations is based on its ability to generate revenue, its ability to attract investors and its ability to borrow funds on reasonable economic terms. During the year ended March 31, 2025 the Group completed an IPO and generated gross proceeds of $10.6 million. The Group also received funding, via a loan from the immediate holding company, Rhino Ventures which reached a balance of $3.5 million of which $0.5 million was repaid post the IPO and $3.0 million converted into ordinary shares upon IPO at the listing price of $4.10. The Group also completed a capital raise and issued ordinary shares to the value of $8.0 million in May 2024. This capital raise was funded by the capitalization of advanced funding and loans from Rhino Ventures Limited that was received by Diginex over the years ended March 31, 2023, 2024 and 2025. During the year ended March 31, 2024, the Group also raised capital via the issuance of a convertible loan note bearing an 8% coupon for $0.1 million that converted into Ordinary Shares on December 20, 2024. The total amount of convertible loan notes converted into Ordinary Shares on December 20, 2024 amounted to $4.35 million.

Management is of the opinion that the capital of the Group is sufficient to meet present requirements. The Group has four out of six tranches of IPO warrants that reach maturity between July 2025 and April 2026. Should all four tranches be fully exercised the Group will receive proceeds upon exercise of $60 million.

Diginex Limited is not aware of any legal or economic restrictions on the ability of its subsidiaries to transfer funds to Diginex Limited in the form of cash dividends, loans or advances. Diginex Limited is also not aware of any material restrictions that impact the transfer of funds between subsidiaries to enable the operating of the business in various jurisdictions.

At March 31, 2025, the Group held cash and cash equivalents of $3.1 million. The majority was held in USD. The Group held all balances in bank accounts and had not hedged any foreign exchange exposures given the dominant use of USD and Hong Kong dollars. However, given the increased use of British Pounds for salaries, the Group is looking to implement a Treasury Policy to manage foreign exchange requirements going forward. The group also held $0.4 million of cash in an escrow account at March 31, 2025. The funds are held in relation to a MOU signed on March 17, 2025 with Nomas Global Investments -L.L.C-S.P.C and Al Noor Legal Consultants FZE to provide strategic support in the United Arab Emirates, including a possible capital raise in UAE and dual listing on the Abu Dhabi Exchange (ADX).

As of March 31, 2025, 2024 and 2023, the Group had cash and cash equivalents of $3.1 million, $0.1 million and $1.2 million respectively, as detailed below:

	As of<br> <br>March 31, 2025			As of<br> <br>March 31, 2024			As of<br> <br>March 31, 2023
in USD Millions	Total			Total			Total
Net cash (used in) operating activities		(7.7	)		(5.8	)		(6.6	)
Net cash provided by (used in) investing activities		(0.0	)		0.0			0.0
Net cash provided by financing activities		10.7			4.7			6.5
Net increase (decrease) in cash and cash equivalents		3.0			(1.1	)		(0.1	)
Cash and cash equivalents, beginning of year		0.1			1.2			1.3
Cash and cash equivalents, end of year		3.1			0.1			1.2

CashFlows from Operating Activities

Cash outflows from operating activities were $7.7 million in the year ended March 31, 2025, an outflow of $5.8 million in the year ended March 31, 2024 and an outflow of $6.6 million for the year ended March 31, 2023. Of the operating expenditure incurred in the year ended March 31, 2025, $4.0 million related to employees and contractors and $1.5 million on third party IT engineers. In the year ended March 31, 2024 $3.7 million related to employees and contractors and $2.1 million on third party IT engineers. In the year ended March 31, 2023, $4.4 million of spend related to employees and contractors and $2.7 million on third party IT engineers.

Cashflows from Investing Activities

There was no material cash flow from investing activities during the years ended March 31, 2025, 2024 and 2023.

Cashflows from Financing Activities

Total cash inflows from financing activities were $10.7 million in the year ended March 31, 2025, $4.7 million in the year ended March 31, 2024, and $6.5 million for the year ended March 31, 2023.

During the year ended March 31, 2025, the Company closed its IPO and the underwriter’s exercise of their over-allotment option, resulting in the sale of 2,587,500 ordinary shares of the Company. Gross proceeds from the IPO amounted to $10.6 million, offset by $2.9 million associated transaction costs. The Group also received $3.4 million in 8% interest-bearing loans and $0.7 million in non-interest-bearing advances both from the immediate holding company, while repaying $0.5 million in loans to the immediate holding company following the conversion of $3.0 million of the outstanding loan balance into ordinary shares upon IPO. This conversion upon IPO was in addition to a conversion of amounts due to the immediate holding company of $8 million in May 2024. Additionally, following the signing of a binding memorandum of understanding with Nomas Global Investments -L.L.C – S.P.C to provide strategic support in the United Arab Emirates, the Group paid $0.4 million deferred fund raising, fixed non-refundable fees, with $0.4 million held under escrow and recognized as a restricted bank balance to cover future fees based on the accomplishment of milestones.

During the year ended March 31, 2024, the Group received $5.3 million as an advance payment towards an $8.0 million capital raise from Rhino Ventures Limited, which was completed in May 2024. The capital raise included the conversion of $1.9 million of debt into equity. The Group also issued a fixed-rate 8% convertible loan note, raising $0.1 million. The notes had a maturity of two years from the effective date and would convert at the lower of a 20% discount to the listing share price or $60 million. The convertible loan notes were all converted into ordinary shares on December 20, 2024. Additionally, Rhino Ventures Limited advanced $0.6 million in shareholder loans during the year, while the Group repaid $1.2 million to Rhino Ventures Limited, resulting in a net outflow of $0.6 million.

During the year ended March 31, 2023, the Group raised $3.3 million through the issuance of an 8% convertible loan note. Rhino Ventures Limited advanced $2.3 million in shareholder loans while the Group repaid $0.6 million, resulting in a net inflow of $1.7 million. The Group also borrowed $1.0 million from a related company, Diginex (Holdings) Limited, at a fixed interest rate of 8%. While Diginex Holdings Limited is owned by Rhino Ventures Limited, it is not a subsidiary of the Group.

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Capital Expenditure

As of March 31, 2025 Diginex has not capitalized any expenditure. Capital expenditure would typically relate to the purchase of computing equipment such as laptops which are expensed as they fall under our capitalization policy. Diginex has not recognized any research and development expenditure as an internally generated intangible asset.

Indebtedness

As of March 31, 2025 Diginex had no debt outstanding following the conversion and partial repayment during the year of a loan from Rhino Ventures Limited and the conversion of redeemable preferred shares and convertible loan notes into ordinary shares on December 20, 2024.

As of March 31, 2024, the Group had a loan balance of $1.9 million outstanding with Rhino Ventures Limited which was repayable by September 30, 2024, $1.1 million loan with a related company which was repayable by December 31, 2024, outstanding convertible loan notes of $3.35 million with repayable terms on the second anniversary of their effective date and redeemable preference shares of $6 million, with a five year maturity. The preferred shares were fair valued at $9.4 million using an equity allocation model at March 31, 2024.

The Group has a long term lease in Monaco with outstanding liabilities due out to 2027 of $0.2 million (March 31, 2024: $0.3 million).

Other outstanding payables relate primarily to accounts payable and accruals that have accumulated in the ordinary course of business.

When customers subscribe for a diginexESG or diginexLUMEN they typically pay for an annual subscription in advance with revenues recognized on a straight line basis over the life of the subscription. For advisory and customizations projects, the clients will typically pay during the course of the project with revenue being recognized upon completion. As such, the Group accounts for deferred revenues which relate to the balances of invoices raised that have yet to be recognized as revenue. At March 31, 2025 the Group accounted for $0.5 million of deferred revenue and $0.3 million at March 31, 2024.

At March 31, 2025 the Group contracted the below office leases:

Long term lease:

●	Monaco,<br> France: lease with an annual break clause that expires on January 31, 2027. The quarterly<br> rent is 32,328 Euros (c. USD 33,917).
	On<br> 1 April 2025 Diginex entered into an 18 month lease in the United Kingdom, The monthly rent is GBP 3,782.

Short term:

●	Hong<br> Kong: 12 month lease at a monthly rent of HKD 26,680 (c. USD 3,420).
	On<br> 1 June 2025 Diginex entered into a 12 month lease in Hong Kong. The monthly rent is HK$52,000 but a one month rent free period was<br> agreed. On 31 May 2025, Diginex terminated its prior lease in Hong Kong.

The table below illustrates the indebtedness as at March 31, 2025 and 2024:

	As of March 31,
in USD millions	2025		2024
Shareholder loans		-		1.9
Advance of equity subscription		-		5.3
Amounts due to related company		-		1.1
Preference shares		-		9.4
Notes payable		-		4.1
Deferred revenue		0.5		0.3
Lease Liabilities		0.2		0.3
Trade Payables		0.2		0.8
Other payables		0.8		0.8
Total debt		1.7		24.0

Off-Balance Sheet Arrangements

The Group has no off-balance sheet arrangements.

Contractual Obligation

The table below illustrates a summary of the Group’s contractual obligations and commitments as at March 31, 2025:

	Payments due by period
	Total		less than 1 year		1-3 years		3-5 years
Capitalized lease obligations		0.2		0.1		0.1		-
Total		0.2		0.1		0.1		-

In addition to the above table and pursuant to the Nomas MOU, Diginex has agreed pay fixed non-refundable fees in an aggregate amount of $800,000, with the initial payment of $400,000 paid upon signing of the Nomas MOU and the remaining balance of $400,000, as held under escrow and recognized as a restricted bank balance, to be released in equal installments upon the occurrence of three defined milestones via an escrow arrangement. The Nomas MOU also provides that the Company shall pay success fees upon achieving certain capital raise targets and the successful listing of the Company’s securities on the ADX.

Pursuant to the Al Noor MOU, Diginex has agreed to fees in an aggregate amount of $650,000, with the initial payment of $250,000 paid upon signing of the Al Noor MOU, an additional amount of $150,000 was paid in June 2025 and the remaining fees in equal installments upon the occurrence of three defined milestones. The Al Noor MOU also provides that the Company shall pay success fees upon achieving certain capital raise targets and the successful listing the Company s securities on the ADX.

Other than shown above we did not have any significant capital and other commitments, long obligations or other commitments as of March 31, 2025.

C.Research and Developments, Patents and Licenses, Etc.

We own and control a variety of intellectual property, including but not limited to trademarks, know-how and proprietary software and applications that, in the aggregate, are material to our business.

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RecentDevelopments

HeadquartersRelocation and New Hong Kong Lease

Effective April 1, 2025 we relocated our global headquarters and principal executive office to 25 Wilton Road, Victoria, London, Greater London, SW1V 1LW, United Kingdom (the “Office”) from Smart-Space Fintech 2, Room 3, Unit 401-404 Core C, Cyberport, Telegraph Bay, Hong Kong. We occupy the Office pursuant to a written lease dated February 26, 2025 with London, Spaces Victoria which is for a term of eighteen (18) months at a rental of £ 3,781.88 per month (the “Lease”). On May 31, 2025, the lease at Smart-Space Fintech 2, Room 3, Unit 401-404 Core C, Cyberport, Telegraph Bay, Hong Kong was terminated and on June 1, 2025 a new lease was entered into in Hong Kong at Room1311, 13F, Leighton Centre, 77 Leighton Road, Causeway, Bay.

MatterDK ApS Transaction

On May 23, 2025, Diginex signed a memorandum of understanding (the “Matter MOU”) to acquire Matter DK ApS (“Matter”) in an all share acquisition. Matter is an innovative ESG data company focused on delivering sustainability data and analytics solutions to the investment industry and helping financial institutions understand and communicate the sustainability of investments. Matter is based in Copenhagen, Denmark, and their largest shareholder is NASDAQ, followed by the founding management team who will remain with the business following the closing of the acquisition pursuant to multi-year employment agreements. The Matter MOU values the equity of Matter at $13 million which will be paid through the issuance of Diginex ordinary shares valued at the 60-trading day trailing VWAP (volume weighted average price) as of May 23, 2025, and such shares issued to Matter will subject to an 18-month lock-up period. A copy of the Matter MOU is attached hereto as Exhibit 4.12. Diginex aims to enhance its portfolio by integrating Matter’s advanced ESG data analytics, benchmarking and reporting capabilities. We expect the acquisition will enable Diginex to offer more comprehensive ESG solutions to organizations worldwide, helping them navigate the complexities of sustainability and meet evolving regulatory and stakeholder expectations for ESG reporting.

Also on May 23, 2025, Diginex entered into a loan agreement with Matter (the “Matter Loan Agreement”), pursuant to which Diginex agreed to loan Matter EUR 250,000, as follows: (1) EUR 150,000 within 3 business days of the signing of the Matter MOU, (2) EUR 50,000 within 30 days following the signing of the Matter MOU, and (3) EUR 50,000 within 60 days following the signing of the Matter MOU. The loan principal shall accrue interest at a rate of 5% per annum. Matter shall repay all amounts outstanding under the Matter Loan Agreement together with all accrued interest only if the Diginex fails to acquire 100% of the share capital of Matter under permitted reasons set forth in the Matter MOU. Repayment will be due 60 days after notification from Diginex that they will not proceed with the acquisition of Matter. A copy of the Matter Loan Agreement is attached hereto as Exhibit 4.15.

ResulticksGlobal Companies Pte. Limited Transaction

On June 5, 2025, Diginex signed a memorandum of understanding (the “Resulticks MOU”) for an acquisition of Resulticks Global Companies Pte. Limited (“Resulticks) for shares and cash. Resulticks is a globally recognized leader in real-time, AI-driven customer engagement and data management solutions. Diginex believes the acquisition of Resulticks will significantly enhance Diginex’s capabilities in advanced data management and artificial intelligence, further solidifying its position as a pioneer in data-driven client solutions.

The Resulticks MOU values Resulticks at $2 billion which will be paid by Diginex in three tranches: (1) $1.4 billion in Diginex ordinary shares valued at $72 per share and subject to a 12-18 month lock-up, which ordinary shares will be issued at closing of the transaction; (2) $100 million in cash that is payable by Diginex within 90 business days of the closing of the transaction; and (3) an earnout of up to $500 million payable in Diginex ordinary shares valued at $72 per share and paid in 3 independent tranches subject to Resulticks attaining at least 75% of the below audited EBITDA threshold figures:

	Earnout Amount		Accounting Period	EBITDA Threshold*
a.	$	166,666,666	Fiscal Year 2026	$	100,000,000
b.	$	166,666,667	Fiscal Year 2027	$	200,000,000
c.	$	166,666,667	Fiscal Year 2028	$	325,000,000

* Resulticks shall receive a pro rated portion of the Earnout Amount provided Resulticks achieves between 75% and 100% of the EBITDA Threshold.

Resulticks, headquartered in Singapore with operations across the United States, India, Singapore, and the Middle East, is renowned for its omnichannel client engagement automation platform. The platform leverages AI and big data analytics to deliver personalized customer experiences, enabling businesses to orchestrate seamless engagement across digital and physical touchpoints. We believe that by integrating Resulticks’ cutting-edge technology, Diginex will enhance its ability to provide comprehensive data-driven sustainability solutions, thereby empowering organizations to meet evolving regulatory requirements and stakeholder expectations with greater precision and efficiency. A copy of the Resulticks MOU is attached hereto as Exhibit 4.13.

On June 23, 2025 Diginex and Resulticks entered into an agreement (“Resulticks Agreement”) whereby Dignex agreed to fund Resulticks up to $11 million on an interest free basis. The funding will be offset against future funding as per the MOU signed between both parties on June 5, 2025 should Diginex and Resulticks execute a definitive agreement to complete the business combination. Should Diginex and Resulticks fail to enter into a definitive agreement by July 28, 2025 the funding will be converted into a loan with 10% interest and repayable within 45 calendar days.

As at the date of this Annual Report on Form 20-F, Diginex had advanced $8 million to Resulticks pursuant to the Resulticks Agreement. A copy of the Resulticks Agreement is attached hereto as Exhibit 4.15.

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ITEM

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Executive Officers

As of March 31, 2025, the directors and officers of Diginex Limited are as follows:

Name	Age	Position
Miles<br> Pelham	47	Chairman<br> and Director
Mark<br> Blick	48	Chief<br> Executive Officer and Director
Tomicah<br> Tillemann-Dick	46	Non<br> – Executive Director
Carnel<br> Geddes	46	Non<br> – Executive Director
Katerina<br> Klezlova	37	Non<br> – Executive Director
Paul<br> Ewing	52	Chief<br> Financial Officer
Christian<br> Thierfelder	46	Chief<br> Operating Officer
Graham<br> Bridges	41	Chief<br> Technology Officer
Jessica<br> Camus-Demarche	41	Chief<br> Corporate Affairs Officer

MilesPelham is the founding Chairman of Diginex Limited and DSL and is the Chairman and a director of Diginex Limited. Prior to founding Diginex Limited Miles was a 21-year finance veteran, during which time he managed substantial investments and businesses for leading global banks. Since leaving investment banking Miles founded Eqonex Ltd, a financial services company dedicated to digital asset infrastructure, and became the chairman of a sustainable forestry, reforestation and carbon offset company, Woodbois Limited. Woodbois Limited is a client of DSL. Mr. Pelham also sat on the board of an educational company, Kidsloop Limited. Mr. Pelham is also the sole shareholder of Rhino Ventures Limited, which is an investment holding company and a shareholder of Diginex Limited. Rhino Ventures Limited holds other investments but none that are deemed to have a conflict of interest or completing business with Diginex Limited. Mr. Pelham was also the sole shareholder of Pelham Limited, which was an investment holding company. Pelham Limited was wound up on 9 June 2023.

MarkBlick has served as CEO and an executive director of DSL since June 2020 and is the CEO and a director of Diginex Limited. From October 2018 to May 2020 Mr. Blick served as Head of Distribution & Engagement (Solutions) of Diginex Limited (Diginex HK) Previously, Mr. Blick was Managing Director, Head of Client Services APAC for Gerson Lehrman Group (“GLG”), an online digital platform for insights. Over his tenure at GLG, he helped build, scale and lead the Asia franchise. Prior to GLG, Mark launched a joint-venture start up with a leading industrial technology company (Crystal Engineering based in California, USA), and spent 7 years in Beijing working in the oil & gas industry.

CarnelGeddes was appointed as a non-executive director of Diginex Limited on December 20, 2024. From June 2017 to August 2024, Carnel was the CFO of Woodbois Ltd, a UK AIM listed entity in the forestry sector. She is based in South Africa and is a Chartered Accountant having dually qualified in the UK and South Africa and is a Certified Fraud Examiner. During a 15-year career at BDO, the global audit, tax and advisory group (2000 – 2015), she served as Director in forensic services of BDO London specializing in the financial services sector and was a Partner of BDO Cape Town. She has been a Board Member of POMASA (South Africa’s Pomegranate Growers Association) (2015 to 2025) which she also Chaired (elected) for several years (2019 – 2022).

KaterinaKlezlova was appointed as a non-executive director on December 20, 2024. Ms. Klezlova is a serial entrepreneur, venture builder and business development expert focused on building scalable, efficient and investment-ready tech companies, globally. After multiple years in business development and consulting focused on the corporate sector, she founded Fortuny Consulting in May 2017, developing own business models for scalable growth focusing on the SME sector. In September 2019 she co-founded a financial technology venture DealStation, a software aimed at digitizing the fundraising process for private companies. Currently Ms. Klezlova is active in the fields of innovation, sustainability and impact – supporting numerous ventures with their expansion strategies and investment-readiness. Additionally, since June 2021 she sits on the board of Capacity, a Zurich-based accelerator for refugee and migrant entrepreneurship and integration, while also serving as a judge, mentor, advisor, expert and judge for various investment funds, angel clubs and accelerators across Europe such as the Kickstart Innovation, Masschallenge, WeBloom, Business Angels Connect or R3I. Ms. Klezlova holds an MBA degree from the IE University in Madrid, Spain and a Corporate Finance certificate from the CISI in London, UK.

TomicahTillemann-Dick is a non-executive director of DSL and was appointed as a non-executive director of Diginex Limited on December 20, 2024. He was Global Head of Policy and a Partner at Andreessen Horowitz and is the current President of Project Liberty, a far-reaching effort to develop socially responsible architecture for the next generation of the internet. Previously, he served in government as a senior advisor to two US Secretaries of State and as former executive director of the Digital Impact and Governance Initiative at New America, where he worked in collaboration with the Rockefeller Foundation, the World Bank, MIT and governments around the world to develop open source digital infrastructure platforms to power the public sector. He also oversaw the work of the Blockchain Trust Accelerator, which works with organizations to deploy decentralized technology solutions that address governance and social impact challenges worldwide and the Responsible Asset Allocator Initiative, which ranked sovereign wealth and pension funds of $20+ trillion based on strategies for managing ESG risks.

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PaulEwing has served as the Chief Financial Officer of DSL since May 2023 and as the Chief Financial Officer of Diginex Limited. Mr. Ewing has spent more than a decade working in Asia and was the regional Chief Financial Officer at ICAP Electronic Broking (“ICAP”) from November 2006 to November 2010, as well as Chief Operating Officer for ICAP’s electronic broking division from November 2010 to December 2013. From December 2013 to August 2017, Mr. Ewing was Chief Financial Officer of APAC Broking for ICAP plc. From September 2017 to July 2018, Mr. Ewing served as the Chief Financial Officer for RKR Capital, a proprietary trading business with a focus on financial markets and Digital Assets. Mr. Ewing also served as Chief Financial Officer of Nasdaq listed, Eqonex Limited from August 2018 to May 2022. From May 2022 to November 2022 Mr. Ewing served as Chief Operating Officer of Eqonex Limited. Mr. Ewing holds a degree from Manchester University and is a member of the Institute of Chartered Accountants of England and Wales.

ChristianThierfelder has served as the Chief Operating Officer of DSL since June 2020 and the Chief Operating Officer of Diginex Limited following the close of the IPO. From October 2018 to May 2020 Mr. Thierfelder served as Chief Research Officer of Diginex Limited (Diginex HK). Before that he worked as a Director at the Convertible Bonds Desk at Mizuho Securities Hong Kong from December 2014 to September 2018 and as a Senior Consultant at d-fine from January 2011 to December 2014. From February 2008 to December 2010 Mr. Thierfelder was a junior research group leader at University of Paderborn. Mr. Thierfelder holds a MSc in Mathematical Finance from Oxford University and MSc in Physics from Friedrich Schiller University of Jena and a PhD in Theoretical Physics from Massey University Auckland.

GrahamBridges has served as the Chief Technology Officer of DSL since June 2020 and is responsible for the Technology/Research and Development functions of the business and the Chief Technology Officer of Diginex Limited following the close of the IPO. Prior to this, he held the position of Senior Director & Head of Corporate Solutions at Diginex Limited (DiginexHK) from May 2018. Mr. Bridges has spent 8 years working in Asia in technology leadership roles, and prior to DiginexHK, was Managing Director at Startech Limited (formerly the dedicated and sole technology partner of MoneyHero Ltd – NASDAQ:MNY) from June 2016 until May 2018. Prior to this Mr. Bridges held a number of technology research and development positions with Experian PLC (LON:EXPN) between 2006 and 2015, based out of London, UK. Mr. Bridges holds a degree in Business and Information Communications Technology from Nottingham Trent University.

JessicaCamus- Demarche has served as Chief Corporate Affairs and Sustainability Officer of DSL since June 2020 and the Chief Corporate Affairs and Sustainability Officer for Diginex Limited following the close of the IPO. Mrs. Camus has spent over a decade working in the sustainability ecosystem, leading advisory services and public-private partnerships. Previously, she managed her own consultancy firm Ignis Consulting from 2016-2018, advising the World Bank, German Development Cooperation (GIZ), WBCSD, and small and mid-cap enterprises in emerging markets on sustainability strategy and scaling impact. Jessica served as an Associate Director at the World Economic Forum in NYC and Geneva from 2008 – 2015. She was a Global Leadership Fellow of the World Economic Forum from 2012-15 and served as a Financial Market Executive from 2004 - 2005 at Thomson Reuters. She also acted as a Non-Executive Director of an LSE AIM-listed company, Obtala Limited from 2016 – 2018. Jessica holds an Executive Master’s in Leadership from Wharton, Columbia, LBS and INSEAD, an Executive Master in Business Administration from IE Business School in Madrid and an Master’s Degree in Development from the Graduate Institute of International Relations in Geneva.

On 1 April 2024, Daniel Campion joined Diginex as Chief Commercial Officer. On May 31, 2025, Mr. Campion terminated his employment with Diginex for personal reasons. Diginex may continue to work with Mr. Campion in the future on a consulting basis

6.B.	Compensation

ExecutiveOfficer and Director Compensation

For the year ended March 31, 2025, Diginex Limited paid its executive officers (as per those included in the director and senior management table of DSL on the above section) for services in all capacities, an aggregate compensation of approximately $1.6 million. The compensation was paid in cash for both periods. The executive officers did not receive performance bonuses for the year ended March 31, 2025. As of the date of this document, the executive officers had exercised employee shares options and received 949,560 Ordinary Shares of Diginex Limited and hold 303,400 unvested share option plus additional unvested share options that equate to 1.7% of the outstanding share capital of the Company that will vest 36 months after commencement of employment or upon any accelerated vesting as approved by the board. The share options convert into shares of the Company on a one-to-one basis. The share options have an exercise price of US$0.00005.

The executive members of the board of directors did not receive any compensation, in relation to their board responsibilities, in the year ended March 31, 2025, and going forward, Diginex Limited does not expect to have a compensation plan for executive directors.

Non-executive directors received compensation from the date of appointment in December 2024 to March 2025. They were collectively paid less than US$0.1 million.

Diginex does contribute to mandatory government pension schemes. Pension contributions for the year ended March 31, 2025 are included in the aggregate compensation noted above.

DiginexLimited Employee Share Option Plan (the “Incentive Plan”)

Purpose;Types of Awards.

The purpose of the Incentive Plan is (i) to encourage profitability and growth through short-term and long-term incentives that are consistent with Diginex Limited’s objectives; (ii) to give participants an incentive for individual performance; (iii) to promote teamwork among participants; and (iv) to give Diginex Limited an advantage in attracting and retaining key employees, directors, and consultants. To accomplish this purpose, the Incentive Plan permits the granting of awards in the form of options, share appreciation rights (“SARs”), restricted shares, restricted share units, performance based awards (including performance shares, performance units and performance bonus awards), and other share-based or cash-based awards.

SharesSubject to the Incentive Plan.

The aggregate number of shares that are available for issuance pursuant to awards granted under the Incentive Plan is equal to 5,400,000 Ordinary Shares. The maximum number of shares subject to Incentive Plan awards granted during any fiscal year to any non-employee director, when taken together with any cash fees paid to the director during the year in respect of his or her service as a director, may not exceed $200,000 in total value. If an award granted under the Incentive Plan is forfeited, canceled, settled, or otherwise terminated without a distribution of shares, the shares underlying that award will again become available for issuance under the Incentive Plan. However, none of the following shares will be available for issuance under the Incentive Plan: (i) shares delivered to or withheld to pay withholding taxes, (ii) shares used to pay the exercise price of an option, or (iii) shares subject to any exercised share-settled SARs. Any substitute awards shall not reduce the shares authorized for grant under the Incentive Plan.

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Administrationof the Incentive Plan.

The Incentive Plan will be administered by the plan administrator, who is the Diginex Limited board of directors or a committee that it designates. The plan administrator has the power to determine the terms of the awards granted under the Incentive Plan, including the exercise price, the number of shares subject to each award, and the exercisability of the awards. The plan administrator also has the power to determine the persons to whom and the time or times at which awards will be made and to make all other determinations and take all other actions advisable for the administration of the Incentive Plan.

Participation.

Participation in the Incentive Plan will be open to employees, contractors and consultants, who have been selected as an eligible recipient under the Incentive Plan by the plan administrator.

Typesof Awards.

The types of awards that may be made under the Incentive Plan are described below. All of the awards described below are subject to the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the plan administrator, subject to certain limitations provided in the Incentive Plan.

Performance-BasedAwards.

Diginex Limited may grant an award conditioned on satisfaction of certain performance criteria. Such performance-based awards include performance-based restricted shares and restricted share units.

PerformanceGoals.

If the plan administrator determines that the performance-based award to an employee is subject to performance goals, then the performance-based criteria upon which the awards will be based shall be by reference to any one or more of the following: earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; net operating profit after tax; cash flow; revenue; net revenues; sales; days sales outstanding; scrap rates; income; net income; operating income; net operating income, operating margin; earnings; earnings per share; return on equity; return on investment; return on capital; return on assets; return on net assets; total shareholder return; economic profit; market share; appreciation in the fair market value, book value or other measure of value of Ordinary Shares; expense/cost control; working capital; volume/production; new products; customer satisfaction; brand development; employee retention or employee turnover; employee satisfaction or engagement; environmental, health, or other safety goals; individual performance; strategic objective milestones; days inventory outstanding; or any other performance goals or a combination of performance goals selected by the plan administrator. Performance goals may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators.

RestrictedShares.

A restricted share award is an award of Ordinary Shares that vests in accordance with the terms and conditions established by the plan administrator. The plan administrator will determine in the award agreement whether the participant will be entitled to vote the restricted shares and/or receive dividends on such shares.

RestrictedShare Units.

A restricted share unit is a right to receive shares or the cash equivalent of Ordinary Shares at a specified date in the future, subject to forfeiture of such right.

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ShareOptions.

A share option entitles the recipient to purchase Ordinary Shares at a fixed exercise price. The exercise price per share will be determined by the plan administrator in the applicable award agreement in its sole discretion at the time of the grant. The maximum term of each option shall be fixed by the plan administrator, but in no event shall an option be exercisable more than (i) ten (10) years after the date such option is granted to an employee of Diginex Limited or its affiliates on the date of grant, or (ii) five (5) years after the date such option is granted to a person who is not an employee of Diginex Limited or its affiliates on the date of grant.

ShareAppreciation Rights (SAR).

A SAR entitles the holder to receive an amount equal to the difference between the fair market value of an ordinary share on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of an ordinary share on the grant date), multiplied by the number of shares subject to the SAR (as determined by the plan administrator).

OtherShare-Based Awards.

Diginex Limited may grant or sell to any participant unrestricted Ordinary Shares under the Incentive Plan or a dividend equivalent. A dividend equivalent is a right to receive payments, based on dividends with respect to Ordinary Shares.

OtherCash-Based Awards.

Diginex Limited may grant cash awards under the Incentive Plan, including cash awards as a bonus or upon the attainment of certain performance goals.

EquitableAdjustments.

In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, extraordinary dividend, stock/share split or reverse share split, combination or exchange of shares, or other change in corporate structure or payment of any other distribution, the maximum number and kind of shares reserved for issuance or with respect to which awards may be granted under the Incentive Plan will be adjusted to reflect such event, and the plan administrator will make such adjustments as it deems appropriate and equitable in the number, kind and exercise price of Ordinary Shares covered by outstanding awards made under the Incentive Plan, and in any other matters that relate to awards and that are affected by the changes in the shares referred to in this section.

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Amendmentand Termination.

The plan administrator may alter, amend, modify, or terminate the Incentive Plan at any time. In addition, no modification of an award will, without the prior written consent of the participant, adversely alter or impair any rights or obligations under any award already granted under the Incentive Plan.

6.C.	Board Practices

BoardComposition

Diginex Limited’s business affairs are managed under the direction of its board of directors. Diginex Limited’s board of directors consists of five members. Our external directors serve for a three-year term which commenced on December 20, 2024.

DirectorIndependence

Diginex Limited’s board of directors consists of five members, three of whom qualify as independent within the meaning of the independent director guidelines of Nasdaq. Tomicah Tillemann-Dick, Carnel Geddes and Katerina Klezlova are “independent directors” as defined in the rules of Nasdaq and applicable SEC rules.

Committeesof the Board of Directors

Diginex Limited’s board of directors has established an audit & risk committee and a nomination & compensation committee. Carnel Geddes serves as the chair of both committees. Members will serve on these committees until their resignation or until otherwise determined by Diginex Limited’s board of directors.

Audit& Risk Committee

The Company’s audit & risk committee oversees Diginex Limited’s corporate accounting and financial reporting process. Among other matters, the audit & risk committee:

●	appoints<br> Diginex Limited’s independent registered public accounting firm;
●	evaluates<br> the independent registered public accounting firm’s qualifications, independence and performance;
●	determines<br> the engagement of the independent registered public accounting firm;
●	reviews<br> and approves the scope of the annual audit and the audit fee;
●	discusses<br> with management and the independent registered public accounting firm the results of the annual audit and the review of the Diginex<br> Limited’s interim financial statements;
●	approves<br> the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

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| --- | | ● | monitors the rotation of partners of the independent registered public accounting firm on Diginex Limited’s engagement team in accordance with requirements established by the SEC; | | --- | --- | | ● | is responsible for reviewing Diginex Limited’s financial statements and the Company’s management’s discussion and analysis of financial condition and results of operations to be included in the Company’s annual and interim reports to be filed with the SEC; | | ● | reviews the Company’s critical accounting policies and estimates; | | ● | oversees the development and maintenance of the risk management framework, including the risk management policies, risk appetite and risk strategy; | | ● | ensures adequate processes and systems for identifying, reporting and mitigating all relevant risk exposures, including legal, commercial, financial and operational risks; and | | ● | reviews key risk reports and risk registers and provides oversight of the key risks Diginex is exposed to. |

The chair of the audit & risk committee is Carnel Geddes. Tomicah Tillemann-Dick and Katerina Klezlova are also members of the audit & risk committee. Diginex Limited believes that Carnel Geddes qualifies as an “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K. Diginex Limited’s board of directors has adopted a written charter for the audit & risk committee.

Nominationand Compensation Committee

Diginex Limited’s nomination and compensation committee will review and recommend policies relating to compensation and benefits of Diginex Limited’s officers and employees. Among other matters, the nomination and compensation committee will:

●	assist<br> the board in overseeing Diginex Limited’s employee compensation policies and practices, including approving the compensation<br> of the CEO and other executive officers and reviewing and approving incentive and equity compensation policies and programs;
●	produce<br> the annual report of the committee required by the rules of the SEC; and
●	consider<br> and make recommendations relating to the selection and qualification of directors and candidates nominated to serve as directors.

The chair of the Company’s nomination and compensation committee is Carnel Geddes. Tomicah Tillemann-Dick and Katerina Klezlova are also members of the compensation committee. Diginex Limited’s board of directors has adopted a written charter for the nomination and compensation committee.

6.D.	Employees

As of March 31, 2025, DSL has a current headcount of 32, among which 23 are employees in Hong Kong and United Kingdom and 9 are contractors based in France, Germany, Spain, Canada, Dubai, Mexico , Singapore and Australia.

6.E.	Share Ownership

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this Annual Report on Form 20-F, and as adjusted to reflect the sale of the Ordinary Shares offered in this offering for:

● each of our directors and executive officers; and

● each person known to us to own beneficially more than 5% of our Ordinary Shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person as of July 11, 2025 is based on 22,993,763 Ordinary Shares issued and outstanding with the following exceptions (1) the percentage for Rhino Ventures Limited and Miles Pelham assumes the exercise of 6,750,000 IPO Warrants held by Rhino Ventures Limited and (2) the percentage for Nomas Global Investments – L.C.C-S.P.C. assumes the exercise of 6,750,000 IPO Warrants held by Nomas Global Investments – L.C.C-S.P.C.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this Annual Report on Form 20-F are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

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| --- | | Name of Beneficial Owner | Number of Ordinary Shares beneficially owned | | Percentage of Ordinary Shares beneficially owned | | | | --- | --- | --- | --- | --- | --- | | Miles Pelham(1) | | 14,684,627 | | 49.4 | %(7) | | Rhino Ventures Limited(1) | | 14,390,247 | | 48.4 | %(7) | | Mark Blick (2) | | 294,380 | | * | | | Graham Bridges (3) | | 180,400 | | * | | | Christian Thierfelder (4) | | 180,400 | | * | | | All directors and Executive Officers as a Group | | 15,339,807 | | 51.6 | % | | Five Percent Holders: | | | | | | | HBM IV, Inc. (5) | | 3,663,062 | | 15.9 | % | | Nomas Global Investments-L.L.C-S.P.C. (6) | | 6,750,000 | | 22.7 | %(8) |

* Less than 1%

(1)	Rhino<br> Ventures Limited, a British Virgin Islands limited liability company, is wholly-owned and managed by Miles Pelham, who has voting<br> and dispositive control over the Ordinary Shares held by Rhino Ventures Limited. The business address of Rhino Ventures Limited is<br> Craigmuir Chambers, Road Town, Tortola, VS 1110, British Virgin Islands. In addition to holding 7,640,247 Ordinary Shares, Rhino<br> Ventures Limited also beneficially owns shares based in its right to exercise the following warrants within the next sixty (60) days<br> (a) 4,170,520 warrants for Ordinary Shares equal to 51% of the Company’s outstanding Ordinary Shares at the time the warrants<br> are exercised, exercisable at a price of $6.13 per warrant and expire on May 27, 2027 and (b) (i) warrants to purchase 2,250,000<br> Ordinary Shares, exercisable at a price of $5.13 per share and which expire 6 months after January 23, 2025, (ii) warrants to purchase<br> 2,250,000 Ordinary Shares, exercisable at a price of $6.15 per share and which expire 9 months after January 23, 2025 and (iii) warrants<br> to purchase 2,250,000 Ordinary Shares, exercisable at a price of $7.18 per share and which expire 12 months after January 23, 2025.<br> The 4,170,520 warrants for Ordinary Shares equal to 51% of the Company’s outstanding Ordinary Shares at the time the warrants<br> are exercised held by Rhino Ventures Limited are not included in the 14,390,247 Ordinary Shares beneficially owned by Rhino Ventures<br> Limited. Miles Pelham holds 294,380 Ordinary Shares in his own name. In addition to holding 7,934,627 Ordinary Shares. Miles Pelham<br> also holds 303,400 unexercised employee share options.
(2)	Mark<br> Blick, Chief Executive Officer at Diginex Limited holds 294,380 and is resident in Hong Kong
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(3)	Graham<br> Bridges, Chief Technology Officer at Diginex Limited holds 180,400 Ordinary Shares and is resident in Hong Kong
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(4)	Christian<br> Thierfelder, Chief Operating Officer at Diginex Limited holds 180,400 Ordinary Shares and is resident in Monaco.
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(5)	HBM<br> IV, Inc. is incorporated in the State of Delaware. HBM IV, Inc. held 2,583,820 shares of Diginex Limited Preferred Shares which converted<br> into 2,583,820 Ordinary Shares of Diginex Limited upon the registration statement being declared effective on December 20, 2024.<br> In addition, HBM IV, Inc held a $2 million convertible loan note that converted into 1,079,242 Ordinary Shares, upon the registration<br> statement being declared effective on December 20, 2024. In total HBM IV, Inc hold 3,663,062 Ordinary Shares. Pursuant to the definition<br> of “beneficial owner” set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of HBM IV,<br> Inc., Hearst Communications, Inc., Hearst Holdings, Inc., The Hearst Corporation, and The Hearst Family Trust may be deemed to beneficially<br> own the shares held by HBM IV, Inc. Hearst Communications, Inc. has the power to direct the voting and disposition of the shares<br> as the controlling stockholder of HBM IV, Inc. Hearst Holdings, Inc. has the power to direct the voting and disposition of the shares<br> as the controlling stockholder of Hearst Communications, Inc. The Hearst Corporation has the power to direct the voting and disposition<br> of the shares as the controlling stockholder of Hearst Holdings, Inc. The Hearst Family Trust has the power to direct the voting<br> and disposition of the shares as the controlling stockholder of The Hearst Corporation. No natural person ultimately has the investment<br> and/or voting power over the shares of Diginex Limited beneficially owned by HBM IV, Inc. The Hearst Family Trust (the “Trust”),<br> as referenced above, is controlled by three or more trustees, none of whom individually has investment and/or voting power over the<br> shares beneficially owned by the Trust. The address of each of HBM IV, Inc., Hearst Communications, Inc., Hearst Holdings, Inc.,<br> The Hearst Corporation and The Hearst Family Trust is 300 West 57th Street, New York, NY 10019, USA.
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| --- | | (6) | Nomas Global Investments-L.L.C-S.P.C. beneficially owns these shares based in its right to exercise the following warrants within the next sixty (60) days: (i) warrants to purchase 2,250,000 Ordinary Shares, exercisable at a price of $8.20 per share and which expire 15 months after January 23, 2025, (ii) warrants to purchase 2,250,000 Ordinary Shares, exercisable at a price of $10.25 per share and which expire 18 months after January 23, 2025 and (iii) warrants to purchase 2,250,000 Ordinary Shares, exercisable at a price of $12.30 per share and which expire 24 months after January 23, 2025. | | --- | --- | | (7) | This percentage is calculated based on 29,743,763 outstanding Ordinary Shares of Diginex, which includes the 6,750,000 Ordinary Shares underlying the IPO Warrants owned by Rhino Ventures Limited. | | (8) | This percentage is calculated based on 29,743,763 outstanding Ordinary Shares of Diginex, which includes the 6,750,000 Ordinary Shares underlying the IPO Warrants owned by Nomas Global Investments-L.L.C-S.P.C. |

As of the date of this document, we have 33 shareholders of record. All of our officers, directors and shareholders as of the date of this document are subject to lock-up agreements in connection with the IPO.

We believe that Diginex Limited’s offers, sales and issuances of the securities to its shareholders were exempt from registration either (a) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder, in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2), (b) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States, or (c) under Rule 701 promulgated under the Securities Act in that the transactions were underwritten compensatory benefit plans or written compensatory contracts.

6.F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

ITEM

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.	Major Shareholders

See “Item 6. Directors, Senior Management and Employees— 6. E. Share Ownership.”

7.B.	Related Party Transactions

SolutionsBusiness Acquisition

On May 15, 2020, Diginex Limited, a company incorporated in Hong Kong, an entity related to the Company (“Diginex HK”), together with Diginex Solutions Limited, sold the legal entities of Diginex Solutions (HK) Limited and Diginex USA LLC, together with the trademarks associated with the Diginex name, to a related party, Rhino Ventures Limited, an entity controlled by Miles Pelham, the founder and former chairman of Diginex HK. The consideration of $6,000,000, that was paid by Rhino Ventures Limited for Diginex Solutions (HK) Limited and Diginex USA LLC, was netted against the shareholder loan between Diginex HK and Pelham Limited, another entity controlled by Miles Pelham. In addition, Diginex HK agreed to fund the business for six months post the sale at a 25% discount to the projected costs.

DiginexServices Limited Acquisition

On September 20, 2021, Diginex Solutions (HK) Limited acquired Diginex Services Limited, a company incorporated in the United Kingdom and controlled by Rhino Ventures Limited for no cash payment. Prior to the acquisition Diginex Solutions (HK) Limited had been funding Diginex Services Limited for, primarily, the provision of IT maintenance and development services.

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RhinoVentures Loan

Rhino Ventures Limited advanced a loan to Diginex Solutions (HK) Limited. At March 31, 2024 the outstanding balance was $1.6 million and charged interest of 8% per annum. During the year ended March 31, 2025, Rhino Ventures Limited continued to fund Diginex and on 28 May 2024 converted $1.9 million of the outstanding loan into equity as part consideration for an $8.0 million capital raise. The $8 million capital raise was supplemented by an interest free cash advance by Rhino Ventures of $6.1 million (March 31, 2024: $5.3 million). Upon completion of the $8 million capital raise, Rhino Ventures Limited was issued 5,086 shares in DSL which amounted to 4,170,520 Ordinary Shares in Diginex Limited following the Restructure. In addition, Rhino Ventures was also issued warrants, which, post the Restructure, amounted to 4,170,520 warrants with an exercise price of $6.13 per warrant. The warrants are exercisable for a period of three years from the date they were issued, May 27, 2024. The warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company’s outstanding Ordinary Shares at the time the warrants are exercised. This amount will be prorated in the event of partial exercise of the warrants.

In addition, upon pricing of the IPO in January 2025, Rhino Ventures agreed to convert $3 million of an outstanding loan at the listing price. The outstanding loan amounted to $3.5 million and on January 21, 2025, $3.0 million of the outstanding loan was converted into Ordinary Shares at a price of $4.10 resulting in the issuance of 731,707 Ordinary Shares. The balance of the loan, $0.5 million, was repaid in cash to Rhino Ventures Limited.

At March 31, 2025 there was no loan outstanding between Diginex and Rhino Ventures Limited.

DiginexHoldings Loan

On June 28, 2022 Diginex Holdings Limited, a company controlled by Rhino Ventures Limited advanced a loan of $1 million to Diginex Solutions (HK) Limited, bearing an 8% interest coupon. The loan remained outstanding at $1 million but as part of the Restructure, this loan was transferred into a $1 million convertible loan note of which Rhino Ventures Limited held $517,535 of the principal amount of the convertible loan note and Working Capital Innovation Fund II L.P. held $482,465 of the principal amount. Both loan notes converted into Ordinary Shares upon the registration statement being declared effective on December 20, 2024.

ConvertibleLoan Notes

Between August 2022 and July 2023 Diginex raised $3.35 million through the issuance of Convertible Loan Notes to existing Diginex shareholders. The Convertible Loan Notes had a maturity on the second anniversary of the effective date, bear an 8% coupon and convert into Ordinary Shares into equity upon the Company becoming publicly listed. In the year ended March 31, 2024, Working Capital Innovation Fund II LP invested a further $0.1 million and as part of the Restructuring, a $1 million loan due from DSL to a related company, Diginex Holdings Limited, was transferred into a $1 million convertible loan note of which Rhino Ventures Limited held $517,535 of the principal amount of the convertible loan note and Working Capital Innovation Fund II L.P. held $482,465 of the principal amount of the convertible loan note. The terms of the new convertible loan notes also charged interest at 8% per annum and had a maturity date of December 31, 2024. On August 3, 2024 a Convertible Loan Note issued to HBM IV, Inc for US$1.0 million had the maturity date extended from August 3, 2024 to January 3, 2025. The purchasers of Convertible Loan Notes included certain holders of more than 5% of the Company’s capital stock and certain directors or their respective affiliates. The following table sets forth the Convertible Loan Notes issued to these related parties:

Stockholder	Principal<br> Amount of Convertible Loan Notes
HBM<br> IV, Inc.	$	2,000,000
Nalimz<br> Holdings Limited	$	1,000,000
Rhino<br> Ventures Limited	$	517,535

All Convertible Loan Notes converted into 2,347,134 Ordinary Shares upon the registration statement being declared effective on December 20, 2024.

PreferredShares

HBM IV, Inc. held 2,583,820 Preferred Shares in the Company. Upon the registration statement being declared effective on December 20, 2024, the Preferred Shares were converted into 2,583,820 Ordinary Shares.

The $8 million capital raise in May 2024 triggered an anti-dilution clause in the Articles of Association of Diginex and resulted in 151 Preferred Shares of DSL being issued to HBM IV, Inc. The 151 Preferred Shares were fair valued at $369,648.

At the date of this Annual Report on Form 20-F there are no issued or outstanding Preferred Shares.

MilesPelham compensation

During the years ended March 31, 2024 and 2025, Miles Pelham, the owner of Rhino Ventures Limited was paid $250,000 per annum for the provision of management services to the Group. In the year ended March 31, 2025 he also received a bonus of $10,417 post the completion of the IPO. This amount is included in the aggregate compensation of approximately $1.6 million amount set forth in the section “Compensation – Executive Officer and Director Compensation.”

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RelatedParty Revenue

During the years ended March 31, 2024 and 2025, Diginex provided commercial services to certain shareholders. During the period, Diginex engaged with Sustainable Fitch Limited, a related party with HBM IV, Inc. and Hafnia SG Pte. Ltd earning $30,000 in the year ended March 31, 2025 (March 31, 2024: $56,000) and $12,680 during the year ended March 31, 2025 (March 31, 2024: $10,977) respectively.

Restructuring

Diginex Limited is a Cayman Islands exempted company, incorporated under the laws of the Cayman Islands on January 26, 2024. Upon incorporation, one (1) ordinary share of Diginex Limited was issued to Rhino Ventures Limited, a shareholder of DSL. On July 15, 2024, Diginex Limited and Diginex Solutions (HK) Limited (“DSL”) completed a restructuring pursuant to a share exchange agreement (the “Share Exchange Agreement”), whereby the then existing shareholders of DSL (the “Original Shareholders”) transferred all of their shares in DSL to Diginex Limited, in consideration for Diginex Limited’s issuance of substantially the same securities to such shareholders in exchange for the securities of DSL held by Original Shareholders (the “Exchange”). Prior to the Exchange there were 16,756 ordinary shares of DSL issued and outstanding, 3,151 preferred shares of DSL issued and outstanding and 10,172 warrants of DSL issued and outstanding. In the Exchange, each of the securities of DSL were exchanged for substantially the same securities of Diginex Limited at an exchange ratio of one (1) ordinary share of DSL for four hundred and ten (410) Ordinary Shares of Diginex Limited, one (1) preferred share of DSL for four hundred and ten (410) Preferred Shares of Diginex Limited and one (1) warrant of DSL for four hundred and ten (410) warrants of Diginex Limited.

IPOWarrants

On January 23, 2025, the Company issued Rhino Ventures Limited IPO Warrants identified below in connection with the IPO.

1.	Tranche 1 - Warrants to<br> purchase 2,250,000 Ordinary Shares at an exercise price of $5.13 per share, which expire 6 months from January 23, 2025
2.	Tranche 2 - Warrants to<br> purchase 2,250,000 Ordinary Shares at an exercise price of $6.15 per share, which expire 9 months from January 23, 2025
3.	Tranche 3 - Warrants to<br> purchase 2,250,000 Ordinary Shares at an exercise price of $7.18 per share, which expire 12 months from January 23, 2025
4.	Tranche 4 - Warrants to<br> purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23, 2025
5.	Tranche 5 - Warrants to<br> purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January 23, 2025
6.	Tranche<br> 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $12.30 per share, which expire 24 months from January 23,<br> 2025

On May 6, 2025, Rhino Ventures Limited conveyed, transferred and assigned the following IPO Warrants to Nomas Global Investments-L.L.C-S.P.C.:

1.	Tranche 4 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23, 2025
2.	Tranche 5 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January 23, 2025
3.	Tranche 6 - Warrants to purchase 2,250,000 Ordinary Shares at an<br> exercise price of $12.30 per share, which expire 24 months from January 23, 2025

At the date of this Annual Report on Form 20-F no warrants have been exercised.

7. C.	Interests of Experts and Counsel

Not Applicable.

ITEM

FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

See Item 18 of this Report which contains our consolidated financial statements prepared in accordance with IFRS.

Legal proceedings.

We may from time to time become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention. As of the date of this Annual Report, we are not aware of any such legal proceedings or claims that in the opinion of our management will have a material adverse effect on our business, financial condition or operating results. Although the results of litigation and claims cannot be predicted with certainty, we believe that the final outcome of ordinary course matters will not have a material adverse effect on our business, operating results, financial condition or cash flows.

Policyon Dividend Distributions

We have not previously declared, or paid cash dividends, and we have no plan to declare or pay any dividends in the near future. We currently intend to retain most, if not all, of our available funds and future earnings to operate and expand our business.

B.	Significant Changes

Except as otherwise disclosed in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included herein.

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ITEM

THE OFFER AND LISTING

A.	Offer and Listing Details

Not applicable.

B.	Plan of Distribution

Not applicable.

C.	Markets

Our Ordinary Shares are listed on the Nasdaq Capital Market since January 2025 under the symbol “DGNX”. Since February 20, 2025, our Ordinary Shares have, in addition to the Nasdaq Capital Market, been listed to trade on the Frankfurt Stock Exchange (Open Market) and the Tradegate Exchange under the symbol “I0Q.”

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM

ADDITIONAL INFORMATION

A.	Share Capital

As of the date of this Report, we are authorized to issue a maximum of 960,000,000 ordinary shares with a par value of $0.00005 per share and 40,000,000 preferred shares with a par value of $0.00005 per share. As of July 11, 2025, there were 22,993,763 ordinary shares outstanding and zero preferred shares outstanding.

B.	Memorandum and Articles of Association

We are an exempted Cayman Islands company incorporated under the laws of the Cayman Islands and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Act (As Revised) of the Cayman Islands. Our Amended and Restated Memorandum and Articles is attached hereto as Exhibit 1.1.

The following are summaries of material provisions of our Amended and Restated Memorandum and Articles of Association and the Companies Act insofar as they relate to the material terms of our ordinary shares.

RegisteredOffice

Our registered office is at the offices of Ogier Global (Cayman) Limited, 89 Nexus Way Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Boardof Directors

See “Item 6. Directors, Senior Management and Employees.”

OrdinaryShares

Our Ordinary Shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our Ordinary Shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares or warrants to bearer.

As of the date of this Annual Report on Form 20-F, our authorized share capital is US$50,000 divided into (i) 960,000,000 Ordinary Shares of par value $0.00005 each (the “Ordinary Shares”) and (ii) 40,000,000 preferred shares of par value $0.00005 each (the “Preferred Shares”) Subject to the provisions of the Companies Act and our articles regarding redemption and purchase of the shares (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of Nasdaq, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under applicable law, our directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. The directors may deal with unissued shares either at a premium or at par, or with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise. No share may be issued at a discount except in accordance with the provisions of the Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

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PreferredShares

Holder of Preferred Shares shall have one (1) vote for each share he holds, unless any such Preferred Share carries special voting rights. The holders of Preferred Shares and Ordinary Shares shall vote together as a single class unless it is required by applicable law or the Company’s Article of Association that Preferred Shares to vote separately as a class.

All then outstanding Preferred Shares were converted into Ordinary Shares when the Company’s registration statement was declared effective by the SEC on December 20, 2024. There are no Preferred Shares issued or outstanding at the time of this amended registration statement.

Each holder of Preferred Shares shall be entitled to receive dividends, out of any funds legally available therefor, prior and in preference to any declaration or payment of any dividend on the Ordinary Shares or any other class or series of shares issued by the Company, at the rate of four percent per annum of the applicable issue price of the Preferred Shares, on a non-cumulative basis, for each Preferred Share held by such holder.

The Preferred Shares are redeemable at the request of the holders of a majority of the Preferred Shares at earlier of (i) F-1 Effectiveness has not taken place on or before the fifth anniversary of the date on which the first.

Other Instruments not described in Memorandumand Articles of Association:

Warrants

Rhino Ventures Limited holds 4,170,520 warrants (the “2024 Warrants”) that are currently outstanding and are exercisable for a period of three years from the date they were issued, May 27, 2024 by DSL and cancelled and re-issued in Diginex Limited upon the Restructuring on July 15, 2024, at an exercise price of US$6.13 per warrant. The 2024 Warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company’s outstanding Ordinary Shares at the time the 2024 Warrants are exercised. The amount of shares issued under the 2024 Warrants will be prorated in the event of partial exercise of the 2024 Warrants.

IPOWarrants

On January 23, 2025, the Company issued Rhino Ventures Limited the IPO Warrants identified below in connection with the IPO.

1.	Tranche<br> 1 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $5.13 per share, which expire 6 months from January 23,<br> 2025
2.	Tranche<br> 2 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $6.15 per share, which expire 9 months from January 23,<br> 2025
3.	Tranche<br> 3 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $7.18 per share, which expire 12 months from January 23,<br> 2025
4.	Tranche<br> 4 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23,<br> 2025
5.	Tranche<br> 5 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January<br> 23, 2025
6.	Tranche<br> 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $12.30 per share, which expire 24 months from January 23,<br> 2025

On May 6, 2025, Rhino Ventures Limited conveyed, transferred and assigned the following IPO Warrants to Nomas Global Investments-L.L.C-S.P.C.:

1.	Tranche<br> 4 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23,<br> 2025
2.	Tranche<br> 5 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January<br> 23, 2025
3.	Tranche<br> 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $12.30 per share, which expire 24 months from January 23,<br> 2025

The Tranche 1 Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $5.13 per share, which expire 6 months from January 23, 2025 are held by Rhino Ventures Limited and are attached hereto as Exhibit 2.3. The Tranche 2 Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $6.15 per share, which expire 9 months from January 23, 2025 are held by Rhino Ventures Limited and are attached hereto as Exhibit 2.4. The Tranche 3 Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $7.18 per share, which expire 12 months from January 23, 2025 are held by Rhino Ventures Limited and are attached hereto as Exhibit 2.5. The Tranche 4 Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23, 2025 are held by Nomas Global Investments-L.L.C-S.P.C. and are attached hereto as Exhibit 2.6. The Tranche 5 Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January 23, 2025 are held by Nomas Global Investments-L.L.C-S.P.C. and are attached hereto as Exhibit 2.7. The Tranche 6 Warrants to purchase 2,250,000 Ordinary Shares at an exercise price $12.30 per share, which expire 24 months from January 23, 2025 are held by Nomas Global Investments-L.L.C-S.P.C. and are attached hereto as Exhibit 2.8.

Convertibleloan notes

The $4.35 million in convertible notes shall automatically convert into Ordinary Shares at the conversion price on the earlier of the following events, (i) a relevant fund raising above $10 million, (ii) change of control, or (iii) F-1 being declared effective. Such ordinary class of shares to be issued to investors in connection with the relevant fund raising or issued at the completion of the change of control or this Annual Report on Form 20-F on Form F-1 being declared effective. The conversion price for the $4.35 million convertible notes would be calculated using a valuation of $60 million for the Company.

On December 20, 2024, the Company’s registration statement on Form F-1 was declared effective by the SEC. This resulted in the conversion of all outstanding convertible loan notes into 2,347,134 Ordinary Shares

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Consulting Agreements

Chardan

On July 8, 2024, DSL entered into an Updated Engagement Letter, which was revised on December 16, 2024 (the “Chardan EL”) with Chardan Capital Markets, LLC (“Chardan”) replacing its prior engagement letter with Chardan, dated January 24, 2024, pursuant to which Chardan was to act as DSL’s lead underwriter. Pursuant to the Chardan EL, Chardan was not DSL’s underwriter but a financial advisor to DSL. The Company agreed to pay Chardan an advisory fee of $350,000 which was payable as of October 1, 2024, and in no event later than the earlier of (a) February 8, 2025, and (b) consummation of any material corporate transaction, including (i) any Alternative Transaction, as described in Chardan EL, and (ii) any Go-Public Transaction. Full payment was made upon the closing of the IPO. The Chardan EL, also provides Chardan with a right of first refusal, for a period of eighteen (18) months from July 8, 2024, to act as co-lead underwriter, joint book-running manager, and/or placement agent for each and every future public and private equity and public debt offering, including all equity linked financings (each being referred to as a subject transaction), during such eighteen month (18) period with not less than 50% of the economics paid to the full underwriting or placement agent group for any two-handed subject transaction. In the event there are three or more underwriters or placement agents in a subject transaction, Chardan shall be entitled to receive as its compensation no less than thirty percent (30%) of the compensation payable to the full underwriting or placement agent group for that subject transaction.

On March 10, 2025 Chardan agreed to waive their Right of First Refusal for one time only in relation to certain financing to raise up to $250 million with Nomas Global Investments L.L.C. S.P.C and Al Noor Legal Consultants FZE as detailed in the MOU’s signed with both parties. In consideration of the waiver Diginex agrees to engage Chardan as a financial advisor and pay a fee equal to the greater of (a) $750,000 or (b) 1% of the gross proceeds from certain financing. The Chardan waiver agreement is attached hereto as Exhibit 4.17

Dominari and Revere

The Company granted Dominari Securities LLC and Revere Securities LLC (the “Underwriters”) the underwriters in its IPO, a right of first refusal (the “Right of First Refusal”), for a period of twelve (12) months from the Closing Date, which was January 23, 2025, to (a) act as lead or joint-lead manager for any underwritten public offering (b) act as lead or joint book-runner and/or lead or joint placement agent, initial purchaser in connection with any private offering of securities of the Company; and (c) act as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. The Underwriters shall notify the Company of its intention to exercise the Right of First Refusal within fifteen (15) Business Days following notice in writing by the Company. If the Underwriters decline to exercise the Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to such other person or persons than the terms declined by the Underwriters.

On March 7, 2025 the Underwriters agreed to waive their Right of First Refusal for one time only in relation to certain financing to raise up to $250 million with Nomas Global Investments L.L.C. S.P.C and Al Noor Legal Consultants FZE as detailed in the MOU’s signed with both parties. In consideration of the waiver Diginex agrees to pay the Underwriters an aggregate amount of $400,000 within 3 business days of the full gross proceeds of the certain financing. The Dominari, Revere waiver agreement is attached hereto as Exhibit 4.18

PotentialUAE Expansion

Pursuant to the Nomas MOU, Diginex has agreed to Nomas fixed non-refundable fees in an aggregate amount of $800,000, with the initial deferred fund raising payment of $400,000 paid upon signing of the Nomas MOU and the balance of the Nomas MOU fees payable in equal installments upon the occurrence of three defined milestones. The Nomas MOU also provides that Diginex shall pay Nomas success fees upon Diginex achieving certain capital raise targets and the successful listing of Diginex’s securities on the ADX. Pursuant to the Al Noor MOU, Diginex has agreed to Al Noor fees in an aggregate amount of $650,000, with the initial payment of $250,000 paid upon signing of the Al Noor MOU, an additional amount of $150,000 payable on April 15, 2025 and the balance of the Al Noor MOU fees in equal installments upon the occurrence of three defined milestones. The Al Noor MOU also provides that Diginex shall pay Al Noor success fees upon Diginex achieving certain capital raise targets and the successful listing Diginex’s securities on the ADX. A copy of the Nomas MOU is attached hereto as Exhibit 4.10 and the Al Noor MOU is attached hereto as Exhibit 4.11.

FTI

On July 2, 2025, Diginex entered into an engagement letter for FTI Consulting LLP to undertake due diligence on Resulticks Group Companies Pte Limited. It is estimated that the due diligence fee would be in the region of $0.9 million. FTI engagement letter is attached hereto as Exhibit 4.20.

Transaction MOU’s

MatterDK ApS Transaction

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ResulticksGlobal Companies Pte. Limited Transaction

	Earnout Amount		Accounting Period	EBITDA Threshold*
a.	$	166,666,666	Fiscal Year 2026	$	100,000,000
b.	$	166,666,667	Fiscal Year 2027	$	200,000,000
c.	$	166,666,667	Fiscal Year 2028	$	325,000,000

* Resulticks shall receive a pro rated portion of the Earnout Amount provided Resulticks achieves between 75% and 100% of the EBITDA Threshold.

FundingAgreement

ResulticksAgreement

On June 23, 2025, Diginex entered into agreement with Resulticks (“Resulticks Agreement”). Under the terms of this agreement, the Group has agreed to provide Resulticks with funding of up to $11,000,000, to be disbursed in tranches as mutually agreed between the parties. The funding is intended to be completed by July 11, 2025 and will be offset against the proposed $200 million post-acquisition funding, if the acquisition proceeds.

In the event that (a) the parties mutually determine not to proceed with the acquisition, or (b) the parties fail to enter into a definitive agreement by July 28, 2025 (or such later date as may be mutually agreed) (each a “Deal Failure”), any amounts disbursed under the funding arrangement will become repayable within 45 calendar days of a Deal Failure and will accrue interest at a rate of 10% per annum, effective from the date of initial disbursement until repayment. Furthermore, the agreement provides that if Resulticks raises capital or draws down from a debt facility prior to the acquisition or a Deal Failure, the proceeds from such funding must be applied to repay any amounts disbursed by Diginex under the funding arrangement. A copy of the Resulticks Agreement is attached hereto as Exhibit 4.15

CommercialAgreements

HSBC

On July 2022, DSL and HSBC Global Services (UK) Limited entered into an agreement whereby HSBC would refer clients to diginexESG and in return Diginex would apply a 20% discount to the subscription price for clients referred by HSBC. This agreement covered HSBC clients in the United Kingdom and Hong Kong. In September 2024, this agreement was extended to December 31, 2027 on the same terms.

On November 2024, DSL and HSBC Technology & Services (USA) Inc. entered into an agreement whereby HSBC would refer clients to diginexESG and in return Diginex would apply a 50% discount to the subscription price for clients referred by HSBC. This agreement covered HSBC clients in the USA. The agreement is effective from January 1, 2025 to December 31, 2027. Copies of the HSBC Agreements are attached hereto as Exhibit 4.16.

AikyaBusiness Solutions Private Limited

D.	Exchange Controls and Other Limitations Affecting Security Holders

Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.

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U.S.Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of the ownership and disposition of our Ordinary Shares. This summary applies only to U.S. Holders that hold our Ordinary Shares as capital assets (generally, property held for investment) and that have the U.S. dollar as their functional currency. This summary is based on U.S. tax laws in effect as of the date of this Annual Report on Form 20-F, on U.S. Treasury regulations in effect or, in some cases, proposed as of the date of this Annual Report on Form 20-F, and judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which could apply retroactively and could affect the tax consequences described below. No ruling has been sought from the Internal Revenue Service (“IRS”) with respect to any U.S. federal income tax considerations described below, and there can be no assurance that the IRS or a court will not take a contrary position.

This summary does not address the Medicare tax on certain investment income, U.S. federal estate, gift, backup withholding, and alternative minimum tax considerations, or any state, local, and non-U.S. tax considerations, relating to the ownership and disposition of our Ordinary Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

●	financial<br> institutions or financial services entities;
●	underwriters;
●	insurance<br> companies;
●	pension<br> plans;
●	cooperatives;
●	regulated<br> investment companies;
●	real<br> estate investment trusts;
●	grantor<br> trusts;
●	broker-dealers;
●	traders<br> that elect to use a mark-to-market method of accounting;
●	governments<br> or agencies or instrumentalities thereof;
●	certain<br> former U.S. citizens or long-term residents;
●	tax-exempt<br> entities (including private foundations);
●	persons<br> liable for alternative minimum tax;
●	persons<br> holding stock as part of a straddle, hedging, conversion or other integrated transaction;
●	persons<br> whose functional currency is not the U.S. dollar;
●	passive<br> foreign investment companies;
●	controlled<br> foreign corporations;
●	persons<br> that actually or constructively own 5% or more of the total combined voting power of all classes of our voting stock;
●	partnerships<br> or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Ordinary Shares through such entities
●	the<br> Company’s officers or directors; or
●	holders<br> who are not U.S. Holders.

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For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for U.S. federal income tax purposes:

●	an<br> individual who is a citizen or resident of the United States;
●	a<br> corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States<br> or under the laws of the United States, any state thereof or the District of Columbia;
●	an<br> estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
●	a<br> trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons<br> for all substantial decisions, or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as<br> a U.S. person.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in our Ordinary Shares.

Personsconsidering an investment in our Ordinary Shares should consult their own tax advisors as to the particular tax consequences applicableto them relating to the purchase, ownership and disposition of our Ordinary Shares including the applicability of U.S. federal, stateand local tax laws and non-U.S. tax laws.

Taxationof Dividends and Other Distributions on Our Ordinary Shares

Subject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with such U.S. Holder’s method of accounting for United States federal income tax purposes, as dividends the amount of any distribution paid on the Ordinary Shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder as dividend income and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower capital gains rate, provided that our Ordinary Shares are readily tradable on an established securities market in the United States and the U.S. Holder satisfies certain holding periods and other requirements. In this regard, shares generally are considered to be readily tradable on an established securities market in the United States if they are listed on Nasdaq, as our Ordinary Shares are currently listed on.

Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Ordinary Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Ordinary Shares. In the event that we do not maintain calculations of our earnings and profits under United States federal income tax principles, a U.S. Holder should expect that all cash distributions will be reported as dividends for United States federal income tax purposes. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any cash dividends paid with respect to our Ordinary Shares.

Dividends will generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding taxes imposed on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

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Taxationof Sale or Other Disposition of Ordinary Shares

Subject to the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such Ordinary Shares. Any capital gain or loss will be long term if the Ordinary Shares have been held for more than one year and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of taxation. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the availability of the foreign tax credit under their particular circumstances.

PassiveForeign Investment Company Rules

A non-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash and cash equivalents are categorized as passive assets and the company’s goodwill and other unbooked intangibles are taken into account as non-passive assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

No assurance can be given as to whether we may be or may become a PFIC, as this is a factual determination made annually that will depend, in part, upon the composition of our income and assets. Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in the IPO. Under circumstances where our revenue from activities that produce passive income significantly increase relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is possible that the Internal Revenue Service may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may result in our becoming a PFIC for the current or subsequent taxable years. If we were classified as a PFIC for any year during which a U.S. Holder held our Ordinary Shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder held our Ordinary Shares even if we cease to be a PFIC in subsequent years, unless certain elections are made. Our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year.

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition of Ordinary Shares. Under these rules,

●	the<br> U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Ordinary<br> Shares;
●	the<br> amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable<br> year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income;
●	the<br> amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect<br> for individuals or corporations, as appropriate, for that year; and

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| --- | | ● | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each prior taxable year, other than a pre-PFIC year, of the U.S. Holder. | | --- | --- |

If we are treated as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, or if any of our subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of any lower-tier PFICs for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that such stock is “regularly traded” within the meaning of applicable U.S. Treasury regulations. If our Ordinary Shares qualify as being regularly traded, and an election is made, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

Furthermore, as an alternative to the foregoing rules, a U.S. Holder that owns stock of a PFIC generally may make a “qualified electing fund” election regarding such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains. However, we do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual Internal Revenue Service Form 8621 and provide such other information as may be required by the U.S. Treasury Department, whether or not a mark-to-market election is or has been made. If we are or become a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you.

You should consult your tax advisors regarding how the PFIC rules apply to your investment in our Ordinary Shares.

InformationReporting and Backup Withholding

Certain U.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign financial assets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a U.S. financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.

In addition, dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to additional information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

EACH

PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR ORDINARY SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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CaymanIslands Tax Considerations

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us or holders levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not a party to any double tax treaties that are applicable to any payments made to or by our Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Ordinary Shares, nor will gains derived from the disposal of the Ordinary Shares be subject to Cayman Islands income or corporation tax.

The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (As Revised) together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an economic substance test.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.

I.	Subsidiary Information

Not applicable.

ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Riskmanagement overview

Diginex has exposure to market risk (including currency risk and interest rate risk), credit risk, liquidity risk and capital risk. The Group’s exposure to each of these risks, and its objectives, policies and processes for measuring and managing risk are more fully described in the notes to its consolidated financial statements appearing elsewhere in this annual report.

MarketRisk

(i)	Currency Risk

Diginex’s reporting currency is the US dollar, almost all of its sales are denominated in US dollars with expenses being primarily denominated in either US or Hong Kong dollars. The Hong Kong dollar is pegged to the US dollar hence reducing the exposure to currency risk. However, Diginex does have an increasing exposure to other currencies such as the British Pound and monitors such positions and will consider hedging significant exposures to manage such risk. Diginex does not have a formal policy to hedge its exposure to foreign exchange risk.

(ii)	Interest Rate Risk

Diginex has a minimal interest rate risk as there are no borrowings at variable interest rates.

Creditrisk

Diginex has exposure to credit risk arising from deposits with banks as well as trade receivables.

Financial assets are potentially subject to concentrations of credit risk and failures by counterparties to discharge their obligations in full or in a timely manner. These arise principally from cash and cash equivalents, receivables and other financial assets. The maximum exposure to credit risk is the total of the fair value of the financial assets at the end of the reporting year. Credit risk on cash balances with banks and any other financial instruments is limited because the counter-parties are banks with acceptable credit ratings.

Liquidityand Capital risk

Diginex is exposed to liquidity risk, which is the risk that it will be unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Diginex has historically managed its liquidity risk via equity raises, the issuance of convertible debt instruments, shareholder loans and more recently the completion of an IPO. Diginex monitors its liquidity risk closely.

ITEM

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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PART

ITEM

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not required

ITEM

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not required

ITEM

CONTROLS AND PROCEDURES

Not required

ITEM

[RESERVED]

Not required

ITEM

16A. AUDIT COMMITTEE FINANCIAL EXPERT

Not required

ITEM

16B. CODE OF ETHICS

Diginex has a Code of Business Conduct Ex 99.1

ITEM

16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AuditorFees

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our principal external auditors, UHY LLP.

	Year Ended March 31,
Services	2025	2024
	US	US
Audit Fees^(1)^

All values are in US Dollars.

Note:

(1)	“Audit<br> fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by the independent<br> registered public accounting firms for the audit of the annual financial statements and the review of the interim financial information,<br> included in our Form 20-F, registration statements and other required filings with the SEC.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm, including audit services, audit-related services and tax services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.

ITEM

16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

There have been no exemptions from listing standards required to be disclosed in response to this Item.

ITEM

16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None

ITEM

16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None

ITEM

16G. CORPORATE GOVERNANCE

DiginexLimited

Diginex Limited was incorporated as an exempted company with limited liability under the Companies Act on January 26, 2024. A Cayman Islands exempted company:

●	is a company that conducts<br> its business mainly outside the Cayman Islands;
●	is prohibited from trading<br> in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried<br> on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman<br> Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);
●	does not have to hold an<br> annual general meeting;
●	does not have to make its<br> register of members open to inspection by shareholders of that company;
●	may obtain an undertaking<br> against the imposition of any future taxation;
●	may register by way of<br> continuation in another jurisdiction and be deregistered in the Cayman Islands;
●	may register as an exempted<br> limited duration company; and
●	may register as a segregated<br> portfolio company.

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Foreign Private Issuer Status

Diginex Limited is a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act). The Company is a foreign private issuer as less than 50% of the outstanding voting shares will be held by US residents. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

●	we<br> are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;
●	for<br> interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that<br> apply to domestic public companies;
●	we<br> are not required to provide the same level of disclosure on certain issues, such as executive compensation;
●	we<br> are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
●	we<br> are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations<br> in respect of a security registered under the Exchange Act; and
●	we<br> are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership<br> and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Under Nasdaq Listing Rule 5615(a)(3)(A), a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements, set forth in the Nasdaq Marketplace Rule 5600 Series (with certain exceptions not relevant here). Diginex Limited has elected to be exempt from the requirement: (i) in Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price less than the lower of: (a) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (b) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement; (ii) in Nasdaq Marketplace Rule 5620(c) requiring a Nasdaq-listing company to provide in its by-laws for a quorum of at least 33 1/3 percent of the outstanding shares of the Company’s common voting stock; (iii) in Nasdaq marketplace Rule 5605(b)(2) requiring a Nasdaq-listing company to have regularly scheduled meetings at which only independent directors are present; and (iv) in Nasdaq marketplace Rule 5635(c) requires a Nasdaq-listed company to obtain shareholder approval for the establishment of or material amendments to equity compensation plans.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (or JOBS Act), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that are not emerging growth companies, including, but not limited to, (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (3) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions, and investors might find investing in our Ordinary Shares less attractive.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (which we refer to as the Securities Act), for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies, and we intend to take advantage of this extended transaction period.

We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

ITEM

16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM

16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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ITEM

16J. INSIDER TRADING POLICIES

The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by directors, senior management and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and all applicable listing standards. A copy of the policy is filed as Exhibit 11.2 hereto.

ITEM

16K. CYBERSECURITY

Although we are unable to eliminate all risks associated with cybersecurity threats and we cannot provide full assurance that our cybersecurity risk management processes will be fully complied with or effective, we have adopted policies and procedures that are designed to facilitate the identification, assessment, and management of those risks, including any such risks that have the potential to be material.

Risk management and strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is aligned to the Company’s business strategy and shares common methodologies, reporting channels and governance processes that apply to other areas of enterprise risk, including legal, compliance, strategic, operational, and financial risk. Key elements of our cybersecurity risk management program include:

●	risk<br> assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and<br> our broader enterprise information technology environment;
●	the<br> use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;
---	---
●	training<br> and awareness programs for team members that include periodic and ongoing assessments to drive adoption and awareness of cybersecurity<br> processes and controls;
---	---
●	a<br> cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and a third-party risk management<br> process for service providers, suppliers, and vendors.
---	---

In the last three fiscal years, the Company has not experienced any material cybersecurity incidents, and expenses incurred from cybersecurity incidents were immaterial.

Governance

As part of our overall enterprise risk management program, we prioritize the identification and management of cybersecurity risk at several levels. Our Board of Directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the Audit Committee, which is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs.

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PART

III

ITEM

FINANCIAL STATEMENTS

See “Item 18. Financial Statements.”

ITEM

FINANCIAL STATEMENTS

The consolidated financial statements Diginex Limited are included as the “F” pages to this Annual Report.

All financial statements in this Annual Report, unless otherwise stated, are presented in accordance with IFRS.

ITEM

EXHIBITS

Exhibit<br>Number	Exhibit Title
1.1	Diginex Limited Amended and Restated Memorandum and Articles of Association
2.1	Specimen Share Certificate for Ordinary Shares
2.2	Specimen Share Certificate for Preferred Shares
2.3	Diginex Limited IPO Warrant Agreements 25% Premium
2.4	Diginex Limited IPO Warrant Agreements 50% Premium
2.5	Diginex Limited IPO Warrant Agreements 75% Premium
2.6	Diginex Limited IPO Warrant Agreements 100% Premium
2.7	Diginex Limited IPO Warrant Agreements 150% Premium
2.8	Diginex Limited IPO Warrant Agreements 200% Premium
2.9	Diginex Limited Warrant Agreement, dated July 15, 2024, to Rhino Ventures Limited
4.1	Share Exchange Agreement, dated July 15, 2024, by and between Diginex Limited and the equity holders of Diginex Solutions (HK) Limited
4.2	Convertible Note, dated July 15, 2024, between Diginex Limited and HBM IV, Inc.
4.3	Convertible Note, dated July 15, 2024, between Diginex Limited and Nalimz Holdings Limited
4.4	Convertible Note, dated July 15, 2024, between Diginex Limited and Working Capital Innovation Fund II, L.P.
4.5	Convertible Note, dated July 15, 2024, between Diginex Limited and Rhino Ventures Limited
4.6	Convertible Note, dated July 15, 2024, between Diginex Limited and Hafnia SG Pte Ltd.
4.7	Convertible Loan Agreement dated September 30, 2024, between Diginex Limited, Diginex Solutions (HK) Limited and Rhino Ventures Limited
4.8	Loan Conversion Agreement, dated January 6, 2025, between Diginex Limited, Diginex Solutions (HK) Limited and Rhino Ventures Limited
4.9	Diginex Limited Amended and Restated 2024 Omnibus Incentive Plan
4.10	Memorandum of Understanding, dated March 17, 2025 between Diginex Limited and Nomas Global Investments-L.L.C-S.P.C.
4.11	Memorandum of Understanding, dated March 17, 2025 between Diginex Limited and Al Noor Legal Consultants FZE
4.12	Matter MOU dated May 23, 2025
4.13	Resulticks MOU dated May 5, 2025
4.14	Matter Loan Agreement dated May 23, 2025
4.15	Resulticks Agreement dated June 23, 2025
4.16	HSBC Agreements
4.17	Chardan Waiver Agreement dated March 10, 2025
4.18	Dominari, Revere Waiver Agreement dated March 7, 2025
4.19	Licensed Software Agreement, March 17, 2025, between Diginex Solutions (HK) Ltd. and Aikya Business Solutions Private Limited and Maintenance and Service Agreement, March 17, 2025, between Diginex Solutions (HK) Ltd. and Aikya Business Solutions Private Limited.
4.20	FTI engagement letter dated June 17<br> 2025
8.1	List of Subsidiaries
11.1	Form of Code of Business Conduct
11.2	Insider Trading Policy
12.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2022.
12.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2022.
13.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
13.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

| 69 |

| --- |

SIGNATURES

The registrant hereby certifies it meets all of the requirements for filing its Annual Report on Form 20-F and that it has duly cause and authorized the undersigned to sign this annual report on its behalf.

Diginex Limited
	/s/ Mark Blick
Name:	Mark<br> Blick
Title:	Chief<br> Executive Officer

| 70 |

| --- |

DIGINEX

LIMITED

CONSOLIDATED

FINANCIAL STATEMENTS

31

March 2025

Table

of Contents

Consolidated financial statements as of and for the years ended 31 March 2023, 2024 and 2025	Pages
Report of Independent Registered Public Accounting Firm (Firm ID: 1195)	F-2
Consolidated<br> Statements of Profit or Loss and Other Comprehensive Loss	F-3
Consolidated<br> Statements of Financial Position	F-4
Consolidated<br> Statements of Changes in Equity (Deficit)	F-5 - F-6
Consolidated<br> Statements of Cash Flows	F-7-F-8
Notes<br> to the Consolidated Financial Statements	F-9-<br> F-47

| F-1 |

| --- |

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Diginex Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated financial statements of Diginex Limited (the “Company”), which comprise the consolidated statements of financial position as of March 31, 2025 and 2024, and the related consolidated statements of profit or loss and other comprehensive loss, changes in equity, and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Diginex Limited as of March 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

/s/

UHY LLP

New York, New York

July 11, 2025

| F-2 |

| --- |

DIGINEX

LIMITED

CONSOLIDATED

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

For

the years ended 31 March 2023, 2024 and 2025

		Year ended		Year ended		Year ended
	Notes	31 March 2025		31 March 2024		31 March 2023

Revenue	5
General and administrative expenses	6		)		)		)
OPERATING LOSS			)		)		)
Other income, gains or (losses)	7						)
Finance cost, net	8		)		)		)
LOSS BEFORE TAX			)		)		)
Income tax expense	9				)
LOSS FOR THE YEAR			)		)		)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that may be reclassified subsequently to profit or loss:
Exchange gain (loss) on translation of foreign operations					)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR			)		)		)
LOSS PER SHARE ATTRIBUTABLE TO <br> THE ORDINARY EQUITY HOLDERS OF THE COMPANY
Basic loss per share	10		)		)		)
Diluted loss per share	10		)		)		)

All values are in US Dollars.

The above consolidated statements of profit or loss and other comprehensive loss should be read in conjunction with the accompanying notes.

| F-3 |

| --- |

DIGINEX

LIMITED

CONSOLIDATED

STATEMENTS OF FINANCIAL POSITION

At

31 March 2024 and 2025

	Notes

ASSETS
Right-of-use assets	11
Rental deposit	13
Plant and equipment	12
Total non-current assets
Trade receivables, net	13
Contract assets	13
Other receivables, deposit and prepayment	13
Restricted bank balance	27
Cash and cash equivalents
Total current assets
LIABILITIES
Trade payables	14	)	)
Other payables and accruals	14	)	)
Tax payables	9		)
Deferred revenues	15	)	)
Due to a related company	16	)	)
Due to immediate holding company	16		)
Loans from immediate holding company	16		)
Loan from a related company	16		)
Lease liabilities, current	19	)	)
Convertible loan notes, current	18		)
Total current liabilities		)	)
Lease liabilities, net of current portion	19	)	)
Preferred shares	17		)
Convertible loan notes, net of current portion	18		)
Total non-current liabilities		)	)
Net current assets (liabilities)			)
Net assets (liabilities)			)
EQUITY (DEFICIT)
Share Capital	20
Share Premium	20
Capital reserve	20, 21
Warrant reserve	20, 21
Exchange reserve	21	)	)
Share option reserve	21
Accumulated losses	21	)	)
Total equity (deficit)			)

All values are in US Dollars.

The above consolidated statements of financial position should be read in conjunction with the accompanying notes.

| F-4 |

| --- |

DIGINEX

LIMITED

CONSOLIDATED

STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For

the year ended 31 March 2023, 2024 and 2025

										Share
	Share		capital		Share	Capital	Warrant	Exchange		option		Accumulated
	Shares		Amount		premium	reserve	reserve	reserve		reserve		losses		Total

Balance at 1 April 2022 – pre-recapitalizaion		11,582											)		)
Loss for the year		-											)		)
Exchange gain on translation of foreign operations		-
Total comprehensive loss for the year		-											)		)
Share option awards		-
Balance at 31 March 2023 – pre-recapitalization		11,582											)		)
Recapitalization of DSL (as defined in note 1.1)		4,737,038		)
Sub-total		4,748,620											)		)
Share Subdivision (as defined in note 1.1)		4,748,620
Balance at 31 March 2023 – recapitalized		9,497,240											)		)
Balance at 1 April 2023 – pre-recapitalization		11,582											)		)
Loss for the year		-											)		)
Exchange loss on translation of foreign operations		-							)						)
Total comprehensive loss for the year		-							)				)		)
Exercise of share option awards		44									)
Share option awards		-
Balance at 31 March 2024 – pre-capitalization		11,626							)				)		)
Recapitalization of DSL		4,755,034		)
Sub-total		4,766,660							)				)		)
Founding share of the Company		1
Sub-total		4,766,661							)				)		)
Share Subdivision		4,766,661
Balance at 31 March 2024 – recapitalized		9,533,322							)				)		)

All values are in US Dollars.

| F-5 |

| --- | | | | | | | | | | | | Share | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | | capital | | Share | Capital | Warrant | Exchange | | option | | Accumulated | | | | | | Shares | | Amount | | premium | reserve | reserve | reserve | | reserve | | losses | | Total | | | | | | | | | | | | | | | | | | | | Balance at 1 April 2024 - pre-recapitalization | | 11,626 | | | | | | | ) | | | | ) | | ) | | Balance | | 11,626 | | | | | | | ) | | | | ) | | ) | | Exercise of share option awards (pre-recapitalization) | | 44 | | | | | | | | | ) | | | | | | Capital Raise (as defined in note 1.2) | | 5,086 | | | | | | | | | | | | | | | Pre-recapitalized balance | | 16,756 | | | | | | | ) | | | | ) | | ) | | Recapitalization of DSL | | 6,853,204 | | ) | | | | | | | | | | | | | Sub-total | | 6,869,960 | | | | | | | ) | | | | ) | | ) | | Sub-total after recapitalization | | 6,869,960 | | | | | | | ) | | | | ) | | ) | | Founding share of the Company | | 1 | | | | | | | | | | | | | | | Sub-total | | 6,869,961 | | | | | | | ) | | | | ) | | ) | | Share Subdivision | | 6,869,961 | | | | | | | | | | | | | | | Recapitalized balance | | 13,739,922 | | | | | | | ) | | | | ) | | ) | | Loss for the year | | - | | | | | | | | | | | ) | | ) | | Exchange gain on translation of foreign operations | | - | | | | | | | | | | | | | | | Total comprehensive loss for the year | | - | | | | | | | | | | | ) | | ) | | Exercise of share option awards (post-recapitalization) | | 1,003,680 | | | | | | | | | ) | | | | | | Forfeiture of share option | | - | | | | | | | | | ) | | | | | | Share option awards | | - | | | | | | | | | | | | | | | Conversion of Preferred Shares | | 2,583,820 | | | | | | | | | | | | | | | Conversion of convertible loan notes | | 2,347,134 | | | | | | | | | | | | | | | Capitalization of loan from immediate holding company | | 731,707 | | | | | | | | | | | | | | | Initial public offering and exercise of overallotment options | | 2,587,500 | | | | | | | | | | | | | | | Issuance of IPO Warrants (as defined in note 1.2) | | - | | | | | | | | | | | ) | | | | Balance at 31 March 2025 | | 22,993,763 | | | | | | | ) | | | | ) | | | | Balance | | 22,993,763 | | | | | | | ) | | | | ) | | |

All values are in US Dollars.

The above consolidated statements of changes in equity (deficit) should be read in conjunction with the accompanying notes.

| F-6 |

| --- |

DIGINEX

LIMITED

CONSOLIDATED

STATEMENTS OF CASH FLOWS

For

the years ended 31 March 2023, 2024 and 2025

	Year ended		Year ended		Year ended
	31 March 2025		31 March 2024		31 March 2023

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation		)		)		)
Adjustments for:
Amortization - right-of-use assets
Depreciation - property, plant and equipment
Impairment losses (reversed) recognized in respect of trade receivables		)		)
Bad debt written off
Write-off of due from related company
Finance costs
Share option awards
Share-based payments expenses on anti-dilution issuance of preferred shares
IPO expenses charged to P&L
Net fair value loss of convertible loan notes
Net fair value (loss) gain of preferred shares		)		)
Operating cash flows before movements in working capital		)		)		)
Movements in working capital
Trade receivables		)				)
Other receivables, deposit and prepayment		)		)
Contract assets				)
Due from a related company				)		)
Trade and other payables		)				)
Deferred revenue				)
Cash generated from operations		)		)		)
Income tax paid		)
Net cash used in operating activities		)		)		)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment to rental deposit		)
Cash used in investing activities		)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of shares under global offerings
Payment of transaction costs of issue of new shares		)
Loans from immediate holding company
Advances from immediate holding company
Proceeds from shares issued
Proceeds from issuance of convertible loan notes
Loan from a related company
Repayment of due to immediate holding company						)
Repayment of lease liabilities		)		)
Placement of restricted bank balance		)
Repayment of loan from immediate holding company		)		)
Net cash generated from financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				)		)
Cash and cash equivalents at the beginning of the year
CASH AND CASH EQUIVALENTS AT THE END<br> OF THE YEAR

All values are in US Dollars.

| F-7 |

| --- |

Except as disclosed below, there were no other material non-cash investing and financing activities during the year end 31 March 2023, 2024 and 2025:

Forthe year ended March 31, 2025

●	On<br> May 27, 2024, Diginex Solutions (HK) Limited (“DSL”) and its subsidiaries (collectively, “DSL Group”)<br> completed an $8<br> million capital raise with the Rhino Ventures (the “Capital Raise”), which was settled by offsetting $6,059,142<br> of amount due to Rhino Ventures and converting $1,940,858<br> of loans from Rhino Ventures. Private Warrants were also issued along with ordinary shares on the completion of the capital raise.<br> Details of the Private Warrants are set out in note 21.2 to these consolidated financial statements. The Capital Raise triggered an<br> anti-dilution clause in the Articles of Association of DSL and resulted in 151<br> Series A Preferred Shares of DSL being issued to Series A Preferred Shareholder with $Nil<br> consideration.
●	In<br> July 2024, $1,000,000 loan due from DSL to a related company, Diginex (Holdings) Limited,<br> a company controlled by Rhino Ventures Limited, was converted into convertible loan notes<br> with aggregate principal amount of $1,000,000, of which Rhino Ventures Limited holds $517,535<br> of the principal amount and Working Capital Innovation Fund II L.P. holds $482,465 of the<br> principal amount.
●	On<br> December 20, 2024, the Company declared the registration Form F1 effective. This resulted<br> in outstanding preferred shares converting into 2,583,820 ordinary shares on a 1:1 basis.<br> All the outstanding convertible loan notes with an aggregate face value of $4,350,000 and<br> accrued interest of $751,781, totaling $5,101,781, also converted into ordinary shares at<br> a conversion price of $2.17 resulting in the issuance of 2,347,134 ordinary shares.
●	On<br> January 21, 2025, pursuant to a triparty loan agreement was entered into between the Company,<br> DSL and Rhino Ventures dated September 30, 2024, the outstanding principal and accrued interest<br> amounted to $3,530,019, of which $3,000,000 of loan from Rhino Ventures was capitalized through<br> the issuance of 731,707 ordinary shares of the Company and $530,019 was settled in cash.
●	On January 23, 2025, the Company issued Rhino Ventures the IPO Warrants<br>in connection with the IPO. Details of the IPO Warrants are set out in note 21.2 to these<br>consolidated financial statements

Forthe year ended March 31, 2024

●	During<br> the year ended 31 March 2024, the Group entered into a new lease agreement for the use of office space that expires on 1 July 2027.<br> On the lease commencement, the Group recognized right-of-use assets and lease liabilities of $482,619 and $482,619, respectively.<br> The deposit for the lease of $34,579 was paid by a related company and was included in the due to a related company. An additional<br> deposit payment was made in February 2024 of $852 by the Company to take the total deposit to $35,431. The quarterly rent was adjusted<br> and increased to 32,091 Euros ($34,905) from February 2024 with a corresponding lease modification adjustment of $25,837 recognized.
●	In<br> October 2023, the Company issued 44 shares (36,080 shares after the Transactions and Share<br> Subdivision) to an employee via the exercising of vested employee share options.

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.

| F-8 |

| --- |

DIGINEX

LIMITED

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

For

the year ended 31 March 2025

1

COMPANY ORGANIZATION AND PRINCIPAL ACTIVITIES

Diginex Limited (the “Company”) was incorporated on 26 January 2024 as an exempted company in the Cayman Islands with limited liability with its registered office at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9099, Cayman Islands and principal place of business at Smart-Space Fintech 2, Room 3, Units 401-404, Core C, Cyberport 3, 3 Cyberport Road, Telegraph Bay, Hong Kong. The Company is a listed company under the symbol “DGNX” since January 22, 2025 and are cross-listed on the Frankfurt Stock Exchange (Open Market) and the Tradegate Exchange under the symbol “I0Q” since February 20, 2025. Substantial shareholder of the Company is Rhino Ventures Limited (“Rhino Ventures”) which is a limited company incorporated in the British Virgin Islands.

The Company is an investment holding company and the principal activities of Diginex Solutions (HK) Limited (“DSL”) and its subsidiaries (collectively, “DSL Group”) are the provision of Environmental, Social and Governance (“ESG”) reporting solution services, advisory services and developing customization solutions. The Company and DSL Group are collectively referred to as the “Group”.

These consolidated financial statements are presented in US dollars (“USD”), which is the same as the functional currency of the Company.

These consolidated financial statements for the years ended 31 March 2023, 2024 and 2025 were authorized for issue by the Board of Directors on July 11, 2025. The Board of Directors has the power to amend the consolidated financial statements after issue.

1.1Group reorganization

The Company was incorporated on 26 January 2024. On 15 July 2024, the Company completed a transaction pursuant to a share exchange agreement, whereby the then existing shareholders of DSL (the “Original Shareholders”) transferred all of their shares in DSL to the Company, in consideration for the Company’s issuance of substantially the same securities to the Original Shareholders in exchange for the securities of DSL held by them (the “Exchange”). Prior to the Exchange, there were 16,756 ordinary shares of DSL issued and outstanding, 3,151 series A preferred shares of DSL issued and outstanding and 10,172 warrants of DSL (“DSL Private Warrants) issued and outstanding. In the Exchange, each of the securities of DSL were exchanged for substantially the same securities of the Company at an exchange ratio of one (1) ordinary share of DSL for four hundred and ten (410) Ordinary Shares of the Company (“Ordinary Shares”), one (1) series A preferred share of DSL for four hundred and ten (410) Preferred Shares of the Company (“Preferred Shares”) and one (1) warrant of DSL for four hundred and ten (410) warrants of the Company (“Private Warrants”). Within these consolidated financial statements, the terms “Series A Preferred Shares” and “Preferred Shares” are used interchangeably.

In connection with the Exchange, the Company and security holders of DSL consummated the following transactions (the “Ancillary Transactions”):

(i)	the<br> Company issued $4,350,000 new convertible loan notes to certain Original Shareholders<br> in consideration for the cancellation of the then existing convertible loan notes issued<br> by DSL and held by such Original Shareholders. The convertible loan notes automatically converted<br> into Ordinary Shares upon the effectiveness of the Company’s registration statement<br> on 20 December 2024;
(ii)	the<br> Company granted certain share option awards under a new share option plan that was adopted<br> by the Company to the holders of the unexercised share options granted by DSL (the “Original<br> DSL Awards”), in consideration for the cancellation of the DSL Awards held by such<br> holders. There was no automatic vesting of any unvested Awards upon completion of an initial<br> public offering, the board of directors, at their discretion, do have the ability to accelerate<br> vesting at any point; and
---	---
(iii)	the<br> Company granted certain Private Warrants to purchase Ordinary Shares of the Company to the<br> holders of the then existing DSL Private Warrants to purchase ordinary shares of DSL (the<br> “Original Warrants”), in consideration for the cancellation of the DSL Private<br> Warrants held by such holders.
---	---

Accordingly, upon consummation of the Exchange and the Ancillary Transactions (collectively the “Recapitalization”), DSL became a wholly owned subsidiary of the Company, and the Original Shareholders became shareholders of the Company. The remaining DSL security holders became security holders of the Company, in that they held the Company’s convertible loan notes, Awards and Private Warrants.

| F-9 |

| --- |

Following

the Recapitalization, on July 26, 2024, the Company completed a share subdivision (the “Share Subdivision”) such that, the authorized share capital of the Company was changed from US$50,000 divided into 480,000,000 Ordinary shares of par value US$0.0001 each, 20,000,000 Preferred shares of par value US$0.0001 each to be US$50,000

divided into 960,000,000

Ordinary Shares of US$0.00005

par value each and 40,000,000

Preferred Shares, par value US$0.00005

per share.

Upon completion of the Recapitalization, the Company became the holding company of the companies now comprising the Group, where both the Company and DSL operated under the common control of Rhino Ventures. The Group comprising of the Company and its subsidiaries resulting from the Recapitalization is regarded as a continuing entity, accordingly, the consolidated financial statements for the year ended 31 March 2023, 2024 and 2025 have been prepared as if the Company had always been the holding company of the Group with the reserves being retrospectively adjusted to reflect the Recapitalization.

1.2Summary of significant transactions

The Group incurred the following transactions that significantly affect the financial position and performance of the Group:

●	On<br> May 27, 2024, DSL completed an $8,000,000 capital raise with the Rhino Ventures (the “Capital<br> Raise”) and DSL allotted 5,086 ordinary shares and 10,172 warrants to Rhino Ventures.<br> The Capital Raise was settled by capitalizing $6,059,142 of amount due to Rhino Ventures<br> and $1,940,858 of loans from Rhino Ventures. The Capital Raise triggered an anti-dilution<br> clause in the Articles of Association of DSL and resulted in 151 series A preferred shares<br> of DSL being issued to the existing series A preferred shareholder with $Nil consideration.
●	On<br> December 20, 2024, the Company’s registration statement Form F-1 was declared effective<br> by the SEC. This resulted in outstanding Preferred Shares converting into 2,583,820 Ordinary<br> Shares on a 1:1 basis. All the outstanding convertible loan notes with an aggregate face<br> value of $4,350,000 and accrued interest of $751,781, totaling $5,101,781, also converted<br> into Ordinary Shares at a conversion price of $2.17 resulting in the issuance of 2,347,134<br> Ordinary Shares.
●	On<br> January 21, 2025, pursuant to a triparty loan agreement entered into between the Company,<br> DSL and Rhino Ventures dated September 30, 2024, the outstanding principal and accrued interest<br> of the loan from Rhino Ventures to DSL amounting to $3,530,019 was fully settled, of which<br> $3,000,000 was capitalized through the issuance of 731,707 Ordinary Shares and the remaining<br> $530,019 was settled in cash.
●	On<br> January 23, 2025, the Company successfully closed on its Initial Public Offering (“IPO”),<br> selling 2,250,000 Ordinary Shares, par value $0.00005 per share, at a public offering price<br> of $4.10 per share, for total gross proceeds of $9,225,000, before deducting underwriting<br> discounts, commissions, and other related expenses. The net proceeds amounted to $7,747,756.<br><br> <br><br><br> <br>On<br> January 27, 2025, the Company also closed on the underwriter’s exercise of their over-allotment option (the “Over-Allotment<br> Option”) to purchase 337,500 Ordinary Shares pursuant to an underwriting agreement, dated January 21, 2025 (the “Underwriting<br> Agreement”). Pursuant to the Over-Allotment Option, the underwriters purchased an additional 337,500 Ordinary Shares at the<br> public offering price of $4.10 per share, resulting in additional gross proceeds of $1,383,750, before deducting underwriting discounts<br> and other related expenses. The net proceeds amounted to $1,261,969.<br><br> <br><br><br> <br>After<br> giving effect to the full exercise of the Over-Allotment Option, the total number of Ordinary Shares sold by the Company in the IPO<br> increased to 2,587,500 Ordinary Shares and the gross proceeds increased to $10,608,750, before deducting underwriting discounts and<br> other related expenses. The total net IPO proceeds amounted to $9,009,725.
●	On January 23, 2025, the Company issued Rhino Ventures the IPO Warrants in connection with the IPO.<br><br> <br><br><br> <br>Tranche 1 - Warrants to purchase 2,250,000 Ordinary<br>Shares at an exercise price of $5.13 per share, which expire 6 months from January 23, 2025<br><br> <br><br><br> <br>Tranche 2 - Warrants to purchase 2,250,000 Ordinary<br>Shares at an exercise price of $6.15 per share, which expire 9 months from January 23, 2025<br><br> <br><br><br> <br>Tranche 3 - Warrants to purchase 2,250,000 Ordinary<br>Shares at an exercise price of $7.18 per share, which expire 12 months from January 23, 2025<br><br> <br><br><br> <br>Tranche 4 - Warrants to purchase 2,250,000 Ordinary<br>Shares at an exercise price of $8.20 per share, which expire 15 months from January 23, 2025<br><br> <br><br><br> <br>Tranche 5 - Warrants to purchase 2,250,000 Ordinary<br>Shares at an exercise price of $10.25 per share, which expire 18 months from January 23, 2025<br><br> <br><br><br> <br>Tranche 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise<br>price $12.30 per share, which expire 24 months from January 23, 2025
●	On<br> March 17, 2025, the Company signed two binding memorandum of understanding with Nomas<br> Global Investments-LLC-S.P.C. and Al Noor Legal Consultants<br> FZE (the “MOUs”)<br> to pursue a broad strategic relationship to facilitate Diginex with its planned expansion<br> in the UAE and the broader Gulf Cooperation Council region (“GCC”), which includes<br> assisting the Company with a dual listing of the Ordinary Shares on the Abu Dhabi Securities<br> Exchange and a potential capital raise of up to USD$250,000,000 focused<br> on large institutional investors based in the GCC. At March 31, 2025, Diginex paid $650,000 in relation to the underlying activity associated with MOU’s<br>and held $399,400 in an escrow account, as restricted bank balances, for future expenses.

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2

BASIS OF PREPARATION

These consolidated financial statements for the years ended 31 March 2023, 2024 and 2025 have been prepared in accordance with the International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”).

2.1Going concern basis of accounting

The directors of the Company have, at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

2.2Application of new and amendments to IFRSs

For the purpose of preparing the consolidated financial statements for the year ended 31 March 2025, the Group has consistently applied the accounting policies which conform with IFRSs, which includes IFRSs, International Accounting Standards (“IAS”) and Interpretations (“IFRIC – Int”) issued by the IASB that are effective for the accounting period beginning on 1 April 2024, throughout the years.

In the current year, the Group has applied the following amendments to IFRSs issued by the IASB for the first time, which are mandatorily effective for the Group’s financial annual periods beginning on or after 1 April 2024 for the preparation of the consolidated financial statements:

●	Amendments<br> to IAS 1 “Classification of Liabilities as Current or Non-Current”
●	Amendments<br> to IFRS 16 “Lease Liability in a Sale and Leaseback”
●	Amendments<br> to IAS 1 “Non-current Liabilities with Covenants”
●	Amendments<br> to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

The application of the amendments to IFRSs in the current year has had no material impact on the Group’s financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

2.3New and amendments to IFRSs in issued but not yet effective

The Group has not early applied the following new and amendments to IFRSs that have been issued but are not yet effective:

●	IFRS<br> 18 “Presentation and Disclosures in Financial Statements” (effective for<br> annual periods beginning on or after January 1, 2027)
●	IFRS<br> 19 “Subsidiaries without Public Accountability: Disclosures” (effective<br> for fiscal periods beginning on or after January 1, 2027)
●	Amendments<br> to IAS 21 “Lack of Exchangeability” (effective for fiscal periods beginning<br> on or after January 1, 2025)
●	Amendments<br> IFRS 9 and IFRS 7 “Amendments to classification and measurement of financial instruments” (effective for fiscal periods beginning on or after January 1, 2026)
●	Amendments<br> to IFRS Accounting Standards “Annual Improvements to IFRS Accounting Standards — Volume 11” (effective for fiscal periods beginning on or after January 1, 2026)
	Amendments<br> to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” (effective for fiscal periods beginning on or after<br> a date to be determined)

Management anticipates that the application of all the new and amendments to IFRSs will have no material impact on the Group’s consolidated financial statements in the future.

3

MATERIAL ACCOUNTING POLICY INFORMATION

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies set out below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment.

For financial instruments which are transacted at fair value and a valuation technique that unobservable inputs are to be used to measure fair value in subsequent periods, the valuation technique is calibrated so that at initial recognition the results of the valuation technique equals the transaction price, where the highest level of inputs available are used in the valuation.

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In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

●	Level<br> 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement<br> date;
●	Level<br> 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly<br> or indirectly; and
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●	Level<br> 3 inputs are unobservable inputs for the asset or liability.
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Material accounting policy information adopted by the Group is disclosed below.

Basisof consolidation

The consolidated financial statements incorporate the consolidated financial statements of DSL Group and the financial statements of the Company. The consolidated financial statements of DSL Group have been combined with those of the Company from 26 January 2024.

Control is achieved when the Company:

●	has<br> power over the investee;
●	is<br> exposed, or has rights, to variable returns from its involvement with the investee; and
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●	has<br> the ability to use its power to affect its returns.
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The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each item of other comprehensive income are attributed to the ordinary equity holders of the Company and to the non-controlling interests. Total comprehensive income or loss of subsidiaries is attributed to the ordinary equity holders of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Deemedreverse acquisition

The acquisition method of accounting is used to account for all deemed reverse acquisitions where in substance an operating company is acquired by a shell company where the shareholders of the operating company obtain control of the shell company.

With respect to the Transaction, DSL is the operating company while the Company is considered as shell company.

Identifyingthe accounting acquirer/accounting acquiree:

The

Company is considered as the legal acquirer and the accounting acquiree. Control is obtained by Original Shareholders as the Company, on 15 July 2024, issued 6,869,960 Ordinary Shares and 1,291,910 Preferred Shares which allowed the Original shareholder to hold the majority of issued share capital and voting rights of the Company.

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Determiningthe deemed consideration transferred:

The deemed consideration transferred for the deemed reverse acquisition of the Company is the fair value of the shares which DSL would have had to issue in establishing the same post transaction control structure but as if it were the legal acquirer. Given there is no change to the control structure after the Transaction, the deemed consideration is determined as $Nil.

Fairvalue of assets and liabilities acquired in a deemed reverse acquisition:

Identifiable assets acquired and liabilities assumed in a deemed reversed acquisition are, with limited exceptions, measured initially at their fair values at the acquisition date. For the Transaction, the net assets acquired from the Company are solely current account with DSL, and its carrying value approximates fair value and is considered insignificant.

Calculatethe Transaction expense:

The excess of the deemed consideration transferred over the fair value of the net identifiable assets acquired from the Company is considered insignificant to be recognized as an expense under IFRS 2 in the Group’s consolidated statement of profit or loss.

Presentationof the combined financial statements post deemed reverse acquisition:

Under the Transaction, the Company being the accounting acquiree (legal acquirer), becomes the ultimate parent holding company of the Group, however, the consolidated financial statement represents a continuation of DSL, the accounting acquirer (legal acquiree) with the exception of the legal capital structure.

These consolidated financial statements incorporate the financial statements items of the combining entities, i.e. the Company and DSL Group, in which the combination occurs as if they had been combined from the date when the combining entities first came under the control of the substantial shareholders.

The net assets of the combining entities are consolidated using the existing book values from the substantial shareholder’s perspective. No amount is recognized in respect of goodwill or bargain purchase gain at the time of combination.

The consolidated statement of profit or loss and other comprehensive loss includes the results of each of the combining entities from the earliest date presented or since the date when the combining businesses first came under the control of the substantial shareholder, where this is a shorter period, i.e. the date of incorporation of the Company on 26 January 2024.

Shareholders’ equity of DSL prior to the Transaction is retrospectively adjusted as a recapitalization for the equivalent number of shares received and on a pro rata basis, together with the impact of the Share Subdivision for prior reporting periods. Accumulated losses and relevant reserves of the DSL are carried forward after the Transaction. Any difference to shareholders equity of DSL arising from the recapitalization of share capital and equity instruments issued is recorded in equity under the capital reserve.

Earningsper share

Earnings per share for periods prior to the Recapitalization are retrospectively adjusted to reflect the number of equivalent shares received by the accounting acquirer, DSL, based on the number of shares outstanding on the reporting dates multiplied by the exchange ratio. The exchange ratio being the combination of the share exchange swap of one ordinary share of DSL for 410 Ordinary Shares multiplied by a factor of two to reflect the Share Subdivision and one series A preferred share of DSL for 410 Preferred Shares multiplied by a factor of two to reflect the Share Subdivision.

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Revenuerecognition

The Group recognizes revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the services underlying the particular performance obligation is transferred to the customer. A performance obligation represents a service (or a bundle of goods or services) that is distinct or a series of distinct services that are substantially the same.

Except for granting of a license that is distinct from other promised services, control is transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

●	the<br> customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs;
●	the<br> Group’s performance creates or enhances an asset that the customer controls as the Group performs; or
●	the<br> Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to<br> payment for performance completed to date.

Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct service.

For granting of a license that is distinct from other promised services, the nature of the Group’s promise in granting a license is a promise to provide a right to access the Group’s intellectual property if all of the following criteria are met:

●	the<br> contract requires, or the customer reasonably expects, that the Group will undertake activities that significantly affect the intellectual<br> property to which the customer has rights;
●	the<br> rights granted by the license directly expose the customer to any positive or negative effects of the Group’s activities; and
●	those<br> activities do not result in the transfer of a good or a service to the customer as those activities occur.

If the criteria above are met, the Group accounts for the promise to grant a license as a performance obligation satisfied over time. Otherwise, the Group considers the grant of license as providing the customers the right to use the Group’s intellectual property and the performance obligation is satisfied at a point in time at which the license is granted.

A contract asset represents the Group’s right to consideration in exchange for goods or services that the Group has transferred to a customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Group’s unconditional right to consideration, i.e. only the passage of time is required before payment of that consideration is due.

A contract liability represents the Group’s obligation to transfer services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.

A contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis.

Overtime revenue recognition - Input method

The progress towards complete satisfaction of a performance obligation is measured based on input method, which is to recognize revenue on the basis of the Group’s efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation, that best depict the Group’s performance in transferring control of services.

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Governmentgrants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Government grants relating to compensation of expenses are deducted from the related expenses, other government grants are presented under “other income, gains or (losses)”.

Researchand development expenditure

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development activities (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated:

●	the<br> technical feasibility of completing the intangible asset so that it will be available for use or sale;
●	the<br> intention to complete the intangible asset and use or sell it;
●	the<br> ability to use or sell the intangible asset;
●	how<br> the intangible asset will generate probable future economic benefits;
●	the<br> availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset;<br> and
●	the<br> ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

During each of the years ended 31 March 2023, 2024 and 2025, no research and development expenditure is recognized as an internally generated intangible asset.

Foreigncurrencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognized in profit or loss in the period in which they arise.

For the purposes of presenting the combined financial statements, the assets and liabilities of the Group’s operations are translated into the presentation currency of the Group (i.e. USD) using exchange rates prevailing at the end of each reporting period. Income and expenses items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity under the heading of exchange reserve (attributed to non-controlling interests as appropriate).

Borrowingcosts

Borrowing costs are recognized in the statement of profit or loss in the period in which they are incurred.

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Employeebenefits

Retirementbenefit costs

Payments made by the Group to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Short-termemployee benefits

Short-term employee benefits are recognized at the undiscounted amount of the benefits expected to be paid as and when employees rendered the services. All short-term employee benefits are recognized as an expense unless another IFRSs requires or permits the inclusion of the benefit in the cost of an asset.

A liability is recognized for benefits accruing to employees (such as salaries and annual leave) after deducting any amount already paid.

Share-basedpayments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value of the equity-settled share-based payments determined at the grant date without taking into consideration all non-market vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity (share option reserve). At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share option reserve. For share options that vest immediately at the date of grant, the fair value of the share options granted is expensed immediately to the statement of profit or loss.

When share options are exercised, the amount previously recognized in share option reserve will be transferred to share capital. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognized in share option reserve will be transferred to accumulated losses.

Taxation

Income tax expense (benefit) represents the sum of the current tax and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit recognized in the consolidated statement of profit or loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against deductible temporary differences, unused tax losses or unused tax credits. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the deferred liability is settled or the deferred asset is realized, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognized in profit or loss.

Lease

At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

TheGroup as lessee

For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The Group applies practical expedient not to separate non-lease components from lease component, and instead account for the lease component and any associated non-lease components as a single lease component.

In applying IFRS 16, the Group elected a simplified approach for leases with a lease term of 12 months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases are recognized as expense on a straight-line basis.

In assessing whether a lessee is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, the Group considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease.

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Right-ofuse assets

The right-of-use asset is initially recognized at cost comprising of:

●	amount<br> of the initial measurement of the lease liability;
●	any<br> lease payments made at or before the commencement date, less any lease incentives received;
●	any<br> initial direct costs incurred by the Group; and
●	an<br> estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is<br> located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.

The Group presents right-of-use assets as a separate line item on the consolidated statement of financial position.

Leaseliabilities

At the commencement date of a lease, the Group recognizes and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

The lease payments include:

●	fixed<br> payments (including in-substance fixed payments) less any lease incentives receivable;
●	variable<br> lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
●	amounts<br> expected to be payable by the Group under residual value guarantees;
●	the<br> exercise price of a purchase option if the Group is reasonably certain to exercise the option; and
●	payments<br> of penalties for terminating a lease, if the lease term reflects the Group exercising an option to terminate the lease.

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments. The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:

●	the<br> lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability<br> is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.
●	the<br> lease payments change due to changes in market rental rates following a market rent review, in which cases the related lease liability<br> is remeasured by discounting the revised lease payments using the initial discount rate.

The Group presents lease liabilities as a separate line item on the consolidated statement of financial position.

Impairmentof non-financial assets

At each reporting date, the Group reviews the carrying amounts of its tangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any).

The recoverable amounts of relevant assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

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In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognized immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Cashand cash equivalents

Cash and cash equivalents mainly comprised of cash at different banks. The Company considers all short-term investments with an original maturity of three months or less when purchased as cash and cash equivalents. As of 31 March 2025 and 2024, the Group did not have such short term investments.

Financialinstruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss (“FVTPL”)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

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Financial assets

Classificationand subsequent measurement of financial assets

Financial assets that meet the following conditions are subsequently measured at amortized cost:

●	the<br> financial asset is held within a business model whose objective is to collect contractual cash flows; and
●	the<br> contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal<br> amount outstanding.

All other financial assets are subsequently measured at FVTPL.

Amortizedcost and interest income

Interest income is recognized using the effective interest method for financial assets measured subsequently at amortized cost. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the amortized cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognized by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit-impaired. At the end of the reporting period, trade and other receivables are measured at amortized cost.

Financialassets at FVTPL

Financial assets that do not meet the criteria for being measured at amortized cost or Fair Value Through Other Comprehensive Income (“FVTOCI”) or designated as FVTOCI are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss excludes any dividend or interest earned on the financial asset.

Impairmentof financial assets subject to impairment assessment under IFRS 9

The Group performs impairment assessment under expected credit loss (“ECL”) model on financial assets (including trade and other receivables and amounts due from an associate/shareholders/related companies) which are subject to impairment assessment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessments are done based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions.

The Group always recognizes lifetime ECL for trade receivables.

For all other instruments, the Group measures the loss allowance equal to 12-month expected credit loss (“ECL”), unless there has been a significant increase in credit risk since initial recognition, in which case the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

| F-20 |

| --- |

Derecognitionof financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

Financial liabilities and equity

Classificationas debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equityinstruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

Transaction costs directly attributable to the issuance of new shares in the IPO are accounted for as a deduction from share premium. Other offering-related costs are expensed in the consolidated statement of profit or loss and other comprehensive loss.

Financialliabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which IFRS 3 applies, (ii) held for trading or (iii) it is designated as at FVTPL.

A financial liability is held for trading if:

●	it<br> has been acquired principally for the purpose of repurchasing it in the near term; or
●	on<br> initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent<br> actual pattern of short-term profit-taking; or
●	it<br> is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if:

●	such<br> designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
●	the<br> financial liability forms part of a group of financial assets or financial liabilities or both, which is managed, and its performance<br> is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information<br> about the grouping is provided internally on that basis; or
●	it<br> forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated<br> as at FVTPL.

For financial liabilities that are designated as at FVTPL, the amount of changes in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognized in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss.

Financialliabilities at amortized cost

Financial liabilities including other payables and amounts due to an associate/related parties/directors are subsequently measured at amortized cost, using the effective interest method.

| F-21 |

| --- |

RedeemablePreferred shares/ convertible loan notes

At the date of issue, redeemable preferred shares and convertible loan notes are designated as at FVTPL with both the debt component and derivative components recognized at fair value. In subsequent period, changes in fair value are recognized in profit or loss as fair value gain or loss except for changes in the fair value that is attributable to changes in the credit risk (excluding changes in fair value of the derivatives component) is recognized in other comprehensive income, unless the recognition of the effects of changes in the credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to the credit risk that are recognized in other comprehensive income are not subsequently reclassified to profit or loss, they are transferred to retained profits upon derecognition.

Transaction costs relating to the issue of all these instruments are charged to profit or loss immediately.

Derecognitionof financial liabilities

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Relatedparties

A related party is a person or entity that is related to the Group.

(a)	A<br> person or a close member of that person’s family is related to the Group if that person:
i.	has<br> control or joint control over the Group;
---	---
ii.	has<br> significant influence over the Group; or
iii.	is<br> a member of key management personnel of the Group or the Group’s parent.
(b)	An<br> entity is related to the Group if any of the following conditions apply:
---	---
i.	The<br> entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to<br> the others).
---	---
ii.	One<br> entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the<br> other entity is a member).
iii.	Both<br> entities are joint ventures of the same third party.
iv.	One<br> entity is a joint venture of a third entity and the other entity is an associate of the third entity.
v.	The<br> entity is a post-employment benefit plan for the benefit of the employees of the Group or an entity related to the Group.
vi.	The<br> entity is controlled or jointly controlled by a person identified in (a).
vii.	A<br> person identified in (a)(i) has significant influence over the entity or is a member of key management personnel of the entity (or<br> of a parent of the entity).
viii.	The<br> entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent<br> of the Group.

Currentversus non-current classification

The Group presents assets and liabilities in the consolidated statement of financial position based on current/non-current classification. An asset is current when:

●	It<br> is expected to be realized or intended to be sold or consumed in normal operating cycle;
●	It<br> is held primarily for the purpose of trading;
●	It<br> is expected to be realized within twelve months after the reporting period; or
●	It<br> is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after<br> the reporting period.

All other assets are classified as non-current.

| F-22 |

| --- |

A liability is current when:

●	It<br> is expected to be settled in normal operating cycle;
●	It<br> is held primarily for the purpose of trading;
●	It<br> is due to be settled within twelve months after the reporting period; or
●	There<br> is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

4

KEY SOURCES OF JUDGEMENTS AND ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in note 3, the management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements which have the most significant effect on the amounts recognized in the consolidated financial statements:

Functionalcurrency

Revenue contracts, operating expenses and borrowing of the group entities are primarily in USD, and are expected to remain principally denominated in USD in the future. Management has determined USD as the Company’s functional currency and presented the consolidated financial statements in USD to meet the requirements of users.

Financialinstruments

In the process of classifying a financial instrument, management has made various judgments. Judgment is needed to determine whether a financial instrument, or its component parts, on initial recognition is classified as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument. In making its judgment, management considered the detailed criteria and related guidance for the classification of financial instruments as set out in IFRS 9, in particular, whether the instrument includes a contractual obligation to deliver cash or another financial asset to another entity.

DSLPrivate Warrants, Private Warrants and IPO Warrants

In the process of classifying DSL Private Warrants, Private Warrants and IPO Warrants, management has made various judgments. Judgment is needed to determine whether the instrument on initial recognition is classified as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. In making its judgment, management considered the detailed criteria and related guidance for the classification of financial instruments as set out in IAS 32.

DSL Private Warrants, Private Warrants and IPO Warrants are classified as an equity instrument on the basis that the instruments do not include contractual obligation to deliver cash to the warrant holder, and the instruments meet the fixed-for-fixed condition by preserving the relative economic interests of the warrant holder and the Company’s shareholders.

| F-23 |

| --- |

Segmentalreporting

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Group’s management is considered the Group’s CODM. The CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. While the Group has revenue from multiple services and geographies, the financial position, performance and cashflow of the Group are considered by the CODM on a combined basis, so discrete financial information is not available for each such component. The overall financial performance of the Group is also considered as a whole.

As such, the Group has determined that it operates as one operating segment and one reportable segment. The Group will continue to assess the operating segments reviewed by the CODM and the associated reportable segments per IAS 8.

Estimationuncertainties

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below:

Fairvalue measurement of financial instruments

At the end of each reporting period, certain of the Group’s financial liabilities, including Preferred Shares, and convertible loan notes, are measured at fair value with fair value being determined based on significant unobservable inputs using valuation techniques. Judgement and estimation are required in establishing the relevant valuation techniques and the relevant inputs thereof. Changes in assumptions relating to these factors could result in material adjustments to the fair value of these instruments.

Provisionof ECL for trade receivables

Trade receivables with significant balances and credit-impaired are assessed for ECL individually. In addition, for trade receivables which are individually insignificant or when the Group does not have reasonable and supportable information that is available without undue cost or effort to measure ECL on individual basis, collective assessment is performed by grouping debtors based on the Group’s internal credit ratings.

The provision of ECL is sensitive to changes in estimates.

Incometaxes

The Group is subject to income taxes in several jurisdictions. Significant estimates are required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax exposure in the period in which such determination is made.

Share-basedpayment expenses – share options awards

The fair value of the share option awards granted that is determined at the date of grant of the respective share options is expensed over the vesting period, with a corresponding adjustment to the Group’s share option reserve. In assessing the fair value of the share option award, discounted cash flows and the equity allocation model were used to calculate the fair value of the share options. The discounted cash flows and the equity allocation model require the input of subjective assumptions, including discount rate, volatility of the Ordinary Shares or ordinary shares of DSL and the expected life of options. Any changes in these assumptions can significantly affect the estimate of the fair value of the share option awards.

Discountrate used for initial measurement of lease liability

The Group, as a lessee, measures the lease liability at the present value of the unpaid lease payments at the commencement date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group on initial recognition of the lease uses its incremental borrowing rate. Incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use assets in similar economic environment.

| F-24 |

| --- |

5

REVENUE

An analysis of the Group’s revenue for the reporting periods are as follows:

SCHEDULE

OF REVENUE

	Year ended	Year ended	Year ended
	31 March 2025	31 March 2024	31 March 2023

At a point-in-time:
Software license fee
Customization
Advisory service income
Revenue
Over time:
Advisory service income
Software subscription fee
Revenue
Revenue

All values are in US Dollars.

All service provided by the Group are for periods of one year or less. As permitted under IFRS 15, the transaction price allocated to the remaining performance obligations is not disclosed.

6

GENERAL AND ADMINISTRATIVE EXPENSES

SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES

		Year ended	Year ended	Year ended
	Notes	31 March 2025	31 March 2024	31 March 2023

Employees’ benefits	(a)
Professional fees	(b)
IT development and maintenance support	(c)
Audit fee	(d)
Travelling expenses	(e)
Share-based payments expenses on anti-dilution issuance of Preferred Shares	(f)
Amortization and depreciation	(g)
Others	(h)
General and administrative<br> expense

All values are in US Dollars.

The by-nature classification of general and administrative expenses for the year ended 31 March 2023 and 2024 has been represented to conform with the presentation for the year ended 31 March 2025.

(a)

	Year ended	Year ended	Year ended
	31 March 2025	31 March 2024	31 March 2023

Basic salaries, allowances and all benefits-in-kind
Pension costs - defined contribution plans
Share-based payments
Total employees’ benefits

All values are in US Dollars.

^(a)^

The above includes the cost of both employees and contractors. At 31 March 2025, the Company had 26 employees and 9 contractors (2024: 22 employees and 7 contractors; 2023: 26 employees and 10 contractors).

(b)

The increases in professional fees for the years ended 31 March 2024 and 2025 were primarily attributable to legal and professional services relating to the Company’s IPO. Upon the successful closing of the IPO, certain IPO related costs were capitalized against the share premium account with the remaining balance of the IPO related costs recorded as an expense.

(c)

IT development and maintenance support costs relate, primarily, to those associated with a third party that contributes to researching, developing and maintaining the Group commercial products. The costs also include server expenses for hosting the products. Included in IT development and maintenance support, the Group incurred research and development expenses of $831,088 for the year ended 31 March 2025 (2024: $1,334,865; 2023: $2,089,914) and no research and development expenditure is recognized as an internally generated intangible asset for all years.

| F-25 |

| --- | | (d) | For the year ended 31 March 2024 and 2025, significant increase in audit fees was due to the fees associated with the Public Company Accounting Oversight Board (“PCAOB”) audits of the Company’s consolidated financial statements for the year ended 31 March 2025, 2024 and 2023 (the 2023 PCAOB audit was conducted in 2024, hence the associated costs are reflected 2024). For the year ended 31 March 2023, audit fees related to local statutory audits. | | --- | --- | | (e) | Whilst travelling expenses were lower than the year ended March 2024, the Company continued to travel with a focus on business development, The Company also travelled in relation to the IPO. | | (f) | In connection with the issuance 151 Preferred Shares of DSL triggered by the Capital Raise, share-based payments expenses of $369,648 are recognized during the year ended 31 March 2025 (2024 and 2023: $Nil). | | (g) | The increase during the year ended 31 March 2024 is primarily due to amortization expense in connection with the new office lease in Monaco entered into by the Group. The 2025 amortization represents a full year of the office lease. | | (h) | Other costs include recruitment fees, insurance, bank charges, general office expenses, investor relations consultant fees, marketing and others |

7OTHER INCOME, GAINS or (LOSSES)

SCHEDULE

OF OTHER INCOME, GAINS OR LOSSES

		Year ended		Year ended		Year ended
	Notes	31 March 2025		31 March 2024		31 March 2023

Fair value change
Preferred Shares	(a)						)
Convertible loan notes	(b)		)		)		)
Bank interest income
Subsidies from government authorities
Others
Fair value change							)

All values are in US Dollars.

(a)

In July 2021, DSL allotted 3,000 Preferred Shares to a new shareholder for a consideration of $6,000,000. Preferred Shares were fair valued, using an equity allocation model at the end of each reporting period, which resulted in a gain of $4,117,648 for the year ended 31 March 2025 (2024: gain of $4,101,000; 2023: loss of $1,841,000). On December 20, 2024, following the Company’s registration statement Form F-1 being declared effective by the SEC, the outstanding 2,583,820 Preferred Shares were converted into Ordinary Shares on a 1:1 basis with 2,583,820 Ordinary Shares being issued. No Preferred Shares outstanding as of March 31, 2025.

(b)

The Group issued 8% convertible loan notes. The notes were fair valued, using binomial option pricing model, at the end of each reporting period, resulting in a loss of $639,000 for the year ended 31 March 2025 (2024: loss of $374,000; 2023: loss of $19,000). On December 20, 2024, following the Company’s registration statement being declared effective by the SEC, all the outstanding Notes with an aggregate face value of $4,350,000 and accrued interest of $751,781, totaling $5,101,781, were converted into Ordinary Shares at a conversion price of $2.17 resulting in the issuance of 2,347,134 Ordinary Shares. No Notes outstanding as of March 31, 2025.

8

FINANCE COSTS, NET

SCHEDULE

OF FINANCE COSTS, NET

	Year ended	Year ended	Year ended
	31 March 2025	31 March 2024	31 March 2023

Interest on
Convertible loan notes
Loan from immediate holding company
Loan from a related company
Lease liabilities
Finance costs

All values are in US Dollars.

| F-26 |

| --- |

9

INCOME TAX EXPENSE

During the year ended 31 March 2024, income tax expense of the Group represented under-provision of current tax from 2022 of a subsidiary in United States of America. There was no other current tax expense or deferred tax expense for that year.

There was no current or deferred tax expense for each of the years ended 31 March 2023 and 2025.

9.1Current income taxes

Under the two-tiered profits tax rates regime of Hong Kong Profits Tax, the first HK$2 million (c.$250,000) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million (c.$250,000) will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

Taxes charged on profits assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretation and practices in respect thereof.

The income tax expense for the year can be reconciled to the loss for the year per the consolidated statement of profit or loss and other comprehensive income as follows:

SCHEDULE

OF CURRENT INCOME TAXES

	Year ended		Year ended		Year ended
	31 March 2025		31 March 2024		31 March 2023

Loss before taxation		)		)		)
Notional tax calculated at the rates applicable to profits in the tax jurisdictions concerned		)		)		)
Tax effect of expenses that are not deductible
Tax effect of income that are not taxable				)
Tax effect of tax losses not recognized
Under-provision in prior years
Income tax expense

All values are in US Dollars.

9.2Deferred income taxes

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset tax recoverable against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority.

The

Group has accumulated tax losses of $22,775,852 at 31 March 2025 (2024: $21,847,422) that are available indefinitely for offsetting against future taxable profits of the respective group companies in which the losses arose. No deferred tax asset has been recognized in respect of the tax losses.

The ultimate realization of unused tax losses is dependent upon the generation of sufficient future taxable profits during the periods in which those temporary differences become deductible. In determining the recognition of a deferred tax asset, management considered the future profitability of the Group. While management expects the Group to return profits in the future, there is still an element of uncertainty and as such, no deferred tax asset has been recognized.

| F-27 |

| --- |

10

LOSS PER SHARE

SCHEDULE OF LOSS PER SHARE

	Year ended		Year ended		Year ended
	31 March 2025		31 March 2024		31 March 2023

Loss for the year
Loss for the year for the purpose of basic loss per share		)		)		)
Effect of dilutive potential ordinary shares:
Fair value change of Preferred Shares		)		)
Loss for the year for the purpose of diluted loss per share		)		)		)
Number of shares
Weighted average number of ordinary shares for the purpose of basic loss per share – post-recapitalization
Effect of dilutive potential ordinary shares:
Preferred Shares – post-recapitalization
Weighted average number of ordinary shares for the purpose of diluted loss per share –<br> post-recapitalization

All values are in US Dollars.

Due to the losses during the years ended 31 March 2023, 2024 and 2025, certain anti-dilutive instruments were excluded from the calculation of diluted loss per share. The excluded instruments (post-recapitalization), which are determined as anti-dilutive, include:

●	Share<br> option awards of 780,058 at 31 March 2025; 2024: 1,585,880 (pre- capitalization 1,943),<br> (2023: 1,266,900 (pre-capitalization: 1,545), see note 23;
●	Preferred<br> shares of 3,000 shares, with recapitalized amount of 2,460,000, at 31 March 2023 (2024 and 2025: N/A), see note 17; and
●	Convertible<br> loan notes with aggregate face values of $3,350,000 and $3,250,000 31 March 2024 and 2023, respectively, see note 18.

11

RIGHT-OF-USE ASSETS

Right-of-use assets relate to office space leased by the Group. The amount in respect of lease are as follows:

SCHEDULE OF RIGHT-OF-USE ASSETS, NET

	Properties

At 1 April 2023
Additions (a)
Amortisation		)
Modification adjustment (b)		)
At 31 March 2024
Amortisation		)
Modification adjustment (b)		)
At 31 March 2025

All values are in US Dollars.

(a)	In<br> June 2023, the Group entered into a lease agreement in Monaco which expires in January 2027.<br> The lease has an annual break clause.
(b)	There<br> were rent reviews in February 2024 and 2025 and modification adjustments were made to account<br> for the change in monthly rent.

| F-28 |

| --- |

12

PLANT AND EQUIPMENT

SCHEDULE

OF PLANT AND EQUIPMENT

	Computer equipment

Cost:
At 1 April 2023, 31 March 2024 and 31 March 2025
Accumulated depreciation:
At 1 April 2023		)
Charge during 2024		)
At 31 March 2024 and 31 March 2025		)
Net carrying amount:
At 31 March 2024 and 31 March 2025

All values are in US Dollars.

Depreciation is recognized so as to write off the cost of assets less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Estimated useful lives of plant and equipment are as follows:

SCHEDULE

OF ESTIMATED USEFUL LIVES OF PLANT AND EQUIPMENT

Office<br> equipment	5 years

13

TRADE RECEIVABLES, CONTRACT ASSETS, OTHER RECEIVABLES, DEPOSITS AND PREPAYMENT

13.1Trade receivables, net

SCHEDULE

OF TRADE RECEIVABLES

	At	At
	31 March 2025	31 March 2024

Trade receivables
Less: loss allowance			)
Total

All values are in US Dollars.

Trade receivables are non-interest bearing and generally have credit terms of 30 days.

An aging analysis of the trade receivables at the end of the reporting period, based on the invoice date and net of loss provision, is as follows:

SCHEDULE

OF ANALYSIS OF TRADE RECEIVABLES

	At	At
	31 March 2025	31 March 2024

Less than 1 month
Between 1 month and 3 months
Over 3 months
Trade<br> receivables, net

All values are in US Dollars.

The movements in the loss allowance for impairment of trade receivables are as follows:

SCHEDULE

OF LOSS ALLOWANCE FOR IMPAIRMENT OF TRADE RECEIVABLES

	At		At
	31 March 2025		31 March 2024

At the beginning of the year
Provision for the year
Written off for the year		)
Reversal for the year		)		)
At the end of the year

All values are in US Dollars.

During

the year ended 31 March 2025, trade receivables of $12,064 (2024: $21,522) were written off due to uncollectible as assessed by management. The carrying amounts of trade receivables are approximate their fair values.

| F-29 |

| --- |

13.2Contract Assets

SCHEDULE OF CONTRACT ASSETS

	At	At
	31 March 2025	31 March 2024

Contract Assets

All values are in US Dollars.

Contract assts relates to client contracts that have been complete, revenue recognized but yet to be invoiced.

13.3Other receivables, deposits and prepayment

SCHEDULE

OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

		At	At
	Notes	31 March 2025	31 March 2024

Current:
Deposits	(a)
Prepayments	(b)
Other receivables	(c)
Prepayment,<br> deposits and other receivables
Non-current:
Deposit	(a)

All values are in US Dollars.

(a)

Current deposits represent amounts paid to an employment agency in Germany and deposit for investor relation services. Non-current deposit of $45,463 (2024: $35,431) represents a deposit for a long-term lease of office space in Monaco. Deposit of $34,579 was originally paid by a related party and is shown as an amount due to related party.

(b)

The increase in prepayments as of 31 March 2025 primarily relates to the advance payment of the Directors and Officers (D&O) liability insurance premium, covering the period from January 2025 to December 2026. This insurance was procured subsequent to the successful completion of the IPO.

(c)

As of 31 March 2024, other receivables mainly comprised $142,633 of deferred transaction costs in connection with the IPO of the Company (the “Deferred IPO Expenses”) and an outstanding balance $41,385 with payment channel, Stripe. The Deferred IPO Expenses with an aggregate amount of $1,432,343 were deducted against share premium upon the successful closing of the IPO. Other Receivables also includes fund raising costs of $400,000 and $250,000 paid under the Nomas MOU and the Al Noor MOU, respectively.

| F-30 |

| --- |

14Trade payables, OTHER PAYABLES AND ACCRUALS

SCHEDULE OF TRADE PAYABLES, OTHER PAYABLES AND ACCRUALS

		At	At
	Note	31 March 2025	31 March 2024

Trade payables
Other payables
Accruals	(a)
Total

All values are in US Dollars.

(a)	Accruals<br> include audit fees, professional fees, holiday pay accruals for employees, and others associated with the on-going running of the<br> Group. Increase from 31 March 2024 is mainly due to additional accrued audit fees.

15Deferred REVENUES

SCHEDULE OF DEFERRED REVENUES

	At	At
	31<br> March 2025	31<br> March 2024

Advisory<br> service income
Customization<br> income
Subscription<br> fee income
Deferred<br> revenues

All values are in US Dollars.

At

1 April 2023, deferred revenues amounted to $335,666.

Deferred revenues relate to revenues that have been invoiced to the client but not yet earned. The deferred revenues are expected to be recognized as revenue in the next 12 months.

| F-31 |

| --- |

16

RELATED PARTY TRANSACTIONS

16.1Transactions with related parties

In addition to those related party transactions and balances disclosed elsewhere in the consolidated financial statements, the Group had the following transactions with its related parties during the reporting period:

SCHEDULE OF TRANSACTIONS WITH OTHER RELATED PARTIES

		Year ended	Year ended	Year ended
	Notes	31 March 2025	31 March 2024	31 March 2023

Subscription fee income	(a)
Consultancy fee	(b)
Write-off of due from related company	(c)
Share-based payments expenses on anti-dilution issuance of Preferred Shares	(d)
Finance charges on:
Loan from a related company	(e)
Loans from immediate holding company	(f)
Convertible loan notes	(g)

All values are in US Dollars.

(a)	During<br> the year ended 31 March 2025, the Group entered into sales agreements with certain shareholders amounting to $42,680 in revenue generated<br> (2024: $71,333; 2023: $387,751).
(b)	During<br> the year ended 31 March 2025, Miles Pelham, controller of Rhino Ventures, engaged as a contractor to provide management services<br> in return for a fee of $260,417 (2024: $250,000; 2023: $250,000).
---	---
(c)	During<br> the year ended 31 March 2024, the Group has fully written off the amount due from a related company, Diginex (Holdings) Limited,<br> a company controlled by Rhino Ventures, of $81,347 (2025 and 2023: $Nil).
---	---
(d)	In<br> connection with the issuance 151 Preferred Shares of DSL triggered by the Capital Raise, share-based payments expenses of $369,648<br> are recognized during the year ended 31 March 2025 (2024 and 2023: $Nil).
---	---
(e)	The<br> Group had a loan with a principal of $1,000,000,<br> bore an 8%<br> annual interest charge, due to Diginex (Holdings) Limited.<br><br> <br><br><br> <br>Upon<br> the Recapitalization, the loan was converted into convertible loan notes with principal of $1,000,000, of which Rhino Ventures holds<br> $517,535 of the principal amount and Working Capital Innovation Fund II L.P., shareholder of the Company, holds $482,465 of the principal<br> amount, and the corresponding interest was recognized as finance charges on convertible loan notes. During the year ended March 31,<br> 2025, interest of $24,548 was accrued (2024: $80,219; 2023: $60,712). The convertible loan notes were converted into ordinary shares<br> on 20 December 2024.
---	---
(f)	The<br>Group had a loan outstanding from immediate holding company, Rhino Ventures. The loan bore an 8%<br>annual interest charge and interest of $129,423<br>was accrued during the year ended 31 March 2025 (2024: $187,584;<br>2023: $78,926).<br>On January 21, 2025, the loan balance was $3,530,091<br>and $3,000,000<br>was<br>capitalized through the issuance of 731,707<br>Ordinary Shares with the balance of $530,019<br>being repaid in cash. At 31 March 2025, there was no balance<br>outstanding.
---	---
(g)	The<br> Group issued convertible loan notes to the shareholders of the Company. The convertible loan note bore an 8% annual interest charge<br> and interest of $238,960 was accrued during the year ended 31 March 2025 (2024: $266,520; 2023: 80,822). The<br> convertible loan notes were converted into ordinary shares on 20 December 2024.
---	---

16.2Amounts due to a related company/ immediate holding company

As

of 31 March 2025, the amount due to a related company, Compass Limited, of $34,579 (2024: $34,579) related to the deposit for the office lease in Monaco. Compass Limited is a company controlled by Rhino Ventures.

As

of 31 March 2024, an amount due to immediate holding company, Rhino Ventures, of $5,345,929

related to advance deposits towards the $8,000,000

Capital Raise. On 27 May 2024, the Group completed the Capital

Raise, of which $6,059,142

of amount due to Rhino Ventures and $1,940,858

of loans from Rhino Ventures were capitalized into equity. At March 31, 2025, there were no outstanding amounts due to the immediate holding company.

All amounts were unsecured, interest-free and repayable on demand.

| F-32 |

| --- |

16.3Loans from immediate holding company/ a related company

Loansfrom an immediate holding company

As of 31 March 2024, loans from an immediate holding company, Rhino Ventures, were unsecured, bearing an interest rate of 8

%

per annum and were originally repayable on June 30, 2024. At 31 March 2024 the outstanding principal amount was $1,664,483

with

accrued interest of $266,510

,

resulting in a total outstanding balance of $1,930,993 .

On

27 May 2024, the Group completed the Capital Raise with Rhino Ventures, of which $6,059,142

of

the amount due to Rhino Ventures and $1,940,858 of loans from Rhino Ventures were capitalized into equity. During the period up to the Company IPO, Rhino Ventures continued to fund the Company. The maturity date of the remaining loans was initially extended to September 30, 2024 in May 2024, subsequently to November 31, 2024 in September 2024, and further extended to January 31, 2025 in November 2024.

On

September 30, 2024, the Company, DSL and Rhino Ventures entered into a tripartite loan agreement. Under this agreement, Rhino Ventures agreed to capitalize up to $3.5 million of its loan with DSL into Ordinary Shares at the IPO offer price upon the pricing of the IPO.

On

January 21, 2025, the outstanding principal and accrued interest amounted to $3,530,019, of which $3,000,000 was capitalized through the issuance of 731,707 Ordinary Shares at the IPO listing price of $4.10. The remaining balance of $530,019 was settled in cash. As of March 31, 2025, there were no outstanding loans from Rhino Ventures.

Loansfrom a related party

As of 31 March 2024, loan from a related company, Diginex (Holdings) Limited, was unsecured, charging at an interest rate of 8

%

per annum and was repayable on 31 December 2024. At 31 March 2024, the outstanding principal amount was $1,000,000

(2025: $Nil

)

and interest accrued on the loan amounted to $140,931

(2025: $Nil

)

resulting in a total outstanding balance of $1,140,931

(2025: $Nil

).

In July 2024, the loan was converted into convertible loan notes with a principal of $1,000,000

,

of which Rhino Ventures holds $517,535

of the principal amount and Working Capital Innovation Fund

II L.P. holds $482,465

of the principal amount.

16.4Key management compensation

SCHEDULE OF KEY MANAGEMENT COMPENSATION

	Year ended	Year ended	Year ended
	31 March 2025	31 March 2024	31 March 2023

Basic salaries, allowances and all benefits-in-kind<br> (a)
Pension costs - defined contribution plans
Share-based payments
Key management compensation

All values are in US Dollars.

(a)	Basic salaries, allowances<br> and all benefits-in-kind include a payment of $260,417 to the Chairman of Diginex. The Chairman is also the controller of a related<br> party, Rhino Ventures Limited.

Key management personnel are considered as senior representatives of the Group.

16.5Amounts due to key management

At

March 31, 2025, expense reimbursement of $68,724

were outstanding to key management personnel (2023: $12,135

;

2024: $23,919

) and were included in accruals.

16.6 Warrants

In connection with the $8.0 million capital raise in May 2024. Rhino Ventures Limited was issued warrants in DSL. Following the Group restructure, there were

4,170,520

warrants issued and outstanding and exercisable for a period of three years from the date they were issued, May 27, 2024, and are exercisable at a price of US$6.13 per warrant. The warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company’s outstanding Ordinary Shares at the time the warrants are exercised. This amount will be prorated in the event of partial exercise of the warrants. See note 21.2.

On January 23, 2025, the Company issued Rhino Ventures Limited the IPO Warrants in connection with the IPO. See note 21.2

1.	Tranche 1 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $5.13 per share, which expire 6 months from January 23, 2025
2.	Tranche 2 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $6.15 per share, which expire 9 months from January 23, 2025
3.	Tranche 3 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $7.18 per share, which expire 12 months from January 23, 2025
4.	Tranche 4 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $8.20 per share, which expire 15 months from January 23, 2025
5.	Tranche 5 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price of $10.25 per share, which expire 18 months from January 23, 2025
6.	Tranche 6 - Warrants to purchase 2,250,000 Ordinary Shares at an exercise price $12.30 per share, which expire 24 months from January 23, 2025

As at the date of this report, no warrants had been exercised.

16.6 Convertible

Loan Notes

The Company issued $4,350,000 convertible loan notes with an 8% coupon,

of which all were held by related parties due to their shareholding in the Company. Rhino Ventures held $517,535, HBM IV, Inc. held $2,000,000 and Nalimz Holdings Limited held $1,000,000, Working Capital Innovation Fund II held $582,465 and Hafnia Pte Ltd held $250,000. On December 20, 2024, following the Company’s registration statement being declared effective by the SEC, all these outstanding convertible loan notes with an aggregate face value of $4,350,000 and accrued interest of $751,781, totaling $5,101,781, were converted into Ordinary Shares at a conversion price of $2.17 resulting in the issuance of 2,347,134 Ordinary Shares. See note 18.

| F-33 |

| --- |

17

PREFERRED SHARES

In

July 2021, DSL allotted 3,000 Series A Preferred Shares to a new shareholder for a consideration of $6,000,000.

Each Preferred Share carried a number of votes equal to that of the ordinary shares then issuable upon its conversion into ordinary shares at the record date for determination of the shareholders entitled to vote on such matters. The holders of Preferred Shares and ordinary shares shall vote together as a single class unless it is required by applicable law or the Company’s Article of Association that Preferred Shares to vote separately as a class.

Conversionright

Each Preferred Share would automatically be converted into ordinary shares, at the conversion price (i) immediately upon the closing of a qualified initial public offering or (ii) upon the prior written approval of the holders of majority of Preferred Shares (voting together as a single class).

Unless converted earlier pursuant to above, each holder of Preferred Shares would have the right, at such holder’s sole discretion, to convert all or any portion of the Preferred Shares into ordinary shares at any time.

In

respective of the conversion price, the conversion rate for Preferred Shares would be determined by dividing the issue price (US$2,000) per share at the time of its issuance (the “Issue Price”) by the conversion price then in effect at the date of the conversion. The initial conversion price will be the Issue Price on first Preferred Share was issued (i.e., a 1-to-1 initial conversion ratio), and such initial conversion price would be subject to adjustments to reflect stock dividends, stock splits and future capital raises at a price per share lower than the conversion price in effect on the date of and immediately prior to such issuance (the “Applicable Conversion Price”). Upon future capital raises at a price per share lower than the Applicable Conversion Price, anti-dilution adjustment would be applied to reduce the Applicable Conversion Price concurrently.

Dividendright and protection provision

Each holder of Preferred Shares were entitled to receive dividends, prior and in preference to any declaration or payment of any dividend on the ordinary shares or any other class or series of shares issued by the Company, at the rate of four percent per annum of the applicable issue price of the Preferred Shares, on a non-cumulative basis, for each Preferred Share held by such holder. As part of the protective provision, certain reserved matters of the Company and its subsidiaries shall require the prior written approval of the holders of a majority of Preferred Shares as provided in the Articles of Association of the Company (the “Articles”).

Redemptionright

The

Preferred Shares are redeemable at the request of the holders at earlier of (i) a qualified initial public offering has not been consummated on or before the fifth anniversary of the date on which the first Preferred Share was issued; or (ii) a redemption right has been triggered by a materially breach of certain transaction documents by the Company; or (iii) the Company materially fails to comply with applicable laws and regulations. The redemption price (the “Redemption Price”) for each Preferred Share shall be equal to the higher of (i) 100% of the applicable Issue Price for such Preferred Shares and plus all declared but unpaid dividend, or (ii) the then fair market value of such Preferred Share.

Liquidationpreference

The

Preferred Shares also provided with liquidation preference to its holders in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary or the consummation of a liquidation event as provided in the Articles to recover one hundred percent (100%) of the corresponding Issue Price per Share (such price may be adjusted as necessary) plus all accrued or declared but unpaid dividends.

As

at 31 March 2024, DSL had 3,000 Preferred Shares issued and outstanding, with recapitalized amount of 2,460,000 Preferred Shares and the carrying amount was $9,359,000 with fair value gain of $4,101,000 recognized during the year ended 31 March 2024.

In

May 2024, DSL had issued a further 151 Series A Preferred Shares, with recapitalized amount of 123,820 Preferred Shares, and fair value of $369,648 was charged to profit or loss. The issuance of the 151 Series A Preferred Shares was the result of an anti-dilution clause, which was triggered upon the completion of the Capital Raise from Rhino Ventures in May 2024. In July 2024, in the Exchange as mentioned in Note 1.1, Series A Preferred Shares of DSL were exchanged for Preferred Shares, where Preferred Shares contained the same terms and conditions as the Series A Preferred Shares.

On

December 20, 2024, following the Company’s registration statement Form F-1 being declared effective by the SEC, the outstanding 2,583,820 Preferred Shares were converted into Ordinary Shares on a 1:1 basis with 2,583,820 Ordinary Shares being issued. During the year ended March 31, 2025, a fair value gain of $4,117,648 was recognized and there were no Preferred Shares outstanding as of March 31, 2025.

| F-34 |

| --- |

The

fair value of Preferred Shares as of the date of conversion amounted to $5,611,000. The Discounted Cash Flow (“DCF”) method was used to determine the total equity value of the Group by capturing the present value of the expected cash flows. The equity allocation model was then used to allocate the total equity value of the Group to derive the fair value of the Preferred Shares.

For details of fair value measurement as of 31 March 2024, please refer to note 26.5 to the consolidated financial statements.

18CONVERTIBLE LOAN notes (the “notes”)

SCHEDULE OF CONVERTIBLE LOAN NOTES

	At 31 March 2025	At 31 March 2024

Fair value of the Notes
Accrued interest
Convertible loan notes
Classified as:
Current liabilities
Non-current liabilities
Convertible loan notes

All values are in US Dollars.

In

January 2023, the Company issued a convertible loan note instrument to create unsecured Notes of up to $10,000,000 in aggregate, bears fixed interest rate of 8% per annum. The Notes had a maturity date on the second anniversary of the effective date of the instrument.

The Notes would automatically convert into ordinary shares at the conversion price on the earlier of the following events, (i) a relevant fund raising, (ii) change of control, or (iii) an initial public offering (“IPO”). Such senior class of shares to be issued to investors in connection with the relevant fund raising or issued at the completion of the change of control or IPO.

During

the year ended 31 March 2024, a Note with a face value of $100,000 was issued resulting in an aggregate face value of $3,350,000 as of 31 March 2024.

Upon

the Recapitalization in July 2024, the $1,000,000 loan due from DSL to a related company, Diginex (Holdings) Limited, was converted into $1,000,000 Notes of which Rhino Ventures held $517,535 of the principal amount and Working Capital Innovation Fund II L.P. held $482,465 of the principal amount.

On

3 August 2024, the maturity date of the Notes with a principal of $1,000,000 was extended to 3 November 2024.

On

December 20, 2024, following the Company’s registration statement being declared effective by the SEC, all the outstanding Notes with an aggregate face value of $4,350,000 and accrued interest of $751,781, totaling $5,101,781, were converted into Ordinary Shares at a conversion price of $2.17 resulting in the issuance of 2,347,134 Ordinary Shares. During the year ended March 31, 2025, a fair value loss of $639,000 (2024: loss of $374,000) was recognized and there were no Notes outstanding as of March 31, 2025.

The

fair value of the Notes as of the date of conversion amounted to $5,382,000 and is determined using binomial option pricing model.

For details of fair value measurement as of 31 March 2024, please refer to note 26.5 to the consolidated financial statements.

| F-35 |

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19

LEASE LIABILITIES

During

the year ended 31 March 2024, the Group entered into a lease that expires on 1 January 2027. The initial quarterly rent was 31,316 Euros ($34,580). The lease is adjusted annually by an indexation factor and has an annual break clause. The quarterly rent was adjusted and increased to 32,091 Euros ($34,905) from February 2024 and was further adjusted to 32,328 Euros ($33,917) from February 2025.

Changes in lease liability is as follows:

SCHEDULE OF CHANGES IN LEASE LIABILITY

	At 31 March		At 31 March
	2025		2024

At 1 April
Increase in lease liability
Interest expense (note 8)
Lease modification adjustment		)		)
Reduction in lease liability		)		)
At the end of the period/year

All values are in US Dollars.

Classified in the consolidated statements of financial position as follows:

SCHEDULE OF LEASE LIABILITIES

	At 31 March
	2025
			USD
Current		126,808	122,076
Non-current		110,867	243,280
Lease liabilities		237,675	365,356

All values are in US Dollars.

Maturity of lease liabilities is as follows:

SCHEDULE OF MATURITY OF LEASE LIABILITIES

	At 31 March		At 31 March
	2025		2024

Not later than one year
Later than one year and not later than five years
Maturity of lease liabilities
Finance costs		)		)
Present value of minimum lease payments

All values are in US Dollars.

The

lease commitments have been discounted to calculate a present value of commitments using a cost of capital rate of 5.25% (2024: 5.88%).

| F-36 |

| --- |

20

SHARE CAPITAL

Under

a deemed reverse acquisition (as discussed in note 3), the historical shareholders’ equity of DSL, being the accounting acquirer (legal acquiree) prior to the Transaction is retrospectively adjusted to reflect the legal capital structure of the accounting acquiree (legal acquirer) and the Share Subdivision. This is calculated by using the exchange ratio as determined on the completion of the Transaction being 410 shares in the Company for each DSL share and multiplying by 2 for the impact of Share subdivision. The difference in value of the share capital arising from this conversion versus the share capital amount in DSL is recorded in equity under the capital reserve.

The

Shares of the Company have a par value of $0.00005 after the Share Subdivision.

SCHEDULE OF SHARE CAPITAL

										Share capital
										net of capital
		Share capital				Share	Capital	Warrant		reserve and warrant
	Notes	Shares		Amount		premium	reserve	reserve		reserve

Balance at 1 April 2022 and <br>31 March 2023 – pre-recapitalization			11,582						-
Recapitalization of DSL <br> (1:410 exchange ratio)	(b)		4,737,038		)				-
Sub-total			4,748,620						-
Share Subdivision	(c)		4,748,620						-
Balance at 31 March 2023 – recapitalized			9,497,240						-
Balance at 1 April 2023 – pre-recapitalization			11,582						-
Exercise of share option awards	(a)		44						-
Balance at 31 March 2024 – pre-recapitalization			11,626						-
Recapitalization of DSL <br>(1:410 exchange ratio)	(b)		4,755,034		)				-
Sub-total			4,766,660						-
Founding share of the Company			1						-
Sub-total			4,766,661						-
Share Subdivision	(c)		4,766,661						-
Balance at 31 March 2024 – recapitalized			9,533,322						-
Balance at 1 April 2024 – pre-recapitalization			11,626						-
Pre-capitalized balance			11,626						-
Exercise of share option awards <br>(pre-recapitalization)	(d)		44						-
Capital Raise	(e)		5,086						6,653,200
Pre-recapitalized balance			16,756						6,653,200
Recapitalization of DSL <br>(1:410 exchange ratio)	(b)		6,853,204		)
Sub-total			6,869,960						6,653,200
Pre capitalized sub-total			6,869,960						6,653,200
Founding share of the Company			1
Sub-total			6,869,961						6,653,200
Post capitalized sub-total			6,869,961						6,653,200
Share Subdivision	(c)		6,869,961
Recapitalized balance			13,739,922						6,653,200
Exercise of share option awards <br>(post-recapitalization)	(f)		1,003,680						-
Conversion of Preferred Shares	(g)		2,583,820						-
Conversion of convertible loan notes	(g)		2,347,134						-
Capitalization of loan from immediate holding company	(h)		731,707						-
IPO and Exercise of overallotment option	(i)		2,587,500						-
Issuance of IPO Warrants	(j)		-						72,610,000
Balance at 31 March 2025			22,993,763						79,263,200
Recapitalized balance			22,993,763						79,263,200

All values are in US Dollars.

| F-37 |

| --- | | (a) | In October 2023, DSL issued 44 ordinary shares to an employee via the exercising of vested employee share options. These shares rank pari passu with the existing ordinary shares of DSL in all respects. These shares equate to 36,080 shares post the Recapitalization. | | --- | --- | | (b) | On 15 July 2024, the Company completed a Share Exchange Transaction (the “Transaction”) with DSL and each of the shareholders of DSL. Prior to the Transaction, the Company had issued one founding share with a par value of USD 0.0001 and was a newly incorporated entity without material business activities, while DSL was the parent of the DSL Group. The Transaction resulted in the Company becoming the immediate holding company of DSL and DSL became a wholly owned subsidiary of the Company. The Transaction resulted in one share in DSL being exchanged for four hundred and ten (410) Ordinary Shares. | | --- | --- | | (c) | On 26 July 2024, the authorized share capital of the Company changed to USD50,000 divided into 960,000,000 Ordinary Shares of USD0.00005 par value each and 40,000,000 Preferred Shares of USD0.00005 par value each (the “Share Subdivision”). The Share Subdivision resulted in the shareholding of each Company shareholder increasing by a multiple of two. | | --- | --- | | (d) | In April 2024, DSL issued 44 shares to an employee via the exercising of vested employee share options. These shares rank pari passu with the existing ordinary shares of DSL in all respects. These shares equate to 36,080 shares post the Recapitalization. | | --- | --- | | (e) | On May 27, 2024, DSL Group completed the Capital Raise and DSL allotted 5,086 ordinary shares and 10,172 warrants to Rhino Ventures. The warrants have a fair value of $6,653,200 and $1,346,800 being allocated to share capital with a total value recognized in reserves of $8,000,000. These shares equate to 4,170,520 shares post the Recapitalization. | | --- | --- | | (f) | In August 2024, the Company issued 1,003,680 shares to certain employees via the exercising of vested employee share options. These shares rank pari passu with the Ordinary Shares in all respects. | | --- | --- | | (g) | On December 20, 2024, the Company’s registration statement Form F-1 being declared effective by the SEC. This resulted in outstanding Preferred Shares converting into 2,583,820 Ordinary Shares on a 1:1 basis. All the outstanding convertible loan notes with an aggregate face value of $4,350,000 and accrued interest of $751,781, totaling $5,101,781, also converted into Ordinary Shares at a conversion price of $2.17 resulting in the issuance of 2,347,134 Ordinary Shares. | | --- | --- | | (h) | Pursuant to a triparty loan agreement dated September 30, 2024, $3.0 million loan from Rhino Ventures was capitalized through the issuance of 731,707 Ordinary Shares. | | --- | --- | | (i) | On January 23, 2025, the Company closed on its IPO of 2,250,000 ordinary shares, par value $0.00005 per share, at a public offering price of $4.10 per ordinary share, for total gross proceeds of $9,225,000, before deducting underwriting discounts, commissions, and other related expenses. The net proceeds amounted to $7,747,756. | | --- | --- |

On

January 27, 2025, the Company also closed on the underwriter’s exercise of the Over-Allotment Option to purchase 337,500 Ordinary Shares pursuant to the Underwriting Agreement. Pursuant to the Over-Allotment Option, the underwriters purchased an additional 337,500 Ordinary Shares at the public offering price of $4.10 per share, resulting in additional gross proceeds of $1.38 million, before deducting underwriting discounts and other related expenses. The net proceeds amounted to $1,261,969.

After

giving effect to the full exercise of the Over-Allotment Option, the total number of Ordinary Shares sold by the Company in the IPO increased to 2,587,500

Ordinary Shares. The gross proceeds of $10,608,750 are deducted against the Deferred IPO Expenses of $1,432,343 upon the successful closing of the IPO and share capital of $130 and share premium of $9,176,277 are recognized.

(j)	On<br> January 23, 2025, the Company issued Rhino Ventures 6 tranches of the IPO Warrants (as defined<br> in note 21.2) , with each tranche comprising 2,250,000 warrants, in connection with the IPO. For details, please refer to note 21.2.

314

ordinary shares issued by DSL in March 2022, with recapitalized amount of 257,480 Ordinary Shares, were issued with conditions. The conditions were based on the use of funds and the provision of information by DSL to the shareholder. Should any conditions not be met then there was a 30-day remediation period to resolve the issue. If such issues could not be resolved the shareholder can demand DSL to buy back the investment at the higher of the fair value of the investment or the initial investment value. Such conditions lapsed on the IPO of the Company. Following the successful closing of the IPO on January 23, 2025, the option lapsed accordingly.

| F-38 |

| --- |

21

OTHER RESERVES

Natureand purpose of reserves

21.1Capital reserve

The

capital reserve of $5,126,150 arose from the recapitalization of the Group with the Company’s share capital issued as part of the Transaction and the impact of the Share Subdivision. This reserve ensures that the total shareholders equity both pre- and post-Transaction and the Share Subdivision remains the same as that of the DSL Group immediately before the Transaction and Share Subdivision.

21.2Warrant reserve

Privatewarrants

In

May 2024, the Group completed the Capital Raise with its immediate holding company, Rhino Venture. As part of this transaction, DSL allotted 5,086 ordinary shares and 10,172 warrants (the “DSL Private Warrants”) to Rhino Venture, with an exercise price of $2,512 per warrant. If fully exercised, the DSL Private Warrants will result in the issuance of such number of ordinary shares equal to 51% of the total issued and outstanding shares of the Company at the time of exercise. For partial exercise, the number of shares to be issued will be determined on a prorated basis at the time of exercise.

Following

the Transaction and Recapitalization in July 2024, the DSL Private Warrants were cancelled and the Company issued 4,170,520 warrants (the “Private Warrants”) as a replacement with an exercise price of $6.13. The Private Warrants were issued on identical terms and with the same economic benefits as the DSL Private Warrants. Post the completion of the Restructuring, there was no change to the economic position of the shareholders or warrant holders.

Both the Private Warrants and the DSL Private Warrants (collectively, “Both Private Warrants”) are classified as an equity instrument on the basis that they do not include contractual obligation to deliver cash to the warrant holder, and Both Private Warrants meet the fixed-for-fixed condition by preserving the relative economic interests of both the warrant holder and the Company’s shareholders. The DSL Private Warrants were initially recognized at their fair value on the date of issuance and no subsequent remeasurement is required. The binomial option-pricing model was used to determine the fair value of the DSL Private Warrants, with key inputs and assumption set out as follow:

SCHEDULE

OF FAIR VALUE OF PRIVATE WARRANTS

Grant date	May 28, 2024
Time to expiry (year)		3.00
Spot price (pre-recapitalization)	$	2,252
Risk-free rate		4.75	%
Dividend yield		0.00	%
Volatility		41.33	%

Given the Private Warrants were issued as a replacement on identical terms, no additional valuation or remeasurement was required. No Private Warrants had been exercised during the year ended March 31, 2025.

IPOwarrants

On January 23, 2025, the Company issued Rhino Ventures the warrants identified below in connection with the IPO. The IPO Warrants are classified as an equity instrument on the basis that they do not include contractual obligation to deliver cash to the warrant holder, and the IPO Warrants meet the fixed-for-fixed condition by preserving the relative economic interests of both the warrant holder and the Company’s shareholders. The IPO Warrants were initially recognized at their fair value on the date of issuance and no subsequent remeasurement is required.

SCHEDULE OF FAIR VALUE OF THE IPO WARRANTS

Tranche		Exercise<br> Price<br><br> <br>(per share)		Expiration Date	Duration from<br><br> <br>January 23, 2025
1	2,250,000	$	5.13	July 23, 2025	6 months
2	2,250,000	$	6.15	October 23, 2025	9 months
3	2,250,000	$	7.18	January 23, 2026	12 months
4	2,250,000	$	8.20	April 23, 2026	15 months
5	2,250,000	$	10.25	July 23, 2026	18 months
6	2,250,000	$	12.30	January 23, 2027	24 months

The binomial option-pricing model was used to determine the fair value of the IPO Warrants, with key inputs and assumptions set out as follow:

SCHEDULE

OF FAIR VALUE OF IPO WARRANTS

Tranche	1			2			3			4			5			6
Time to expiry (year)		0.50			0.75			1.00			1.25			1.50			2.00
Closing Spot price on January 23	$	12.75		$	12.75		$	12.75		$	12.75		$	12.75		$	12.75
Risk-free rate		4.27	%		4.23	%		4.18	%		4.21	%		4.23	%		4.29	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Volatility		30.66	%		32.79	%		33.25	%		32.83	%		32.81	%		33.05	%

No IPO warrants had been exercised during the year ended March 31, 2025.

21.3Share option reserve

The share option reserve comprises of the fair value of share option awards that have yet to vest.

21.4Exchange reserve

Exchange reserve comprises all foreign exchange differences arising from the translation of the financial statement of foreign operation. The reserve is dealt with in accordance with the accounting policies set out in note 4.

21.5Accumulated losses

Accumulated losses are the cumulative net loss of the Group sustained in the business.

22

DIVIDEND

No dividends were declared or paid during each of the years ended 31 March 2023, 2024 and 2025.

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23

SHARE-BASED PAYMENTS

DSL’sShare Option Award Scheme (the “DSL Scheme”)

The board of directors of DSL (the “DSL Board”) approved and adopted the DSL Scheme which outlines the grant of share option award (the “DSL Award”) to selected employees and/or consultants of the DSL Group (the “DSL Participant”) to subscribe ordinary shares of DSL (the “DSL Share”). The DSL Board may determine the DSL Participant and grant DSL Shares under the DSL Scheme not exceeding 15% of issued shares in the Company on a fully diluted basis. Purpose of the DSL Scheme is to attract and retain the best available talent for the DSL Group to benefit its business operations.

DSL may grant the DSL Participant an DSL Award consisting in the right to acquire or receive a certain number, or a percentage, of DSL Shares (the “DSL Ownership Stake”) determined in the DSL Scheme (each event being an “DSL Award Grant”). The DSL Award Grant shall vest after thirty-six (36) calendar months of continuous employment with, or service to, DSL or of any of its affiliates (the “DSL Vesting Date”). Unless exercised, the Award will lapse and expire after six (6) calendar months from the Vesting Date (“DSL Long Stop Date”).

The number of DSL Shares the DSL Participant is entitled to under an DSL Award Grant shall be determined at the DSL Vesting Date. The vesting of the DSL Award Grant shall confer to the DSL Participant the same shareholding percentage in DSL as the DSL Ownership Stake. Unless determined at the time of the DSL Award Grant, such shareholding shall be calculated based on the total number of DSL Shares issued at the DSL Vesting Date.

Prior to the DSL Long Stop Date, should DSL give notice of: 1) merger or acquisition or similar event involving change of control of DSL; or 2) listing of its shares on a recognized and regulated stock exchange, all DSL Awards, whether vested or unvested, shall be: 1) (i) automatically exchanged for equivalent options over or in relation to shares in the acquirer entity or listed company; or (ii) cancelled in exchange for, and automatically converted to, shares in the acquiring entity or listed company in equivalent value as the value under the DSL Award Grant, which will be locked-up for a period of 15 months from the date of change of control or listing, respectively, (the “DSL Lock-up Period”) and will be released in three (3) equal instalments over a period of six (6) months following the expiration of such DSL Lock-up Period.

The DSL Award Grant shall be forfeited and cancelled if before the DSL Vesting Date: (a) the DSL Participant hands in a notice of resignation; (b) the DSL Participant gives notice of termination of service; or (c) the DSL Participant’s employment or service with DSL is terminated for any reason, unless otherwise determined by the DSL Board in its sole and absolute discretion.

DiginexLimited 2024 Omnibus Incentive Plan (the “Scheme”)

On

28 July 2024, the board of directors of the Company (the “Board”) approved and adopted the Diginex Limited 2024 Omnibus Incentive Plan (the “Scheme”), which replaced the DSL Scheme, which outlines the grant of share option award (the “Award”) to selected employees and/or consultants of the Group (the “Participant”) to subscribe ordinary shares of the Company (the “Share”). The Board may determine the Participant and grant Shares under the Scheme not exceeding 5,400,000 ordinary shares. Purpose of the Scheme is to attract and retain the best available talent for the Company to benefit its business operations.

The Company may grant the Participant an Award consisting in the right to acquire or receive a certain number, or a percentage, of Shares (the “Ownership Stake”) determined in the Scheme (each event being an “Award Grant”). The exercise price of Shares purchasable under an Award shall be determined at the time of grant, provided that the exercise price per Share for the Shares to be issued pursuant to the exercise of an Award shall be no less than the par value of such Share.

Awards vest and become exercisable in accordance with the terms and conditions specified in the applicable Award Agreement, which may include the achievement of pre-established performance goals, if applicable. For Awards granted prior to the Company’s listing on the NASDAQ Capital Market or any other stock exchange, vesting occurs on (i) the date(s) specified in the Award Agreement, (ii) after 36 months of continuous employment or service with the Company or its affiliates, or (iii) an earlier date if determined at the discretion of the Board to accelerate the vesting schedule.

Upon termination of employment or service, the treatment of stock options depends on the circumstances of the termination. If the termination occurs for reasons other than cause, retirement, disability, or death, vested options remain exercisable for 90 days following the termination date. This period is extended to one year if the participant passes away during the 90-day period. Unvested options, however, are forfeited immediately upon termination. In all cases, options cannot be exercised beyond their original expiration date. For terminations due to retirement, disability, or death, vested options remain exercisable for one year from the termination date, subject to their original expiration date. Unvested options are forfeited immediately upon termination. If the termination is for cause, all options, whether vested or unvested, are forfeited immediately.

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Details of the Awards granted during the years ended March 31, 2023, 2024 and 2025:

SCHEDULE OF AWARDS GRANTED

		Number<br> of/% of <br>share option					Fair<br> value per
Grant<br> dates		award<br> to vest			Vesting<br> periods		option<br> at grant date
					From	To	USD
25-Apr-2022	*		0.10	%	25-Apr-2022	31-Mar-2023	3.924<br> (recapitalized)
25-May-2022			0.10	%	25-May-2022	5-Nov-2023	3.924<br> (recapitalized)
26-Sep-2022	*		1.00	%	26-Sep-2022	25-Sep-2025	4.254<br> (recapitalized)
18-Oct-2022	**		0.10	%	18-Oct-2022	1-Sep-2024	4.287<br> (recapitalized)
23-Nov-2022	**		0.20	%	23-Nov-2022	1-Jul-2023	4.354<br> (recapitalized)
12-Jan-2023	**		0.05	%	12-Jan-2023	1-Jul-2023	4.446<br> (recapitalized)
1-May-2023	***		1.00	%	1-May-2023	30-Apr-2026	4.321<br> (recapitalized)
8-Aug-2023	***		2.40	%	8-Aug-2023	8-Aug-2023	3.460<br> (recapitalized)
1-Sep-2023	***		0.20	%	1-Sep-2023	30-Apr-2026	3.251<br> (recapitalized)
31-Jul-2024			65,426		31-Jul-2024	27-Aug-2026	2.098
31-Jul-2024			303,400		31-Jul-2024	31-Jul-2027	2.098
21-Aug-2024	****		0.50	%	21-Aug-2024	30-Apr-2026	2.098
*	Fair<br> value of the DSL Awards as of 25 April 2022 and 26 September 2022 is approximated to that<br> as of 1 April 2022 and 30 September 2022, respectively.
---	---
**	Fair<br> values of the DSL Awards as of 18 October 2022, 23 November 2022 and 12 January 2023 are<br> determined using interpolation method between the fair values determined on 30 September<br> 2022 and 31 March 2023.
***	Fair<br> values of the DSL Awards as of 1 May 2023, 8 August 2023 and 1 September 2023 are determined<br> using the interpolation method between the fair values determined on 31 March 2023 and 30 September<br> 2023.
****	Fair<br> value of the Awards as of 21 August 2024 is with reference to the fair values determined<br> on 31 July 2024.

Number of shares options. Re-capitalization takes into account the impact of the share exchange between the Company and DSL at a ratio of 410:1 and the subsequent share subdivision on the Company at a ratio of 2:1:

SCHEDULE OF NUMBER OF UNVESTED SHARES

	Number of <br>share options
At 1 April 2022		1,404
Additions		141
		69
		(44	)
		1,915
		1,570,219
		566,119
		(1,003,680	)
At 31 March 2023		1,545
At 31 March 2023 recapitalized		1,266,900
- weighted average exercise price	$	Nil
- number of share options exercisable		0
At 1 April 2023, based on number of DSL’s shares-in-issue		1,545
Additions		389
Exercised (note a)		(44	)
		69
		(44	)
		1,915
		1,570,219
		566,119
		(1,003,680	)
At 31 March 2024, based on number of DSL’s shares-in-issue		1,890
At 31 March 2024 recapitalized		1,549,800
- weighted average exercise price	$	Nil
- number of share options exercisable		1,380,060
At 1 April 2024, based on number of DSL’s shares-in-issue		1,890
Additions		69
Exercised (note b)		(44	)
Pre-recapitalized balance		1,915
Post-recapitalized balance		1,570,219
Additions		566,119
Exercised (note c)		(1,003,680	)
Expired		(352,600	)
At 31 March 2025, based on number of Diginex Limited’s shares-in-issue		780,058
‘- weighted average exercise price	$	0.00005
‘- number of share options exercisable		17,345
(a)	The weighted average share price at the exercise date is $2.998 (recapitalized).
---	---
(b)	The weighted average share price at the exercise date is $2.746 (recapitalized).
---	---
(c)	The weighted average share price at the exercise date is $2.098.
---	---
(d)	The weighted average remaining contractual life of the outstanding share options is 2.57 years as of March<br>31, 2025 (2024: 0.63 years; 2023: 1.02 years).
---	---

Movement of share option reserve:

SCHEDULE OF MOVEMENT OF SHARE OPTION RESERVE

	Share option reserve

At 1 April 2022
Additions
At 31 March 2023
Additions
Exercised		)
At 31 March 2024
Additions
Exercised		)
Expired		)
At 31 March 2025

All values are in US Dollars.

The fair value of the Awards granted is estimated at the grant date using the discounted cash flow (“DCF”) and equity allocation model (“EAM”). The following table lists the inputs to those models at respective grant date:

SCHEDULE OF FAIR VALUE OF THE AWARDS AND DSL AWARDS GRANTED IS ESTIMATED AT THE GRANT DATE USING DISCOUNTED

Dates of fair value	Valuation approach
1-Apr-2022	DCF & EAM	17	%	3	%	15	%	20	%	41.16	%
25-May-2022	DCF & EAM	17	%	3	%	15	%	20	%	41.16	%
30-Sep-2022	DCF & EAM	17	%	3	%	15	%	20	%	44.16	%
31-Mar-2023	DCF & EAM	17	%	3	%	15	%	20	%	46.62	%
30-Sep-2023	DCF & EAM	18	%	3	%	10	%	20	%	42.41	%
31-Jul-2024	DCF & EAM	16	%	3	%	3	%	20	%	38.16	%

The

equity value at 100 % basis is determined using DCF method based on the estimates of cash flows as of the grant date discounted using an appropriate discount rate, having considered relevant risk factors. Volatility is determined based on the average annualized standard deviation of the historical stock prices of listed comparable companies.

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24

RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.

SCHEDULE OF UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS AS CASH FLOWS FROM FINANCING ACTIVITIES

	Preferred shares		Convertible loan notes		Amount due to immediate holding company		Amount due to a related company	Loan from immediate holding company		Loan from a related company		Total
	US		US		US		US	US		US		US
At 1 April 2022
Financing cash flows
Additions
Repayments						)							)
Non-cash transaction
Interest expenses
Fair value adjustments
At 31 March 2023
At April 1, 2023
Financing cash flows
Additions
Repayments									)				)
Non-cash transaction
Interest expenses
Fair value/other adjustments		)											)
At March 31, 2024
At 1 April 2024
Beginning balance
Financing cash flows
Additions
Repayments									)				)
Non-cash transaction		)		)		)			)		)		)
Interest expenses
Fair value/other adjustments		)				)							)
At 31 March 2025
Ending balance

All values are in US Dollars.

25

SUBSIDIARIES

The Group’s subsidiaries on March 31, 2025, from a legal perspective following the Recapitalization, are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group. The country of incorporation or registration is also their principal business place of business. Particulars of the subsidiaries as of March 31, 2025 are as follows:

SCHEDULE OF SUBSIDIARIES

Name of entities	Places of <br> Incorporation and <br> operation	Principal activities	Particulars of<br> issued/registered <br>share capital	Percentage of <br> ownership <br> interest
Diginex Solutions (HK) Limited*	Hong Kong	Provision of ESG reporting solutions services	19,907 ordinary shares issued <br>(2024: 11,626 ordinary shares <br>and 3,000 preferred shares <br>issued)<br> (note)	Direct 100% <br>(2024: 100%)
Diginex USA, LLC	United States of America	Provision of ESG reporting solutions services	1,000 Class A Units <br>of $10 each <br>(2024: 1,000 Class A Units <br>of $10 each)	Indirect 100% <br>(2024: 100%)
Diginex Services <br> Limited	United Kingdom	Provision of ESG reporting solutions services	Ordinary shares of <br>1 pence each <br>(2024: Ordinary shares of <br>1 pence each	Indirect 100% <br>(2024: 100%)
*	Note:	In<br> September 2024, the Company converted all issued Preferred Shares of DSL into ordinary shares<br> of DSL at a ratio of 1 preferred share to 1 ordinary share.
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26

FINANCIAL RISK MANAGEMENT

26.1Market risk factors

The Group’s activities expose it to a variety of market risks: foreign currency risk, interest rate risk and liquidation risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.

The risks are minimized by the financial management policies and practices described below.

26.1.2****Foreign currency risk

The Group operates primarily in USD and HKD, albeit there is an increasing exposure to GBP. Given USD and HKD are pegged within a range, the Group had a reduced exposure to foreign currency risk during the year. Given the increasing exposure to other currencies, the Group will formalize a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. The Group monitors its foreign currency exposure closely and will consider hedging significant foreign currency exposure to manage the risk. The material balance sheet items are denominated in USD and as such no sensitivity analysis on the impact of foreign exchange movements has been performed.

26.1.3****Interest rate risk

The Group has minimal interest rate risk because there are no significant borrowings at variable interest rates. The Group currently does not have an interest rate hedging policy. However, the management monitors interest rate exposure and will consider other necessary actions when significant interest rate exposure is anticipated. The Group’s cash flow interest rate risk relates primarily to variable-rate bank balances. The exposure to the interest rate risk for variable rate bank balances is insignificant as the bank balances have a short maturity period.

26.2Credit risk

The Group has exposure to credit risk arising from deposits in banks as well as trade receivables. Credit risk is managed on a Group basis.

The amount of the Group’s maximum exposure to credit risk is the amount of the Group’s carrying value of the related financial assets and liabilities as of the end of the reporting period.

26.2.1Deposits with bank

With respect to the Group’s deposits with banks, the Group limits its exposure to credit risk by placing deposits with financial institutions with high credit ratings and no recent history of default. Given the high credit ratings of the banks, management does not expect any counterparty to fail to meet its obligations. Management will continue to monitor the position and will take appropriate action if their ratings are changed. As at 31 March 2025 and 2024, the Group had a concentration of deposits with one bank but does have additional banking relationships to mitigate any concentration risk.

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26.3Liquidity risk

26.3.1Financing arrangement

The Group monitors its cash position on a regular basis and manages cash and cash equivalents to finance the Group’s operations. The Group has been primarily financed via the proceeds from the issuance of equity, issuance of convertible loan notes and access to a shareholder loan together with proceeds from the IPO.

26.3.2Maturities of financial liabilities

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the end of each financial reporting period to the contractual maturity dates. The amounts disclosed in the table are the contractual undiscounted cash flows.

SCHEDULE OF MATURITIES OF FINANCIAL LIABILITIES ON CONTRACTUAL UNDISCOUNTED CASH FLOWS

	Within 1 year	1-5 years	Total

At 31 March 2025
Accounts payable
Other payables and accruals
Deferred revenues
Due to a related company
Lease liabilities
Total liabilities
At 31 March 2024
Accounts payable
Other payables and accruals
Tax payables
Deferred revenues
Due to a related company
Due to immediate holding company
Loan from immediate holding company
Loan from a related company
Lease liabilities
Preferred shares
Convertible loan notes
Total liabilities

All values are in US Dollars.

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26.4****Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maximize the return to the shareholders through the optimization of the debt and equity balance.

The Group manages its capital structure and adjusts it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may issue new shares or other instruments. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025 and 2024.

26.5Fair values measurements

26.5.1Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of financial instruments in the consolidated financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments and non-financial assets into the three levels prescribed under the accounting standards. An explanation of each level is set out in Note 3. There is no transfer between level 1, 2 or 3 during both years.

SCHEDULE OF FAIR VALUE MEASUREMENTS

Fair value measurements using level 3	At 31 March 2025	At 31 March 2024

Recurring fair value
Preferred shares
Convertible loan notes

All values are in US Dollars.

26.5.2Valuation techniques used to determine fair values

Below lists the valuation techniques and key inputs used by the Group to value its Level 3 financial instruments. There has been no change in valuation technique during the year ended 31 March 2025 and 2024.

SCHEDULE OF VALUATION TECHNIQUES

Financial instruments	Amount as at<br> <br>31 March 2025		Amount as at<br> <br>31 March 2024		Valuation techniques and key inputs
Preferred shares <br>(Note 1)		-	$	9,359,000	The Discounted Cash Flows (“DCF”) method was used to determine the total<br> equity value of the Group by capturing the present value of the expected cash flows. <br> <br>The equity allocation model was then<br> used to allocate the total equity value of the Group to different classes of shares of the Company.
Convertible loan notes <br>(Note 2)		-	$	3,743,000	Binomial Option Pricing Model

Notes:

An increase in the revenue growth rate used in isolation would result in an increase in the fair value measurement of the preferred shares, and vice versa, while a slight increase in the discount rate used in isolation would result in a decrease in the fair value measurement of the preferred shares, and vice versa. As of 31 March 2024, a 1% (2025: N/A) increase in the discount rate holding all other variables constant would decrease the carry amount of the preferred shares by $0.9 million (2025: N/A) while a 1% (2025: N/A) decrease in the discount rate holding all other variables constant would increase the carry amount of the preferred shares by $1.1 million (2025: N/A). A 1% (2025: N/A) increase in the revenue growth rate holding all other variables constant would increase the carry amount of the preferred shares by $0.6 million (2025: N/A) while a 1% (2025: N/A) decrease in the discount rate holding all other variables constant would decrease the carry amount of the preferred shares by $0.6 million (2025: N/A).

A 1% increase in the discount rate used in isolation would result in a minimal decrease in the fair value measurement of the convertible loan notes, and vice versa.

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26.5.3Reconciliation of Level 3 fair value measurements

SCHEDULE OF RECONCILIATION OF LEVEL 3 FAIR VALUE MEASUREMENTS

	At 31 March 2025		At 31 March 2024

At 1 April	13,102,000		16,729,000
At the beginning of the reporting period	13,102,000		16,729,000
Additions
Fair value adjustments		)		)
Conversion		)
At 31 March
At the end of the reporting<br> period

All values are in US Dollars.

26.5.4Financial assets and financial liabilities measured at amortized cost

The financial assets and financial liabilities in the table below are measured at amortized cost. Management believes the carrying amounts of these financial assets and liabilities measured at amortized cost approximate their fair values.

SCHEDULE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES MEASURED AT AMORTIZED COST

	At 31 March 2025	At 31 March 2024

Financial assets
Trade receivables
Other receivables
Contract assets
Restricted bank balance
Cash and cash equivalents
Financial assets
Financial liabilities
Trade payables
Other payables
Tax payables
Due to related companies
Due to immediate holding company
Loan from a related company
Loans from immediate holding company
Lease liabilities
Financial liabilities

All values are in US Dollars.

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27

COMMITMENTS

Pursuant

to the Nomas MOU, Diginex has agreed pay fixed non-refundable fees in an aggregate amount of $800,000, with the initial payment of $400,000 paid upon signing of the Nomas MOU and the remaining balance of $400,000, as held under escrow and recognized as a restricted bank balance, to be released in equal installments upon the occurrence of three defined milestones via an escrow arrangement. The Nomas MOU also provides that the Company shall pay success fees upon achieving certain capital raise targets and the successful listing of the Company’s securities on the ADX.

Pursuant

to the Al Noor MOU, Diginex has agreed to fees in an aggregate amount of $650,000, with the initial payment of $250,000 paid upon signing of the Al Noor MOU, an additional amount of $150,000 was paid in June 2025 and the remaining fees in equal installments upon the occurrence of three defined milestones. The Al Noor MOU also provides that the Company shall pay success fees upon achieving certain capital raise targets and the successful listing the Company s securities on the ADX.

28

SUBSEQUENT EVENTS

In accordance with IAS 10 “Events after the Reporting Period”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet date, up through the date the Company issued the financial statements.

●	On May 6, 2025, Rhino Ventures sold the tranches<br>4, 5 and 6 of the IPO Warrants to Nomas Global Investments-LLC-S.P.C for consideration of $300<br>million. Rhino Ventures received a promissory note for $50<br>million upon sale and will receive $250<br>million at December 31, 2025.
●	The Group entered into two new lease agreements to provide additional workspace<br>for the Group’s expanding operations in UK and HK:
●	An 18-month office lease in the United Kingdom, commencing in April 2025, with monthly<br> rent of GBP3,782<br> (approximate: $5,105). Right-of-use assets and lease liabilities would be recognized for the lease in accordance with IFRS 16 Leases.
---	---
●	A one-year office lease in Hong Kong, commencing in June 2025, with monthly rent of HK$52,000<br> (approximately: $6,625). Given the lease has a lease term of 12 months, the lease would be accounted for as a short-term lease and the Group would<br> recognize the lease payments as an expense over the lease term.
●	On May 23, 2025, the Company signed a memorandum of understanding (the “Matter MOU”) to acquire Matter<br>DK ApS (“Matter”) in an all share acquisition. Matter is an innovative ESG data company focused on delivering sustainability<br>data and analytics solutions to the investment industry and helping financial institutions understand and communicate the sustainability<br>of investments. Matter is based in Copenhagen, Denmark. The Matter MOU values the equity of Matter at $13 million which will be paid through<br>the issuance of the Company’s ordinary shares valued at the 60-trading day trailing VWAP (volume weighted average price) as of May<br>23, 2025, and such shares issued to Matter will subject to an 18-month lock-up period. Target executives and key employees will also receive<br>$2.5 million of Diginex shares with 50% released after 18 months following 12 months of good service and 50% after 30 months following<br>24 months of good service.
---	---
●	On May 23, 2025, the<br> Company entered into a loan agreement with Matter (the “Matter Loan Agreement”), pursuant to which the Company agreed to<br> loan Matter EUR 250,000, as follows: (1) EUR 150,000 (approximately: $175,500) within 3 business days of the signing of the Matter<br> MOU, (2) EUR 50,000 (approximately: $58,500) within 30 days following the signing of the Matter MOU, and (3) EUR 50,000<br> (approximately: $58,500) within 60 days following the signing of the Matter MOU. The loan principal shall accrue interest at a rate<br> of 5% per annum. Matter shall repay all amounts outstanding under the Matter Loan Agreement together with all accrued interest only<br> if the Company fails to acquire 100% of the share capital of Matter under permitted reasons set forth in the Matter MOU. Repayment<br> will be due 60 days after notification from the Company that they will not proceed with the acquisition of Matter.
---	---
●	On June 5, 2025, the Company signed a memorandum of understanding (the “Resulticks MOU”) for an acquisition<br>of Resulticks Global Companies Pte. Limited (“Resulticks”) for shares and cash. Resulticks is a globally recognized leader<br>in real-time, AI-driven customer engagement and data management solutions.
●	The Resulticks MOU values Resulticks at $2 billion which will be paid by the Company in three tranches: (1) $1.4<br>billion in the Company’s ordinary shares valued at $72 per share and subject to a 12-18 month lock-up. Shares will be issued at<br>closing of the transaction; (2) $100 million in cash that is payable by the Company within 90 days of the closing of the transaction;<br>and (3) an earnout of up to $500 million payable in the Company’s ordinary shares valued at $72 per share and paid in 3 independent<br>tranches subject to Resulticks attaining at least 75% of the below audited EBITDA threshold figures:

SCHEDULE

OF EBITDA THRESHOLD

	Earnout<br> Amount	Accounting<br> Period	EBITDA<br> Threshold*
a.	$166,666,666	Fiscal Year 2026	$100,000,000
b.	$166,666,667	Fiscal Year 2027	$200,000,000
c.	$166,666,667	Fiscal Year 2028	$325,000,000
*	Resulticks shall receive a pro rated portion of the Earnout<br>Amount provided Resulticks achieves between 75% and 100% of the EBITDA Threshold.
---	---
●	On June 23, 2025, the Company<br> entered into a funding agreement with Resulticks. Under the terms of this agreement, the Company has agreed to provide Resulticks<br> with funding of up to $11,000,000, to be disbursed in tranches as mutually agreed between the parties. The funding is intended to<br> be completed by 11 July 2025 and will be offset against the proposed $200 million post-acquisition funding, if the acquisition proceeds.<br> In the event that (a) the parties mutually determine not to proceed with the acquisition, or (b) the parties fail to enter into a<br> definitive agreement by July 28, 2025 (or such later date as may be mutually agreed) (each a “Deal Failure”), any amounts<br> disbursed under the funding arrangement will become repayable within 45 calendar days of a Deal Failure and will accrue interest<br> at a rate of 10% per annum, effective from the date of initial disbursement until repayment.
---	---
Furthermore, the agreement provides that if Resulticks raises capital or draws down from a debt facility prior to<br>the acquisition or a Deal Failure, the proceeds from such funding must be applied to repay any amounts disbursed by Diginex under the<br>funding arrangement.
---
Up to the date of this report, the Company has disbursed $8 million to<br>Resulticks.
●	On June 24, 2025, the Company received a<br> non-interest-bearing advance of $5<br> million from Rhino Ventures who holds IPO Warrants in the Company and a further advance of $3 million on July 4, 2025. Rhino Ventures intends to make additional advances on a<br> piecemeal basis through to late-July 2025, with the total amount to be applied toward the exercise of certain tranches of IPO<br> Warrants into ordinary shares of the Company.
---	---
●	On July 1, 2025, the Board of Directors<br>approved a forward stock split of its authorized issued and unissued shares such that the authorized share capital of the Company shall<br>be changed to US$50,000 divided into 7,680,000,000 ordinary shares of par value $0.00000625 each and 320,000,000 preferred shares of par<br>value $0.00000625 each. The forward stock split is subject to shareholders approval and will be voted on at an extraordinary general meeting<br>(EGM) to be held on July 29, 2025.

| F-47 |

| --- |

Exhibit1.1

Companies Act (Revised)

Company Limited by Shares

Diginex Limited

AMENDED AND RESTATED

memorandum of association

(Adopted by special resolution passed on 22 October 2024 and

conditional upon and with effect from 22 January 2025)

| 1 |

| --- |

Companies Act (Revised)

Company Limited by Shares

Amended and Restated

Memorandum of Association

Diginex Limited

(Adopted by special resolution passed on 22 October 2024 and

conditional upon and with effect from 22 January 2025)

1	The<br> name of the Company is Diginex Limited.
2	The<br> Company’s registered office will be situated at the office of Ogier Global (Cayman)<br> Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other<br> place in the Cayman Islands as the directors may at any time decide.
---	---
3	The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act<br> (Revised), the Company has full power and authority to carry out any object not prohibited<br> by any law of the Cayman Islands.
---	---
4	The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided<br> by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising<br> all the functions of a natural person of full capacity irrespective of any question of corporate<br> benefit.
---	---
5	Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses<br> without being duly licensed, namely:
---	---
(a)	the<br> business of a bank or trust company without being licensed in that behalf under the Banks<br> and Trust Companies Act (Revised); or
---	---
(b)	insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent<br> or broker without being licensed in that behalf under the Insurance Act (Revised);or
---	---
(c)	the<br> business of company management without being licensed in that behalf under the Companies<br> Management Act (Revised).
---	---
6	Unless<br> licensed to do so, the Company will not trade in the Cayman Islands with any person, firm<br> or corporation except in furtherance of its business carried on outside the Cayman Islands.<br> Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise<br> in the Cayman Islands any of its powers necessary for the carrying on of its business outside<br> the Cayman Islands.
---	---

| 2 |

| --- | | 7 | The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares. | | --- | --- | | 8 | The share capital of the Company is USD50,000 divided into 960,000,000 Ordinary Shares of USD0.00005 par value each and 40,000,000 Preferred Shares of USD0.00005 par value each. However, subject to the Companies Act (Revised) and the Company’s articles of association, the Company has power to do any one or more of the following: | | --- | --- | | (a) | to redeem or repurchase any of its shares; | | --- | --- | | (b) | to increase or reduce its capital; | | --- | --- | | (c) | to issue any part of its capital (whether original, redeemed, increased or reduced): | | --- | --- | | (i) | with or without any preferential, deferred, qualified or special rights, privileges or conditions; or | | --- | --- | | (ii) | subject to any limitations or restrictions | | --- | --- |

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

(d)	to<br> alter any of those rights, privileges, conditions, limitations or restrictions.
9	The<br> Company has power to register by way of continuation as a body corporate limited by shares<br> under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the<br> Cayman Islands.
---	---

| 3 |

| --- |

Companies Act (Revised)

Company Limited By Shares

DiginexLimited

AMENDED AND RESTATED

articles of association

(Adopted by special resolution passed on 22 October 2024 and

conditional upon and with effect from 22 January 2025)

Contents

1	Definitions,<br> interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion<br> of Table A Articles		5
2	Shares	6
Power<br> to issue Shares and options, with or without special rights		6
Power<br> to issue fractions of a Share		6
Power<br> to pay commissions and brokerage fees		6
Trusts<br> not recognized		7
Security<br> interests		7
Power<br> to vary class rights		7
Effect<br> of new Share issue on existing class rights		8
No<br> bearer Shares or warrants		8
Treasury<br> Shares		8
Rights<br> attaching to Treasury Shares and related matters		8
Register<br> of Members		9
Rights<br> of Preferred Shares		9
Annual<br> Return		10
3	Share<br> certificates	11
Issue<br> of share certificates		11
Renewal<br> of lost or damaged share certificates		11
4	Lien on Shares	12
Nature<br> and scope of lien		12
Company<br> may sell Shares to satisfy lien		12
Authority<br> to execute instrument of transfer		13
Consequences<br> of sale of Shares to satisfy lien		13
Application<br> of proceeds of sale		13
5	Calls<br> on Shares and forfeiture	14
Power<br> to make calls and effect of calls		14
Time<br> when call made		14
Liability<br> of joint holders		14
Interest<br> on unpaid calls		14
Deemed<br> calls		15
Power<br> to accept early payment		15
Power<br> to make different arrangements at time of issue of Shares		15
Notice<br> of default		15
Forfeiture<br> or surrender of Shares		15
Disposal<br> of forfeited or surrendered Share and power to cancel forfeiture or surrender		16
Effect<br> of forfeiture or surrender on former Member		16
Evidence<br> of forfeiture or surrender		16
Sale<br> of forfeited or surrendered Shares		17
6	Transfer<br> of Shares	17
---	---	---
Form<br> of Transfer		17
Power<br> to refuse registration for Shares not listed on a Designated Stock Exchange		17
Suspension<br> of transfers		18
Company<br> may retain instrument of transfer		18
Notice<br> of refusal to register		18
7	Transmission<br> of Shares	18
Persons<br> entitled on death of a Member		18
Registration<br> of transfer of a Share following death or bankruptcy		19
Indemnity		19
Rights<br> of person entitled to a Share following death or bankruptcy		20
8	Alteration<br> of capital	20
Increasing,<br> consolidating, converting, dividing and cancelling share capital		20
Dealing<br> with fractions resulting from consolidation of Shares		20
Reducing<br> share capital		21
9	Redemption and purchase of own Shares	21
Power<br> to issue redeemable Shares and to purchase own Shares		21
Power<br> to pay for redemption or purchase in cash or in specie		22
Effect<br> of redemption or purchase of a Share		22
10	Meetings of Members	22
Annual<br> and extraordinary general meetings		22
Power<br> to call meetings		23
Content<br> of notice		24
Period<br> of notice		24
Persons<br> entitled to receive notice		24
Accidental<br> omission to give notice or non-receipt of notice		25
11	Proceedings at meetings of Members	25
Quorum		25
Lack<br> of quorum		26
Chairman		26
Right<br> of a Director to attend and speak		26
Accommodation<br> of Members at Virtual Meeting		26
Security		27
Adjournment,<br> postponement and cancellation		27
Method<br> of voting		27
Taking<br> of a poll		27
Chairman’s<br> casting vote		28
Written<br> resolutions		28
Sole-Member<br> Company		30
12	Voting<br> rights of Members	30
Right<br> to vote		30
Rights<br> of joint holders		30
Representation<br> of corporate Members		30
Member<br> with mental disorder		31
Objections<br> to admissibility of votes		31
Form<br> of proxy		31
How<br> and when proxy is to be delivered		32
Voting<br> by proxy		33
13	Number<br> of Directors	34
---	---	---
14	Appointment,<br> disqualification and removal of Directors	34
First<br> Directors		34
No<br> age limit		34
Corporate<br> Directors		34
No<br> shareholding qualification		34
Appointment<br> of Directors		34
Board’s<br> power to appoint Directors		35
Removal<br> of Directors		35
Resignation<br> of Directors		35
Termination<br> of the office of Director		35
15	Alternate<br> Directors	36
Appointment<br> and removal		36
Notices		37
Rights<br> of alternate Director		37
Appointment<br> ceases when the appointor ceases to be a Director		37
Status<br> of alternate Director		38
Status<br> of the Director making the appointment		38
16	Powers<br> of Directors	38
Powers<br> of Directors		38
Directors<br> below the minimum number		38
Appointments<br> to office		39
Provisions<br> for employees		39
Exercise<br> of voting rights		40
Remuneration		40
Disclosure<br> of information		40
17	Delegation<br> of powers	41
Power<br> to delegate any of the Directors’ powers to a committee		41
Local<br> boards		41
Power<br> to appoint an agent of the Company		42
Power<br> to appoint an attorney or authorised signatory of the Company		42
Borrowing<br> Powers		43
Corporate<br> Governance		43
18	Meetings<br> of Directors	43
Regulation<br> of Directors’ meetings		43
Calling<br> meetings		43
Notice<br> of meetings		43
Use<br> of technology		44
Quorum		44
Chairman<br> or deputy to preside		44
Voting		44
Recording<br> of dissent		44
Written<br> resolutions		45
Validity<br> of acts of Directors in spite of formal defect		45
19	Permissible<br> Directors’ interests and disclosure	45
---	---	---
20	Minutes	46
21	Accounts<br> and audit	46
Auditors		46
22	Record<br> dates	47
23	Dividends	47
Source<br> of dividends		47
Declaration<br> of dividends by Members		47
Payment<br> of interim dividends and declaration of final dividends by Directors		48
Apportionment<br> of dividends		48
Right<br> of set off		49
Power<br> to pay other than in cash		49
How<br> payments may be made		49
Dividends<br> or other monies not to bear interest in absence of special rights		50
Dividends<br> unable to be paid or unclaimed		50
24	Capitalisation<br> of profits	50
Capitalisation<br> of profits or of any share premium account or capital redemption reserve;		50
Applying<br> an amount for the benefit of Members		51
25	Share<br> Premium Account	51
Directors<br> to maintain share premium account		51
Debits<br> to share premium account		51
26	Seal	52
Company<br> seal		52
Duplicate<br> seal		52
When<br> and how seal is to be used		52
If<br> no seal is adopted or used		52
Power<br> to allow non-manual signatures and facsimile printing of seal		52
Validity<br> of execution		53
27	Indemnity	53
Release		54
Insurance		54
28	Notices	54
Form<br> of notices		54
Electronic<br> communications		55
Persons<br> entitled to notices		56
Persons<br> authorised to give notices		56
Delivery<br> of written notices		56
Joint<br> holders		56
Signatures		56
Giving<br> notice to a deceased or bankrupt Member		57
Date<br> of giving notices		57
Saving<br> provision		58
29	Authentication<br> of Electronic Records	58
Application<br> of Articles		58
Authentication<br> of documents sent by Members by Electronic means		58
Authentication<br> of document sent by the Secretary or Officers of the Company by Electronic means		59
Manner<br> of signing		59
Saving<br> provision		59
30	Transfer<br> by way of continuation	60
31	Winding<br> up	60
Distribution<br> of assets in specie		60
No<br> obligation to accept liability		61
32	Amendment<br> of Memorandum and Articles	61
Power<br> to change name or amend Memorandum		61
Power<br> to amend these Articles		61

Companies Act (Revised)

Company Limited by Shares

Amended and Restated Articles of Association

DiginexLimited

(Adopted by special resolution passed on 22 October 2024 and conditional upon and with effect from 22 January 2025)

1	Definitions, interpretation and exclusion of Table A

Definitions

1.1	In<br> these Articles, the following definitions apply:

Actmeans the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Articlesmeans, as appropriate:

(a)	these<br> articles of association as amended from time to time: or
(b)	two<br> or more particular articles of these Articles;
---	---

and Article refers to a particular article of these Articles;

Auditorsmeans the auditor or auditors for the time being of the Company;

Boardmeans the board of Directors from time to time;

BusinessDay means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

CaymanIslands means the British Overseas Territory of the Cayman Islands;

ClearDays, in relation to a period of notice, means that period of calendar days excluding:

(a)	the<br> calendar day when the notice is given or deemed to be given; and

| 1 |

| --- | | (b) | the calendar day for which it is given or on which it is to take effect; | | --- | --- |

Commissionmeans Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Companymeans the above-named company;

DefaultRate means ten per cent per annum;

DesignatedStock Exchanges means Nasdaq Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;

DesignatedStock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchanges;

Directorsmeans the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronichas the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicCommunication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

FullyPaid Up means:

(a)	in<br> relation to a Share with par value, means that the par value for that Share and any premium<br> payable in respect of the issue of that Share, has been fully paid or credited as paid in<br> money or money’s worth; and

| 2 |

| --- | | (b) | in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth; | | --- | --- |

GeneralMeeting means a general meeting of the Company duly constituted in accordance with the Articles;

IndependentDirector means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

Membermeans any person or persons entered on the register of Members from time to time as the holder of a Share;

Memorandummeans the memorandum of association of the Company as amended from time to time;

monthmeans a calendar month;

Officermeans a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

OrdinaryResolution means a resolution of passed by a simple majority of the votes by Members who (being entitled to do so) vote in person or by proxy, or in the case of corporations, by their duly authorised representatives, at a General Meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.14;

OrdinaryShare means an ordinary share in the capital of the Company, having the rights set out in these Articles;

PartlyPaid Up means:

(a)	in<br> relation to a Share with par value, that the par value for that Share and any premium payable<br> in respect of the issue of that Share, has not been fully paid or credited as paid in money<br> or money’s worth; and
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has<br> not been fully paid or credited as paid in money or money’s worth;
---	---

PreferredShare means a preferred share in the capital of the Company, having the rights set out in these Articles;

Secretarymeans a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

| 3 |

| --- |

Sharemeans a share in the share capital of the Company and the expression:

(a)	includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b)	where<br> the context permits, also includes a fraction of a Share;
---	---

SpecialResolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes by Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting;

TreasuryShares means Shares held in treasury pursuant to the Act and Article 2.13;

U.S.Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and

VirtualMeeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate by means of Electronic Communication Facilities.

Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise<br> requires:
(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Cayman Islands<br> as known by its short title, and includes:
---	---
(i)	any<br> statutory modification, amendment or re-enactment; and
---	---
(ii)	any<br> subordinate legislation or regulations issued under that statute.
---	---

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b)	Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles,<br> unless there is ambiguity.

| 4 |

| --- | | (c) | If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day. | | --- | --- | | (d) | A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders. | | --- | --- | | (e) | A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency. | | --- | --- | | (f) | Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning. | | --- | --- | | (g) | All references to time are to be calculated by reference to time in the place where the Company’s registered office is located. | | --- | --- | | (h) | The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied. | | --- | --- | | (i) | The words including, include and in particular or any similar expression are to be construed without limitation. | | --- | --- | | (j) | The term “present” means, in respect of any person attending a meeting, such person’s presence at a general meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied by means of such person or, if a corporation or other non-natural person, its duly authorized representative (or, in the case of any Member, a proxy which has been validly appointed by such Member in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Electronic Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Electronic Communication Facilities. | | --- | --- | | 1.3 | The headings in these Articles are intended for convenience only and shall not affect the interpretation of these Articles. | | --- | --- |

Exclusion of Table A Articles

1.4	The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations<br> contained in any statute or subordinate legislation are expressly excluded and do not apply<br> to the Company.

| 5 |

| --- |

2	Shares

Power to issue Shares and options, with or without special rights

2.1	Subject<br> to the provisions of the Act and these Articles about the redemption and purchase of the<br> Shares (and to any direction that may be given by the Company in General Meeting) and, where<br> applicable, the rules and regulations of the Designated Stock Exchange, the Commission and/or<br> any other competent regulatory authority or otherwise under applicable law, the Directors<br> have general and unconditional authority to allot (with or without confirming rights of renunciation),<br> issue, grant options over or otherwise deal with any unissued Shares to such persons, at<br> such times and on such terms and conditions as they may decide. No Share may be issued at<br> a discount except in accordance with the provisions of the Act.
2.2	Without<br> limitation to the preceding Article, the Directors may so deal with the unissued Shares:
---	---
(a)	either<br> at a premium or at par; or
---	---
(b)	with<br> or without preferred, deferred or other special rights or restrictions, whether in regard<br> to dividend, voting, return of capital or otherwise.
---	---
2.3	Without<br> limitation to the two preceding Articles,
---	---
(a)	the<br> Company may issue rights, options, warrants or convertible securities or securities of similar<br> nature conferring the right upon the holders thereof to subscribe for, purchase or receive<br> any class of Shares or other securities in the Company at such times and on such terms and<br> conditions as the Directors may decide; and
---	---
(b)	the<br> Directors may refuse to accept any application for Shares, and may accept any application<br> in whole or in part, for any reason or for no reason.
---	---

Power to issue fractions of a Share

2.4	Subject<br> to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share<br> shall be subject to and carry the corresponding fraction of liabilities (whether with respect<br> to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,<br> rights and other attributes of a Share of that class of Shares.

Power to pay commissions and brokerage fees

2.5	The<br> Company may pay a commission to any person in consideration of that person:
(a)	subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
---	---

| 6 |

| --- | | (b) | procuring or agreeing to procure subscriptions, whether absolute or conditional, | | --- | --- |

for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

2.6	The<br> Company may employ a broker in the issue of its capital and pay him any proper commission<br> or brokerage.

Trusts not recognised

2.7	Except<br> as required by the Act:
(a)	no<br> person shall be recognised by the Company as holding any Share on any trust; and
---	---
(b)	no<br> person other than the Member shall be recognised by the Company as having any right in a<br> Share.
---	---

Security interests

2.8	Notwithstanding<br> the preceding Article, the Company may (but shall not be obliged to) recognise a security<br> interest of which it has actual notice over shares. The Company shall not be treated as having<br> recognised any such security interest unless it has so agreed in writing with the secured<br> party.

Power to vary class rights

2.9	If<br> the share capital is divided into different classes of Shares then, unless the terms on which<br> a class of Shares was issued state otherwise, the rights attaching to a class of Shares may<br> only be varied if one of the following applies:
(a)	the<br> Members holding not less than two-thirds of the issued Shares of that class consent in writing<br> to the variation; or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general<br> meeting of the Members holding the issued Shares of that class.
---	---

For the purpose of Article 2.9(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class.

| 7 |

| --- | | 2.10 | For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such classes of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares. | | --- | --- |

Effect of new Share issue on existing class rights

2.11

Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class. The rights attached to, or otherwise conferred upon the holders of, the Shares of any class shall not be deemed to be materially adversely varied by the creation or issue of Preferred Shares with preferred or other rights prescribed according to Article 2.20 including, without limitation, the creation of Shares with enhanced or weighted voting rights

No bearer Shares or warrants

2.12	The<br> Company shall not issue Shares or warrants to bearers.

Treasury Shares

2.13	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the<br> Act shall be held as Treasury Shares and not treated as cancelled if:
(a)	the<br> Directors so determine prior to the purchase, redemption or surrender of those shares; and
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(b)	the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
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Rights attaching to Treasury Shares and related matters

2.14	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise)<br> of the Company’s assets (including any distribution of assets to Members on a winding<br> up) may be made to the Company in respect of a Treasury Share.
2.15	The<br> Company shall be entered in the register of Members as the holder of the Treasury Shares.<br> However:
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(a)	the<br> Company shall not be treated as a Member for any purpose and shall not exercise any right<br> in respect of the Treasury Shares, and any purported exercise of such a right shall be void;<br> and
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| --- | | (b) | a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act. | | --- | --- | | 2.16 | Nothing in Article 2.15 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. | | --- | --- | | 2.17 | Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the Directors determine. | | --- | --- |

2.18

The Directors shall keep or cause to be kept a register of Members as required by the Act and may cause the Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and updated within such number of days of any amendment having been made to such branch register as may be required by the Act.

2.19

The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Members may be maintained in accordance with section 40B of the Act.

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Rights of Preferred Shares

2.20	Before<br> any Preferred Shares of any series are issued, the Directors shall fix, by resolution or<br> resolutions, the following provisions of such series:
(a)	the<br> designation of such series and the number of Preferred Shares to constitute such series;
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(b)	whether<br> the shares of such series shall have voting rights, in addition to any voting rights provided<br> by Law, and, if so, the terms of such voting rights, which may be general or limited;
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(c)	the<br> dividends, if any, payable on such series, whether any such dividends shall be cumulative,<br> and, if so, from what dates, the conditions and dates upon which such dividends shall be<br> payable, the preference or relation which such dividends shall bear to the dividends payable<br> on any Shares of any other class of Shares or any other series of Preferred Shares;
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| --- | | (d) | whether the Preferred Shares or such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption; | | --- | --- | | (e) | the amount or amounts payable upon Preferred Shares of such series upon, and the rights of the holders of such series in, a voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Company; | | --- | --- | | (f) | whether the Preferred Shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the Preferred Shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation of the retirement or sinking fund; | | --- | --- | | (g) | whether the Preferred Shares of such series shall be convertible into, or exchangeable for, Shares of any other class of Shares or any other series of Preferred Shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; | | --- | --- | | (h) | the limitations and restrictions, if any, to be effective while any Preferred Shares or such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing Shares or Shares of any other class of Shares or any other series of Preferred Shares; | | --- | --- | | (i) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional Shares, including additional shares of such series or of any other class of Shares or any other series of Preferred Shares; and | | --- | --- | | (j) | any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions of any other class of Shares or any other series of Preferred Shares. | | --- | --- |

Annual Return

2.21	The<br> Directors in each calendar year shall prepare or cause to be prepared an annual return and<br> declaration setting forth the particulars required by the Act and shall deliver a copy thereof<br> to the registrar of companies for the Cayman Islands.

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Issue of share certificates

3.1	A<br> Member shall only be entitled to a share certificate if the Directors resolve that share<br> certificates shall be issued. Share certificates representing Shares, if any, shall be in<br> such form as the Directors may determine. If the Directors resolve that share certificates<br> shall be issued, upon being entered in the register of Members as the holder of a Share,<br> the Directors may issue to any Member:
(a)	without<br> payment, one certificate for all the Shares of each class held by that Member (and, upon<br> transferring a part of the Member’s holding of Shares of any class, to a certificate<br> for the balance of that holding); and
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(b)	upon<br> payment of such reasonable sum as the Directors may determine for every certificate after<br> the first, several certificates each for one or more of that Member’s Shares.
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3.2	Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares<br> to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may<br> be executed under seal or executed in such other manner as the Directors determine.
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3.3	Every<br> certificate shall bear legends required under the applicable laws, including the U.S. Securities<br> Act (to the extent applicable).
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3.4	The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by<br> several persons and delivery of a certificate for a Share to one joint holder shall be a<br> sufficient delivery to all of them.
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Renewal of lost or damaged share certificates

3.5	If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms<br> (if any) as to:
(a)	evidence;
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(b)	indemnity;
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(c)	payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
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(d)	payment<br> of a reasonable fee, if any for issuing a replacement share certificate,
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as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

4	Lien on Shares

Nature and scope of lien

4.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered<br> in the name of a Member (whether solely or jointly with others). The lien is for all monies<br> payable to the Company by the Member or the Member’s estate:
(a)	either<br> alone or jointly with any other person, whether or not that other person is a Member; and
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(b)	whether<br> or not those monies are presently payable.
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4.2	At<br> any time the Board may declare any Share to be wholly or partly exempt from the provisions<br> of this Article.
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Company may sell Shares to satisfy lien

4.3	The<br> Company may sell any Shares over which it has a lien if all of the following conditions are<br> met:

(a)	the<br> sum in respect of which the lien exists is presently payable;
(b)	the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in<br> consequence of the death or bankruptcy of that Member) demanding payment and stating that<br> if the notice is not complied with the Shares may be sold; and
---	---
(c)	that<br> sum is not paid within fourteen (14) Clear Days after that notice is deemed to be given under<br> these Articles,
---	---

and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

4.4	The<br> Lien Default Shares may be sold in such manner as the Board determines.
4.5	To<br> the maximum extent permitted by law, the Directors shall incur no personal liability to the<br> Member concerned in respect of the sale.
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Authority to execute instrument of transfer

4.6	To<br> give effect to a sale, the Directors may authorise any person to execute an instrument of<br> transfer of the Lien Default Shares sold to, or in accordance with the directions of, the<br> purchaser.
4.7	The<br> title of the transferee of the Lien Default Shares shall not be affected by any irregularity<br> or invalidity in the proceedings in respect of the sale.
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Consequences of sale of Shares to satisfy lien

4.8	On<br> a sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Lien Default Shares; and
---	---
(b)	that<br> person shall deliver to the Company for cancellation the certificate (if any) for those Lien<br> Default Shares.
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4.9	Notwithstanding<br> the provisions of Article 4.8, such person shall remain liable to the Company for all monies<br> which, at the date of sale, were presently payable by him to the Company in respect of those<br> Lien Default Shares. That person shall also be liable to pay interest on those monies from<br> the date of sale until payment at the rate at which interest was payable before that sale<br> or, failing that, at the Default Rate. The Board may waive payment wholly or in part or enforce<br> payment without any allowance for the value of the Lien Default Shares at the time of sale<br> or for any consideration received on their disposal.
---	---

Application of proceeds of sale

4.10	The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much<br> of the sum for which the lien exists as is presently payable. Any residue shall be paid to<br> the person whose Lien Default Shares have been sold:
(a)	if<br> no certificate for the Lien Default Shares was issued, at the date of the sale; or
---	---
(b)	if<br> a certificate for the Lien Default Shares was issued, upon surrender to the Company of that<br> certificate for cancellation
---	---

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.

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Power to make calls and effect of calls

5.1	Subject<br> to the terms of allotment, the Board may make calls on the Members in respect of any monies<br> unpaid on their Shares including any premium. The call may provide for payment to be by instalments.<br> Subject to receiving at least 14 Clear Days’ notice specifying when and where payment<br> is to be made, each Member shall pay to the Company the amount called on his Shares as required<br> by the notice.
5.2	Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or<br> in part and payment of a call may be postponed in whole or in part. Where a call is to be<br> paid in instalments, the Company may revoke the call in respect of all or any remaining instalments<br> in whole or in part and may postpone payment of all or any of the remaining instalments in<br> whole or in part.
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5.3	A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent<br> transfer of the Shares in respect of which the call was made. He shall not be liable for<br> calls made after he is no longer registered as Member in respect of those Shares.
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Time when call made

5.4	A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorising<br> the call was passed.

Liability of joint holders

5.5	Members<br> registered as the joint holders of a Share shall be jointly and severally liable to pay all<br> calls in respect of the Share.

Interest on unpaid calls

5.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due<br> and payable shall pay interest on the amount unpaid from the day it became due and payable<br> until it is paid:
(a)	at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
---	---
(b)	if<br> no rate is fixed, at the Default Rate.
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The Directors may waive payment of the interest wholly or in part.

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Deemed calls

5.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,<br> shall be deemed to be payable as a call. If the amount is not paid when due the provisions<br> of these Articles shall apply as if the amount had become due and payable by virtue of a<br> call.

Power to accept early payment

5.8	The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares<br> held by him although no part of that amount has been called up.

Power to make different arrangements at time of issue of Shares

5.9	Subject<br> to the terms of allotment, the Directors may make arrangements on the issue of Shares to<br> distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

5.10	If<br> a call remains unpaid after it has become due and payable the Directors may give to the person<br> from whom it is due not less than 14 Clear Days’ notice requiring payment of:
(a)	the<br> amount unpaid;
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(b)	any<br> interest which may have accrued; and
---	---
(c)	any<br> expenses which have been incurred by the Company due to that person’s default.
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5.11	The<br> notice shall state the following:
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(a)	the<br> place where payment is to be made; and
---	---
(b)	a<br> warning that if the notice is not complied with the Shares in respect of which the call is<br> made will be liable to be forfeited.
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Forfeiture or surrender of Shares

5.12

If the notice given pursuant to Article 5.10 is not complied with, the Directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the Board may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

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Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to the transferee. The Directors may accept the surrender for no consideration of any Share in accordance with the Act.

Effect of forfeiture or surrender on former Member

5.14	On<br> forfeiture or surrender:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder<br> of those Shares and that person shall cease to be a Member in respect of those Shares; and
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(b)	that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited<br> or surrendered Shares.
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5.15	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company<br> for all monies which at the date of forfeiture or surrender were presently payable by him<br> to the Company in respect of those Shares together with:
---	---
(a)	all<br> expenses; and
---	---
(b)	interest<br> from the date of forfeiture or surrender until payment:
---	---
(i)	at<br> the rate of which interest was payable on those monies before forfeiture; or
---	---
(ii)	if<br> no interest was so payable, at the Default Rate.
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The Directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

5.16	A<br> declaration, whether statutory or under oath, made by a Director or the Secretary shall be<br> conclusive evidence of the following matters stated in it as against all persons claiming<br> to be entitled to forfeited Shares:
(a)	that<br> the person making the declaration is a Director or Secretary of the Company, and
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| --- | | (b) | that the particular Shares have been forfeited or surrendered on a particular date. | | --- | --- |

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

5.17	Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to<br> see to the application of the consideration, if any, of those Shares nor shall his title<br> to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect<br> of, the forfeiture, surrender or disposal of those Shares.
6	Transfer of Shares
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Form of Transfer

6.1	Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies<br> with applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares<br> to another person by completing an instrument of transfer in a common form or in a form prescribed<br> by the Designated Stock Exchange (if such Shares are listed on the Designated Stock Exchange)<br> or in any other form approved by the Directors, executed:
(a)	where<br> the Shares are Fully Paid, by or on behalf of that Member; and
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(b)	where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
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Power to refuse registration for Shares not listed on a Designated Stock Exchange

6.2	Where<br> the Shares of any class in question are not listed on or subject to the rules of any Designated<br> Stock Exchange, the Directors may in their absolute discretion decline to register any transfer<br> of such Shares which are not Fully Paid Up or on which the Company has a lien. The Directors<br> may also, but are not required to, decline to register any transfer of any such Share, unless:
(a)	the<br> instrument of transfer is lodged with the Company, accompanied by the certificate (if any)<br> for the Shares to which it relates and such other evidence as the Board may reasonably require<br> to show the right of the transferor to make the transfer;
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(b)	the<br> instrument of transfer is in respect of only one class of Shares;
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| --- | | (c) | the instrument of transfer is properly stamped, if required; | | --- | --- | | (d) | in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; | | --- | --- | | (e) | the Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and | | --- | --- | | (f) | any applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be payable, or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company. | | --- | --- |

Suspension of transfers

6.3

The registration of transfers may, on fourteen (14) Clear Days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the register of Members closed for more than 30 Clear Days in any year.

Company may retain instrument of transfer

6.4	All<br> instruments of transfer that are registered shall be retained by the Company.

Notice of refusal to register

6.5	If<br> the Directors refuse to register a transfer of any Shares of any class not listed on a Designated<br> Stock Exchange, they shall within one (1) month after the date on which the instrument of<br> transfer was lodged with the Company send to each of the transferor and the transferee notice<br> of the refusal.
6.6	The<br> transferor shall be deemed to remain the holder of a Share until the name of the transferee<br> is entered into the Register of Members.
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7	Transmission of Shares
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Persons entitled on death of a Member

7.1	If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased<br> Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
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| --- | | (b) | where the deceased Member was a sole holder, that Member’s personal representative or representatives. | | --- | --- | | 7.2 | Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder. | | --- | --- |

Registration of transfer of a Share following death or bankruptcy

7.3	A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member<br> may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
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(b)	to<br> transfer the Share to another person.
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7.4	That<br> person must produce such evidence of his entitlement as the Directors may properly require.
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7.5	If<br> the person elects to become the holder of the Share, he must give notice to the Company to<br> that effect. For the purposes of these Articles, that notice shall be treated as though it<br> were an executed instrument of transfer.
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7.6	If<br> the person elects to transfer the Share to another person then:
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(a)	if<br> the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and
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(b)	if<br> the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument<br> of transfer.
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7.7	All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,<br> the instrument of transfer.
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Indemnity

7.8	A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall<br> indemnify the Company and the Directors against any loss or damage suffered by the Company<br> or the Directors as a result of that registration.

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Rights of person entitled to a Share following death or bankruptcy

7.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares.

Alteration of capital

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Increasing, consolidating, converting, dividing and cancelling share capital

8.1	To<br> the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of<br> the following and amend its Memorandum for that purpose:
(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with<br> the attached rights, priorities and privileges set out in that Ordinary Resolution;
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(b)	consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing<br> Shares;
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(c)	convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares<br> of any denomination;
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(d)	sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,<br> so, however, that in the sub-division, the proportion between the amount paid and the amount,<br> if any, unpaid on each reduced Share shall be the same as it was in case of the Share from<br> which the reduced Share is derived; and
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(e)	cancel<br> Shares which, at the date of the passing of that Ordinary Resolution, have not been taken<br> or agreed to be taken by any person, and diminish the amount of its share capital by the<br> amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish<br> the number of Shares into which its capital is divided.
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Dealing with fractions resulting from consolidation of Shares

8.2	Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions<br> of a Share the Directors may on behalf of those Members deal with the fractions as it thinks<br> fit, including (without limitation):
(a)	either<br> round up or down the fraction to the nearest whole number, such rounding to be determined<br> by the Directors acting in their sole discretion;
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| --- | | (b) | sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company); or | | --- | --- | | (c) | distribute the net proceeds in due proportion among those Members. | | --- | --- | | 8.3 | For the purposes of Article 8.2, the Directors may authorise some person to execute an instrument of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale. | | --- | --- |

Reducing share capital

8.4	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may, by Special Resolution, reduce its share capital in any<br> way.
9	Redemption and purchase of own Shares
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Power to issue redeemable Shares and to purchase own Shares

9.1	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular<br> class of Shares, the Company may by its Directors:
(a)	issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or<br> the Member holding those redeemable Shares, on the terms and in the manner its Directors<br> determine before the issue of those Shares;
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(b)	with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary<br> the rights attaching to that class of Shares so as to provide that those Shares are to be<br> redeemed or are liable to be redeemed at the option of the Company on the terms and in the<br> manner which the Directors determine at the time of such variation; and
---	---
(c)	purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and<br> in the manner which the Directors determine at the time of such purchase.
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The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

9.2	When<br> making a payment in respect of the redemption or purchase of Shares, the Directors may make<br> the payment in cash or in specie (or partly in one and partly in the other) if so<br> authorised by the terms of the allotment of those Shares or by the terms applying to those<br> Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding<br> those Shares.

Effect of redemption or purchase of a Share

9.3	Upon<br> the date of redemption or purchase of a Share:
(a)	the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share<br> other than the right to receive:
---	---
(i)	the<br> price for the Share; and
---	---
(ii)	any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
---	---
(b)	the<br> Member’s name shall be removed from the register of Members with respect to the Share;<br> and
---	---
(c)	the<br> Share shall be cancelled or held as a Treasury Share, as the Directors may determine.
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9.4	For<br> the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s<br> name is removed from the register of Members with respect to the Shares the subject of the<br> redemption or purchase.
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10	Meetings of Members
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Annual and extraordinary general meetings

10.1	The<br> Company may, but shall not (unless required by the applicable Designated Stock Exchange Rules)<br> be obligated to, in each year hold a general meeting as an annual general meeting, which,<br> if held, shall be convened by the Board, in accordance with these Articles.

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| --- | | 10.2 | All general meetings other than annual general meetings shall be called extraordinary general meetings. | | --- | --- |

Power to call meetings

10.3	The<br> Directors may call a general meeting at any time.
10.4	If<br> there are insufficient Directors to constitute a quorum and the remaining Directors are unable<br> to agree on the appointment of additional Directors, the Directors must call a general meeting<br> for the purpose of appointing additional Directors.
---	---
10.5	The<br> Directors must also call a general meeting if requisitioned in the manner set out in the<br> next two Articles.
---	---
10.6	The<br> requisition must be in writing and given by one or more Members who together hold at least<br> ten (10) per cent of the rights to vote at such general meeting.
---	---
10.7	The<br> requisition must also:
---	---
(a)	specify<br> the purpose of the meeting.
---	---
(b)	be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall<br> be obliged to sign). The requisition may consist of several documents in like form signed<br> by one or more of the requisitioners; and
---	---
(c)	be<br> delivered in accordance with the notice provisions.
---	---
10.8	Should<br> the Directors fail to call a general meeting within 21 Clear Days’ from the date of<br> receipt of a requisition, the requisitioners or any of them may call a general meeting within<br> three months after the end of that period.
---	---
10.9	Without<br> limitation to the foregoing, if there are insufficient Directors to constitute a quorum and<br> the remaining Directors are unable to agree on the appointment of additional Directors, any<br> one or more Members who together hold at least five (5) per cent of the rights to vote at<br> a general meeting may call a general meeting for the purpose of considering the business<br> specified in the notice of meeting which shall include as an item of business the appointment<br> of additional Directors.
---	---
10.10	If<br> the Members call a meeting under the above provisions, the Company shall reimburse their<br> reasonable expenses.
---	---

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| --- |

Content of notice

10.11	Notice<br> of a general meeting shall specify each of the following:
(a)	the<br> place, the date and the hour of the meeting;
---	---
(b)	whether<br> the meeting will be held virtually, at a physical place or both;
---	---
(c)	if<br> the meeting is to be held in any part at a physical place, the address of such place;
---	---
(d)	if<br> the meeting is to be held in two or more places, or in any part virtually, the Electronic<br> Communication Facilities that will be used to facilitate the meeting, including the procedures<br> to be followed by any Member or other participant of the meeting who wishes to utilise such<br> Electronic Communication Facilities for the purposes of attending and participating in such<br> meeting;
---	---
(e)	subject<br> to paragraph (f) and the requirements of (to the extent applicable) the Designated Stock<br> Exchange Rules, the general nature of the business to be transacted; and
---	---
(f)	if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
---	---
10.12	In<br> each notice there shall appear with reasonable prominence the following statements:
---	---
(a)	that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to<br> attend and vote instead of that Member; and
---	---
(b)	that<br> a proxyholder need not be a Member.
---	---

Period of notice

10.13	At<br> least five (5) Clear Days’ notice must be given to Members for any general meeting.
10.14	Subject<br> to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent<br> of the Member or Members who, individually or collectively, hold at least ninety (90) per<br> cent of the voting rights of all those who have a right to vote at that meeting.
---	---

Persons entitled to receive notice

10.15	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice<br> shall be given to the following people:
(a)	the<br> Members;
---	---

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| --- | | (b) | persons entitled to a Share in consequence of the death or bankruptcy of a Member; | | --- | --- | | (c) | the Directors; and | | --- | --- | | (d) | the Auditors (if appointed). | | --- | --- | | 10.16 | The Board may determine that the Members entitled to receive notice of, attend and vote at a meeting are those persons entered on the register of Members at the close of business on a day determined by the Board. | | --- | --- |

Accidental omission to give notice or non-receipt of notice

10.17	Proceedings<br> at a meeting shall not be invalidated by the following:
(a)	an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
---	---
(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
---	---
10.18	In<br> addition, where a notice of meeting is published on a website proceedings at the meeting<br> shall not be invalidated merely because it is accidentally published:
---	---
(a)	in<br> a different place on the website; or
---	---
(b)	for<br> part only of the period from the date of the notification until the conclusion of the meeting<br> to which the notice relates.
---	---
11	Proceedings at meetings of Members
---	---

Quorum

11.1	Save<br> as provided in the following Article, no business shall be transacted at any meeting unless<br> a quorum is present in person or by proxy at the meeting. A quorum is as follows:
(a)	if<br> the Company has only one Member: that Member; or
---	---
(b)	if<br> the Company has more than one Member, one or more Members holding Shares that represent not<br> less than one-third of the outstanding Shares carrying the right to vote at such general<br> meeting.
---	---

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| --- |

Lack of quorum

11.2	If<br> a quorum is not present at the meeting within fifteen minutes of the time appointed for the<br> meeting, or if at any time during the meeting it becomes inquorate, then the following provisions<br> apply:
(a)	If<br> the meeting was requisitioned by Members, it shall be cancelled.
---	---
(b)	In<br> any other case, the meeting shall stand adjourned to the same time and place seven (7) days<br> hence, or to such other time or place as is determined by the Directors. If a quorum is not<br> present at the meeting within fifteen minutes of the time appointed for the adjourned meeting,<br> then the Members present in person or by proxy at the meeting shall constitute a quorum.
---	---

Chairman

11.3

The chairman of a general meeting (including any Virtual Meeting) shall be the chairman of the Board or such other Director as the Directors may determine. Absent any such person being present at the meeting within fifteen minutes of the time appointed for the meeting, the Directors present shall elect one of their number to chair the meeting. The chairman of the meeting shall be entitled to attend and participate at any such general meeting by means of Electronic Communication Facilities, and to act as the chairman of such general meeting, in which event the chairman of the meeting shall be deemed to be present at the meeting.

11.4

If no Director is present within fifteen minutes of the time appointed for the meeting, or if no Director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

---

Right of a Director to attend and speak

11.5	Even<br> if a Director is not a Member, he shall be entitled to attend and speak at any general meeting<br> and at any separate meeting of Members holding a particular class of Shares.

Accommodation of Members at Virtual Meeting

11.6	A<br> Member entitled to receive notice and attend a meeting will be deemed to be in attendance<br> at such meeting despite their attendance being virtual if adequate facilities are available<br> to ensure that the Member is able to:
(a)	to<br> participate in the business for which the meeting has been convened; and
---	---
(b)	to<br> hear all that happens at the meeting.
---	---

Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

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| --- |

Security

11.7

In addition to any measures which the Board may be required to take due to the location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions.

Adjournment, postponement and cancellation

11.8	A<br> meeting may be:
(a)	postponed<br> or cancelled prior to the meeting at the discretion of the Directors by written notice provided<br> to all persons entitled to attend the meeting, unless the meeting was requisitioned by Members<br> or otherwise called by Members pursuant to Article 10; or
---	---
(b)	adjourned,<br> with or without an appointed date for resumption, at any time during the meeting at the discretion<br> of the chairman with the consent of the Members constituting a quorum
---	---

The chairman must adjourn the meeting if so directed by the Members constituting a quorum at the meeting. No business, however, can be transacted at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting.

11.9	Should<br> a meeting be adjourned for more than seven (7) Clear Days, whether because of a lack of quorum<br> or otherwise, Members shall be given at least seven (7) Clear Days’ notice of the date,<br> time and place of the adjourned meeting and the general nature of the business to be transacted.<br> Otherwise it shall not be necessary to give any notice of the adjournment.

Method of voting

11.10	A<br> resolution put to the vote of the meeting shall be decided on a poll.

Taking of a poll

11.11

A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held as a Virtual Meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

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| --- |

Chairman’s casting vote

11.12	In<br> the case of an equality of votes, the Chairman of the meeting shall not be entitled to a<br> second or casting vote.

Written resolutions

11.13	Without<br> limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing<br> without holding a meeting if the following conditions are met:

(a)	all<br> Members entitled to vote on the resolution are given notice of the resolution as if the same<br> were being proposed at a meeting of Members;
(b)	all<br> Members entitled so to vote;
---	---
(i)	sign<br> a document; or
---	---
(ii)	sign<br> several documents in the like form each signed by one or more of those Members; and
---	---
(c)	the<br> signed document or documents is or are delivered to the Company, including, if the Company<br> so nominates, by delivery of an Electronic Record by Electronic means to the address specified<br> for that purpose.
---	---

Such written resolution shall be as effective as if it had been passed at a duly convened and held meeting of the Members entitled to vote.

11.14	Members<br> may pass an Ordinary Resolution in writing without holding a meeting if the following conditions<br> are met:
(a)	all<br> Members entitled to vote on the resolution are:
---	---
(i)	given<br> notice of the resolution as if the same were being proposed at a meeting of Members; and
---	---

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| --- | | (ii) | notified in the same or an accompanying notice of the date by which the resolution must be passed if it is not to lapse, being a period of five (5) Clear Days beginning with the date that the notice is first given; | | --- | --- | | (b) | the required majority of the Members entitled so to vote: | | --- | --- | | (i) | sign a document; or | | --- | --- | | (ii) | sign several documents in the like form each signed by one or more of those Members; and | | --- | --- | | (c) | the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose. | | --- | --- |

Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the later of these dates: (i) subject to the following Article, the date next immediately following the end of the period of five (5) Clear Days beginning with the date that notice of the resolution is first given and (ii) the date when the required majority have so signified their agreement to the resolution. However, the proposed written resolution lapses if it is not passed before the end of the period of fourteen (14) days beginning with the date that notice of it is first given.

11.15	If<br> all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution<br> may be passed as soon as the required majority have signified their agreement to the resolution,<br> without any minimum period of time having first elapsed. Save that the consent of the majority<br> may be incorporated in the written resolution, each consent shall be in writing or given<br> by Electronic Record and shall otherwise be given to the Company in accordance with Article<br> 28 (Notices) prior to the written resolution taking effect.
11.16	The<br> Directors may determine the manner in which written resolutions shall be put to Members.<br> In particular, they may provide, in the form of any written resolution, for each Member to<br> indicate, out of the number of votes the Member would have been entitled to cast at a meeting<br> to consider the resolution, how many votes he wishes to cast in favour of the resolution<br> and how many against the resolution or to be treated as abstentions. The result of any such<br> written resolution shall be determined on the same basis as on a poll.
---	---
11.17	If<br> a written resolution is described as a Special Resolution or as an Ordinary Resolution, it<br> has effect accordingly.
---	---

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| --- |

Sole-Member Company

11.18	If<br> the Company has only one Member, and the Member records in writing his decision on a question,<br> that record shall constitute both the passing of a resolution and the minute of it.
12	Voting rights of Members
---	---

Right to vote

12.1	Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has<br> not been paid, all Members are entitled to vote at a general meeting, and all Members holding<br> Shares of a particular class of Shares are entitled to vote at a meeting of the holders of<br> that class of Shares.
12.2	Members<br> may vote in person or by proxy.
---	---
12.3	On<br> a poll, a Member shall have one (1) vote for each Share he holds, unless any Share carries<br> special voting rights. A fraction of a Share shall entitle its holder to an equivalent fraction<br> of one (1) vote (or a fraction of such number of votes which such Share carries pursuant<br> to its special voting rights).
---	---
12.4	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his<br> Shares in the same way.
---	---

Rights of joint holders

12.5	If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the<br> joint holders tenders a vote, the vote of the holder whose name in respect of those Shares<br> appears first in the register of Members shall be accepted to the exclusion of the votes<br> of the other joint holder.

Representation of corporate Members

12.6	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
12.7	A<br> corporate Member wishing to act by a duly authorised representative must identify that person<br> to the Company by notice in writing.
---	---
12.8	The<br> authorisation may be for any period of time, and must be delivered to the Company before<br> the commencement of the meeting at which it is first used.
---	---

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| --- | | 12.9 | The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice. | | --- | --- | | 12.10 | Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member. | | --- | --- | | 12.11 | A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the Directors of the Company had actual notice of the revocation. | | --- | --- |

Member with mental disorder

12.12

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

12.13

For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

---

Objections to admissibility of votes

12.14	An<br> objection to the validity of a person’s vote may only be raised at the meeting or at<br> the adjourned meeting at which the vote is sought to be tendered. Any objection duly made<br> shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

12.15	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by<br> the Directors.
12.16	The<br> instrument must be in writing and signed in one of the following ways:
---	---
(a)	by<br> the Member; or
---	---
(b)	by<br> the Member’s authorised attorney; or
---	---

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| --- | | (c) | if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney. | | --- | --- |

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

12.17	The<br> Directors may require the production of any evidence which they consider necessary to determine<br> the validity of any appointment of a proxy.
12.18	A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed<br> in accordance with Article 12.16.
---	---
12.19	No<br> revocation by a Member of the appointment of a proxy made in accordance with Article 12.18<br> will affect the validity of any acts carried out by the relevant proxy before the Directors<br> of the Company had actual notice of the revocation.
---	---

How and when proxy is to be delivered

12.20	Subject<br> to the following Articles, the Directors may, in the notice convening any meeting or adjourned<br> meeting, or in an instrument of proxy sent out by the Company, specify the manner by which<br> the instrument appointing a proxy shall be deposited and the place and the time (being not<br> later than the time appointed for the commencement of the meeting or adjourned meeting to<br> which the proxy relates) at which the instrument appointing a proxy shall be deposited. In<br> the absence of any such direction from the Directors in the notice convening any meeting<br> or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment<br> of a proxy and any authority under which it is signed (or a copy of the authority certified<br> notarially or in any other way approved by the Directors) must be delivered so that it is<br> received by the Company before the time for holding the meeting or adjourned meeting at which<br> the person named in the form of appointment of proxy proposes to vote. They must be delivered<br> in either of the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
---	---
(i)	to<br> the registered office of the Company; or
---	---
(ii)	to<br> such other place specified in the notice convening the meeting or in any form of appointment<br> of proxy sent out by the Company in relation to the meeting.
---	---
(b)	If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic<br> Record, an Electronic Record of an appointment of a proxy must be sent to the address specified<br> pursuant to those provisions unless another address for that purpose is specified:
---	---
(i)	in<br> the notice convening the meeting; or
---	---

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| --- | | (ii) | in any form of appointment of a proxy sent out by the Company in relation to the meeting; or | | --- | --- | | (iii) | in any invitation to appoint a proxy issued by the Company in relation to the meeting. | | --- | --- | | (c) | Notwithstanding Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at his discretion, direct that an instrument of proxy shall be deemed to have been duly deposited. | | --- | --- | | 12.21 | If the form of appointment of proxy is not delivered on time, it is invalid. | | --- | --- | | 12.22 | When two or more valid but differing appointments of proxy are delivered or received in respect of the same Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that Share. lf the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that Share. | | --- | --- | | 12.23 | The Board may at the expense of the Company send forms of appointment of proxy to the Members by post (that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without provision for their return by pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of Shares, either blank or nominating as proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental omission to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by, any Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting | | --- | --- |

Voting by proxy

12.24

A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

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| --- | | 12.25 | The instrument appointing a proxy to vote at a meeting shall not confer any further right to speak at the meeting, except with the permission of the chairman of the meeting. | | --- | --- | | 13 | Number of Directors | | --- | --- | | 13.1 | There shall be a Board consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited. | | --- | --- | | 14 | Appointment, disqualification and removal of Directors | | --- | --- |

First Directors

14.1	The<br> first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum,<br> or a majority of them.

No age limit

14.2	There<br> is no age limit for Directors save that they must be at least eighteen years of age.

Corporate Directors

14.3	Unless<br> prohibited by law, a body corporate may be a Director. If a body corporate is a Director,<br> the Articles about representation of corporate Members at general meetings apply, mutatis<br> mutandis, to the Articles about Directors’ meetings.

No shareholding qualification

14.4	Unless<br> a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall<br> be required to own Shares as a condition of his appointment.

Appointment of Directors

14.5	A<br> Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may<br> be to fill a vacancy or as an additional Director.
14.6	The<br> remaining Director(s) may appoint a Director even though there is not a quorum of Directors.
---	---

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| --- | | 14.7 | No appointment can cause the number of Directors to exceed the maximum (if one is set); and any such appointment shall be invalid. | | --- | --- | | 14.8 | For so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determined by the Board. | | --- | --- |

Board’s power to appoint Directors

14.9

Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

Termof office

14.10

An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-appointment at a meeting of the Members or re-appointment by the Board.

Removal of Directors

14.11	Subject<br> to these Articles, a Director may be removed by Ordinary Resolution.

Resignation of Directors

14.12	A<br> Director may at any time resign office by giving to the Company notice in writing or, if<br> permitted pursuant to the notice provisions, in an Electronic Record delivered in either<br> case in accordance with those provisions.
14.13	Unless<br> the notice specifies a different date, the Director shall be deemed to have resigned on the<br> date that the notice is delivered to the Company.
---	---

Termination of the office of Director

14.14	A<br> Director may retire from office as a Director by giving notice in writing to that effect<br> to the Company at the registered office, which notice shall be effective upon such date as<br> may be specified in the notice, failing which upon delivery to the registered office.

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| --- | | 14.15 | Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s office shall be terminated forthwith if: | | --- | --- | | (a) | he is prohibited by the law of the Cayman Islands from acting as a Director; or | | --- | --- | | (b) | he is made bankrupt or makes an arrangement or composition with his creditors generally; or | | --- | --- | | (c) | he resigns his office by notice to the Company; or | | --- | --- | | (d) | he only held office as a Director for a fixed term and such term expires; or | | --- | --- | | (e) | in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a Director; or | | --- | --- | | (f) | he is given notice by the majority of the other Directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such Director); or | | --- | --- | | (g) | he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or | | --- | --- | | (h) | without the consent of the other Directors, he is absent from meetings of Directors for a continuous period of six months. | | --- | --- | | 15 | Alternate Directors | | --- | --- |

Appointment and removal

15.1	Any<br> Director may appoint any other person, including another Director, to act in his place as<br> an alternate Director. No appointment shall take effect until the Director has given notice<br> of the appointment to the Board.
15.2	A<br> Director may revoke his appointment of an alternate at any time. No revocation shall take<br> effect until the Director has given notice of the revocation to the Board.
---	---
15.3	A<br> notice of appointment or removal of an alternate Director shall be effective only if given<br> to the Company by one or more of the following methods:
---	---
(a)	by<br> notice in writing in accordance with the notice provisions contained in these Articles;
---	---

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| --- | | (b) | if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; | | --- | --- | | (c) | if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or | | --- | --- | | (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. | | --- | --- |

Notices

15.4	All<br> notices of meetings of Directors shall continue to be given to the appointing Director and<br> not to the alternate.

Rights of alternate Director

15.5

An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence. An alternate Director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate Director.

Appointment ceases when the appointor ceases to be a Director

15.6	An<br> alternate Director shall cease to be an alternate Director if:
(a)	the<br> Director who appointed him ceases to be a Director; or
---	---
(b)	the<br> Director who appointed him revokes his appointment by notice delivered to the Board or to<br> the registered office of the Company or in any other manner approved by the Board; or
---	---

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| --- | | (c) | in any event happens in relation to him which, if he were a Director of the Company, would cause his office as Director to be vacated. | | --- | --- |

Status of alternate Director

15.7	An<br> alternate Director shall carry out all functions of the Director who made the appointment.
15.8	Save<br> where otherwise expressed, an alternate Director shall be treated as a Director under these<br> Articles.
---	---
15.9	An<br> alternate Director is not the agent of the Director appointing him.
---	---
15.10	An<br> alternate Director is not entitled to any remuneration for acting as alternate Director.
---	---

Status of the Director making the appointment

15.11	A<br> Director who has appointed an alternate is not thereby relieved from the duties which he<br> owes the Company.
16	Powers of Directors
---	---

Powers of Directors

16.1	Subject<br> to the provisions of the Act, the Memorandum and these Articles, the business of the Company<br> shall be managed by the Directors who may for that purpose exercise all the powers of the<br> Company.
16.2	No<br> prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum<br> or these Articles. However, to the extent allowed by the Act, Members may, by Special Resolution,<br> validate any prior or future act of the Directors which would otherwise be in breach of their<br> duties.
---	---

Directors below the minimum number

16.3

lf the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless he is re-elected during such meeting.

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| --- |

Appointments to office

16.4	The<br> Directors may appoint a Director:
(a)	as<br> chairman of the Board;
---	---
(b)	as<br> managing Director;
---	---
(c)	to<br> any other executive office,
---	---

for such period, and on such terms, including as to remuneration as they think fit.

16.5	The<br> appointee must consent in writing to holding that office.
16.6	Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.
---	---
16.7	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting<br> may select its own chairman; or the Directors may nominate one of their number to act in<br> place of the chairman should he ever not be available.
---	---
16.8	Subject<br> to the provisions of the Act, the Directors may also appoint and remove any person, who need<br> not be a Director:
---	---
(a)	as<br> Secretary; and
---	---
(b)	to<br> any office that may be required
---	---

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

16.9	The<br> Secretary or Officer must consent in writing to holding that office.
16.10	A<br> Director, Secretary or other Officer of the Company may not the hold the office, or perform<br> the services, of auditor.
---	---

Provisions for employees

16.11	The<br> Board may make provision for the benefit of any persons employed or formerly employed by<br> the Company or any of its subsidiary undertakings (or any member of his family or any person<br> who is dependent on him) in connection with the cessation or the transfer to any person of<br> the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

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| --- |

Exercise of voting rights

16.12

The Board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power in favour of any resolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

Remuneration

16.13	Every<br> Director may be remunerated by the Company for the services he provides for the benefit of<br> the Company, whether as Director, employee or otherwise, and shall be entitled to be paid<br> for the expenses incurred in the Company’s business including attendance at Directors’<br> meetings.
16.14	Until<br> otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate<br> Directors) shall be entitled to such remuneration by way of fees for their services in the<br> office of Director as the Directors may determine.
---	---
16.15	Remuneration<br> may take any form and may include arrangements to pay pensions, health insurance, death or<br> sickness benefits, whether to the Director or to any other person connected to or related<br> to him.
---	---
16.16	Unless<br> his fellow Directors determine otherwise, a Director is not accountable to the Company for<br> remuneration or other benefits received from any other company which is in the same group<br> as the Company or which has common shareholdings.
---	---

Disclosure of information

16.17	Subject<br> to compliance with applicable laws, including the applicable federal securities laws of the<br> United States, the Directors may release or disclose to a third party any information regarding<br> the affairs of the Company, including any information contained in the register of Members<br> relating to a Member, (and they may authorise any Director, Officer or other authorised agent<br> of the Company to release or disclose to a third party any such information in his possession)<br> if:
(a)	the<br> Company or that person, as the case may be, is lawfully required to do so under the laws<br> of any jurisdiction to which the Company is subject; or
---	---
(b)	such<br> disclosure is in compliance with the Designated Stock Exchange Rules; or
---	---
(c)	such<br> disclosure is in accordance with any contract entered into by the Company; or
---	---

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| --- | | (d) | the Directors are of the opinion such disclosure would assist or facilitate the Company’s operations. | | --- | --- | | 17 | Delegation of powers | | --- | --- |

Power to delegate any of the Directors’ powers to a committee

17.1	The<br> Directors may delegate any of their powers to any committee consisting of one or more persons<br> who need not be Members. Persons on the committee may include non-Directors so long as the<br> majority of those persons are Directors. Any such committee shall be made up of such number<br> of Independent Directors as required from time to time by the Designated Stock Exchange Rules<br> or otherwise required by applicable law.
17.2	The<br> delegation may be collateral with, or to the exclusion of, the Directors’ own powers.
---	---
17.3	The<br> delegation may be on such terms as the Directors think fit, including provision for the committee<br> itself to delegate to a sub-committee; save that any delegation must be capable of being<br> revoked or altered by the Directors at will.
---	---
17.4	Unless<br> otherwise permitted by the Directors, a committee must follow the procedures prescribed for<br> the taking of decisions by Directors.
---	---
17.5	The<br> Board shall establish an audit committee, a compensation committee and a nominating and corporate<br> governance committee if so required by the applicable Designated Stock Exchange Rules. Each<br> of these committees shall be empowered to do all things necessary to exercise the rights<br> of such committee set forth in these Articles. Each of the audit committee, compensation<br> committee and nominating and corporate governance committee (if so established) shall be<br> made up of such number of Independent Directors as required from time to time by the Designated<br> Stock Exchange Rules or otherwise required by applicable law, subject to any exemptions permitted<br> under the Designated Stock Exchange Rules and other applicable laws.
---	---

Local boards

17.6	The<br> Board may establish any local or divisional board or agency for managing any of the affairs<br> of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to<br> be members of a local or divisional Board, or to be managers or agents, and may fix their<br> remuneration.

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| --- | | 17.7 | The Board may delegate to any local or divisional board, manager or agent any of its powers and authorities (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies. | | --- | --- | | 17.8 | Any appointment or delegation under this Article 17.8 may be made on such terms and subject to such conditions as the Board thinks fit and the Board may remove any person so appointed, and may revoke or vary any delegation. | | --- | --- |

Power to appoint an agent of the Company

17.9	The<br> Directors may appoint any person, either generally or in respect of any specific matter,<br> to be the agent of the Company with or without authority for that person to delegate all<br> or any of that person’s powers. The Directors may make that appointment:
(a)	by<br> causing the Company to enter into a power of attorney or agreement; or
---	---
(b)	in<br> any other manner they determine.
---	---

Power to appoint an attorney or authorised signatory of the Company

17.10	The<br> Directors may appoint any person, whether nominated directly or indirectly by the Directors,<br> to be the attorney or the authorised signatory of the Company. The appointment may be:
(a)	for<br> any purpose;
---	---
(b)	with<br> the powers, authorities and discretions;
---	---
(c)	for<br> the period; and
---	---
(d)	subject<br> to such conditions
---	---

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

17.11

Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

| 42 |

| --- | | 17.12 | The Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation. | | --- | --- |

Borrowing Powers

17.13

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party.

Corporate Governance

17.14

The Board may, from time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

Meetings of Directors

---

Regulation of Directors’ meetings

18.1	Subject<br> to the provisions of these Articles, the Directors may regulate their proceedings as they<br> think fit.

Calling meetings

18.2	Any<br> Director may call a meeting of Directors at any time. The Secretary must call a meeting of<br> the Directors if requested to do so by a Director.

Notice of meetings

18.3	Notice<br> of a Board meeting may be given to a Director personally or by word of mouth or given in<br> writing or by Electronic communications at such address as he may from time to time specify<br> for this purpose (or, if he does not specify an address, at his last known address). A Director<br> may waive his right to receive notice of any meeting either prospectively or retrospectively.

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| --- |

Use of technology

18.4	A<br> Director may participate in a meeting of Directors through the medium of conference telephone,<br> video or any other form of communications equipment providing all persons participating in<br> the meeting are able to hear and speak to each other throughout the meeting.
18.5	A<br> Director participating in this way is deemed to be present in person at the meeting.
---	---

Quorum

18.6	The<br> quorum for the transaction of business at a meeting of Directors shall be two (2) unless<br> the Directors fix some other number.

Chairman or deputy to preside

18.7

The Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment.

18.8

The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their number to act as chairman of the meeting.

---

Voting

18.9	A<br> question which arises at a Board meeting shall be decided by a majority of votes. If votes<br> are equal the chairman may, if he wishes, exercise a casting vote.

Recording of dissent

18.10	A<br> Director present at a meeting of Directors shall be presumed to have assented to any action<br> taken at that meeting unless:
(a)	his<br> dissent is entered in the minutes of the meeting; or
---	---
(b)	he<br> has filed with the meeting before it is concluded signed dissent from that action; or
---	---
(c)	he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting<br> signed dissent.
---	---

A Director who votes in favour of an action is not entitled to record his dissent to it.

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Written resolutions

18.11	The<br> Directors may pass a resolution in writing without holding a meeting if all Directors sign<br> a document or sign several documents in the like form each signed by one or more of those<br> Directors.
18.12	A<br> written resolution signed by a validly appointed alternate Director need not also be signed<br> by the appointing Director.
---	---
18.13	A<br> written resolution signed personally by the appointing Director need not also be signed by<br> his alternate.
---	---
18.14	A<br> resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13<br> shall be as effective as if it had been passed at a meeting of the Directors duly convened<br> and held; and it shall be treated as having been passed on the day and at the time that the<br> last Director signs (and for the avoidance of doubt, such day may or may not be a Business<br> Day).
---	---

Validity of acts of Directors in spite of formal defect

18.15	All<br> acts done by a meeting of the Board, or of a committee of the Board, or by any person acting<br> as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered<br> that there was some defect in the appointment of any Director or alternate Director or member<br> of the committee, or that any of them were disqualified or had vacated office or were not<br> entitled to vote, be as valid as if every such person had been duly appointed and qualified<br> and had continued to be a Director or alternate Director and had been entitled to vote.
19	Permissible Directors’ interests and disclosure
---	---
19.1	A<br> Director who is in any way, whether directly or indirectly, interested in a contract or transaction<br> or proposed contract or transaction with the Company shall declare the nature of his interest<br> at a meeting of the Directors. A general notice given to the Directors by any Director to<br> the effect that he is a member of any specified company or firm and is to be regarded as<br> interested in any contract or transaction which may thereafter be made with that company<br> or firm shall be deemed a sufficient declaration of interest in regard to any contract so<br> made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification<br> by the chairman of the relevant Board meeting, a Director may vote in respect of any contract<br> or transaction or proposed contract or transaction notwithstanding that he may be interested<br> therein provided the Director discloses to his fellow directors the nature and extent of<br> any material interests in respect of any contract or transaction or proposed contract or<br> transaction and if he does so his vote shall be counted and he may be counted in the quorum<br> at any meeting of the Directors at which any such contract or transaction or proposed contract<br> or transaction shall come before the meeting for consideration.
---	---

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---
---	---
20.1	The<br> Company shall cause minutes to be made in books of:
---	---
(a)	all<br> appointments of Officers and committees made by the Board and of any such Officer’s<br> remuneration; and
---	---
(b)	the<br> names of Directors present at every meeting of the Directors, a committee of the Board, the<br> Company or the holders of any class of shares or debentures, and all orders, resolutions<br> and proceedings of such meetings.
---	---
20.2	Any<br> such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings<br> were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima<br> facie evidence of the matters stated in them.
---	---
21	Accounts<br> and audit
---	---
21.1	The<br> Directors must ensure that proper accounting and other records are kept, and that accounts<br> and associated reports are distributed in accordance with the requirements of the Act.
---	---
21.2	The<br> books of account shall be kept at the registered office of the Company and shall always be<br> open to inspection by the Directors. No Member (other than a Director) shall have any right<br> of inspecting any account or book or document of the Company except as conferred by the Act<br> or as authorised by the Directors or by Ordinary Resolution.
---	---
21.3	Unless<br> the Directors otherwise prescribe, the financial year of the Company shall end on 31 March<br> in each year and begin on 1 April in each year.
---	---

Auditors

21.4	Subject<br> to applicable Designated Stock Exchange Rules, the Directors may appoint or remove an Auditor<br> of the Company who shall hold office on such terms as the Directors determine.
21.5	At<br> any general meeting convened and held at any time in accordance with these Articles, the<br> Members may, by Ordinary Resolution, remove the Auditor before the expiration of his term<br> of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting appoint<br> another Auditor in his stead for the remainder of his term.
---	---

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| --- | | 21.6 | The Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance of their duties. | | --- | --- | | 21.7 | The Auditors shall, if so requested by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Company. | | --- | --- | | 22 | Record dates | | --- | --- | | 22.1 | Except to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend on Shares of any class, whether it be an Ordinary Resolution of the Members or a Director’s resolution, may specify that the dividend is payable or distributable to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstanding that the date may be a date prior to that on which the resolution is passed. | | --- | --- | | 22.2 | If the resolution does so specify, the dividend shall be payable or distributable to the persons registered as the holders of those Shares at the close of business on the specified date in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares. | | --- | --- | | 22.3 | The provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members. | | --- | --- | | 23 | Dividends | | --- | --- |

Source of dividends

23.1	Dividends<br> may be declared and paid out of any funds of the Company lawfully available for distribution.
23.2	Subject<br> to the requirements of the Act regarding the application of a company’s Share premium<br> account and with the sanction of an Ordinary Resolution, dividends may also be declared and<br> paid out of any share premium account.
---	---

Declaration of dividends by Members

23.3	Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in<br> accordance with the respective rights of the Members but no dividend shall exceed the amount<br> recommended by the Directors.

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Payment of interim dividends and declaration of final dividends by Directors

23.4	The<br> Directors may declare and pay interim dividends or recommend final dividends in accordance<br> with the respective rights of the Members if it appears to them that they are justified by<br> the financial position of the Company and that such dividends may lawfully be paid.
23.5	Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and<br> final dividends, the following applies:
---	---
(a)	Upon<br> determination to pay a dividend or dividends described as interim by the Directors in the<br> dividend resolution, no debt shall be created by the declaration until such time as payment<br> is made.
---	---
(b)	Upon<br> declaration of a dividend or dividends described as final by the Directors in the dividend<br> resolution, a debt shall be created immediately following the declaration, the due date to<br> be the date the dividend is stated to be payable in the resolution.
---	---

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

23.6	In<br> relation to Shares carrying differing rights to dividends or rights to dividends at a fixed<br> rate, the following applies:
(a)	If<br> the share capital is divided into different classes, the Directors may pay dividends on Shares<br> which confer deferred or non-preferred rights with regard to dividends as well as on Shares<br> which confer preferential rights with regard to dividends but no dividend shall be paid on<br> Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential<br> dividend is in arrears.
---	---
(b)	The<br> Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate<br> if it appears to them that there are sufficient funds of the Company lawfully available for<br> distribution to justify the payment.
---	---
(c)	If<br> the Directors act in good faith, they shall not incur any liability to the Members holding<br> Shares conferring preferred rights for any loss those Members may suffer by the lawful payment<br> of the dividend on any Shares having deferred or non-preferred rights.
---	---

Apportionment of dividends

23.7

Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

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Right of set off

23.8	The<br> Directors may deduct from a dividend or any other amount payable to a person in respect of<br> a Share any amount due by that person to the Company on a call or otherwise in relation to<br> a Share.

Power to pay other than in cash

23.9	If<br> the Directors so determine, any resolution declaring a dividend may direct that it shall<br> be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation<br> to the distribution, the Directors may settle that difficulty in any way they consider appropriate.<br> For example, they may do any one or more of the following:
(a)	issue<br> fractional Shares;
---	---
(b)	fix<br> the value of assets for distribution and make cash payments to some Members on the footing<br> of the value so fixed in order to adjust the rights of Members; and
---	---
(c)	vest<br> some assets in trustees.
---	---

How payments may be made

23.10	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following<br> ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account<br> for that purpose - by wire transfer to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share<br> or other person entitled to that Share.
---	---
23.11	For<br> the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record<br> and the bank account nominated may be the bank account of another person. For the purposes<br> of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall<br> be made to the order of the Member holding that Share or other person entitled to the Share<br> or to his nominee, whether nominated in writing or in an Electronic Record, and payment of<br> the cheque or warrant shall be a good discharge to the Company.
---	---

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| --- | | 23.12 | If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows: | | --- | --- | | (a) | to the registered address of the Joint Holder of the Share who is named first on the register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or | | --- | --- | | (b) | to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record. | | --- | --- | | 23.13 | Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share. | | --- | --- |

Dividends or other monies not to bear interest in absence of special rights

23.14	Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the<br> Company in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

23.15	If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was<br> declared or both, the Directors may pay it into a separate account in the Company’s<br> name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member.
23.16	A<br> dividend that remains unclaimed for a period of six years after it became due for payment<br> shall be forfeited to, and shall cease to remain owing by, the Company.
---	---
24	Capitalisation of profits
---	---

Capitalisation of profits or of any share premium account or capital redemption reserve;

24.1	The<br> Directors may resolve to capitalise:
(a)	any<br> part of the Company’s profits not required for paying any preferential dividend (whether<br> or not those profits are available for distribution); or
---	---
(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption<br> reserve, if any.
---	---

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| --- | | 24.2 | The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:: | | --- | --- | | (a) | by paying up the amounts unpaid on that Member’s Shares; | | --- | --- | | (b) | by issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain Partly Paid Up. | | --- | --- |

Applying an amount for the benefit of Members

24.3	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which<br> the Members would have been entitled to dividends if the amount capitalised had been distributed<br> as a dividend.
24.4	Subject<br> to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member,<br> the Directors may issue a fractional certificate to that Member or pay him the cash equivalent<br> of the fraction.
---	---
25	Share Premium Account
---	---

Directors to maintain share premium account

25.1	The<br> Directors shall establish a share premium account in accordance with the Act. They shall<br> carry to the credit of that account from time to time an amount equal to the amount or value<br> of the premium paid on the issue of any Share or capital contributed or such other amounts<br> required by the Act.

Debits to share premium account

25.2	The<br> following amounts shall be debited to any share premium account:
(a)	on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share<br> and the redemption or purchase price; and
---	---
(b)	any<br> other amount paid out of a share premium account as permitted by the Act.
---	---

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| --- | | 25.3 | Notwithstanding the preceding Article, on the redemption or purchase of a Share, the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital. | | --- | --- |

26	Seal

Company seal

26.1	The<br> Company may have a seal if the Directors so determine.

Duplicate seal

26.2	Subject<br> to the provisions of the Act, the Company may also have a duplicate seal or seals for use<br> in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile<br> of the original seal of the Company. However, if the Directors so determine, a duplicate<br> seal shall have added on its face the name of the place where it is to be used.

When and how seal is to be used

26.3	A<br> seal may only be used by the authority of the Directors. Unless the Directors otherwise determine,<br> a document to which a seal is affixed must be signed in one of the following ways:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate).
---	---

If no seal is adopted or used

26.4	If<br> the Directors do not adopt a seal, or a seal is not used, a document may be executed in the<br> following manner:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate); or
---	---
(c)	in<br> any other manner permitted by the Act.
---	---

Power to allow non-manual signatures and facsimile printing of seal

26.5	The<br> Directors may determine that either or both of the following applies:
(a)	that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other<br> method or system of reproduction;
---	---

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| --- | | (b) | that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature. | | --- | --- |

Validity of execution

26.6	If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be<br> regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director,<br> or other Officer or person who signed the document or affixed the seal for and on behalf<br> of the Company ceased to be the Secretary or hold that office and authority on behalf of<br> the Company.
27	Indemnity
---	---
27.1	To<br> the extent permitted by law, the Company shall indemnify each existing or former Director<br> (including alternate Director), Secretary and other Officer of the Company (including an<br> investment adviser or an administrator or liquidator) and their personal representatives<br> against:
---	---
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or<br> sustained by the existing or former Director (including alternate Director), Secretary or<br> Officer in or about the conduct of the Company’s business or affairs or in the execution<br> or discharge of the existing or former Director’s (including alternate Director’s),<br> Secretary’s or Officer’s duties, powers, authorities or discretions; and
---	---
(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing<br> or former Director (including alternate Director), Secretary or Officer in defending (whether<br> successfully or otherwise) any civil, criminal, administrative or investigative proceedings<br> (whether threatened, pending or completed) concerning the Company or its affairs in any court<br> or tribunal, whether in the Cayman Islands or elsewhere.
---	---

No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, fraud, wilful default and wilful neglect.

27.2

To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs.

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Release

27.3

To the extent permitted by Act, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty, fraud, wilful default and wilful neglect.

Insurance

27.4	To<br> the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of<br> a contract insuring each of the following persons against risks determined by the Directors,<br> other than liability arising out of that person’s own dishonesty, fraud, wilful default<br> and wilful neglect:
(a)	an<br> existing or former Director (including alternate Director), Secretary or Officer or auditor<br> of:
---	---
(i)	the<br> Company;
---	---
(ii)	a<br> company which is or was a subsidiary of the Company;
---	---
(iii)	a<br> company in which the Company has or had an interest (whether direct or indirect); and
---	---
(b)	a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons<br> referred to in paragraph (a) is or was interested.
---	---
28	Notices
---	---

Form of notices

28.1	Save<br> where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules,<br> any notice to be given to or by any person pursuant to these Articles shall be:
(a)	in<br> writing signed by or on behalf of the giver in the manner set out below for written notices;<br> or
---	---
(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic<br> Signature and authenticated in accordance with Articles about authentication of Electronic<br> Records; or
---	---

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| --- | | (c) | where these Articles expressly permit, by the Company by means of a website. | | --- | --- |

Electronic communications

28.2	A<br> notice may only be given to the Company in an Electronic Record if:
(a)	the<br> Directors so resolve or otherwise accept the notice; or
---	---
(b)	any<br> Director or Officer provides the giver of the notice an electronic address to which the notice<br> may be sent and a notice is sent to that address within a reasonable period of time.
---	---
28.3	A<br> notice may not be given by Electronic Record to a person other than the Company unless the<br> recipient has provided the giver of the notice with an Electronic address to which notice<br> may be sent.
---	---
28.4	Subject<br> to the Act, the Designated Stock Exchange Rules and to any other rules which the Company<br> is bound to follow, the Company may also send any notice or other document pursuant to these<br> Articles to a Member by publishing that notice or other document on a website where:
---	---
(a)	the<br> Company and the Member have agreed to his having access to the notice or document on a website<br> (instead of it being sent to him);
---	---
(b)	the<br> notice or document is one to which that agreement applies;
---	---
(c)	the<br> Member is notified (in accordance with any requirements laid down by the Act and, in a manner<br> for the time being agreed between him and the Company for the purpose) of:
---	---
(i)	the<br> publication of the notice or document on a website;
---	---
(ii)	the<br> address of that website; and
---	---
(iii)	the<br> place on that website where the notice or document may be accessed, and how it may be accessed;<br> and
---	---
(d)	the<br> notice or document is published on that website throughout the publication period, provided<br> that, if the notice or document is published on that website for a part, but not all of,<br> the publication period, the notice or document shall be treated as being published throughout<br> that period if the failure to publish that notice of document throughout that period is wholly<br> attributable to circumstances which it would not be reasonable to have expected the Company<br> to prevent or avoid. For the purposes of this Article 28.4 “publication period”<br> means a period of not less than twenty-one days, beginning on the day on which the notification<br> referred to in Article 28.4(c) is deemed sent.
---	---

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Persons entitled to notices

28.5

Any notice or other document to be given to a Member may be given by reference to the register of Members as it stands at any time within the period of twenty-one days before the day that the notice is given or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

Persons authorised to give notices

28.6	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf<br> of the Company or a Member by a Director or company secretary of the Company or a Member.

Delivery of written notices

28.7	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the<br> recipient, or left at (as appropriate) the Member’s or Director’s registered<br> address or the Company’s registered office, or posted to that registered address or<br> registered office.

Joint holders

28.8	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name<br> first appears in the register of Members.

Signatures

28.9	A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is<br> marked in such a way as to indicate its execution or adoption by the giver.
28.10	An<br> Electronic Record may be signed by an Electronic Signature.
---	---

Evidenceof transmission

28.11	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating<br> the time, date and content of the transmission, and if no notification of failure to transmit<br> is received by the giver.

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| --- | | 28.12 | A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient. | | --- | --- | | 28.13 | A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes for which it was called. | | --- | --- |

Giving notice to a deceased or bankrupt Member

28.14

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

28.15

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

---

Date of giving notices

28.16	A<br> notice is given on the date identified in the following table
Method for giving notices	When taken to be given
---	---
(A)<br> Personally	At<br> the time and date of delivery
(B)<br> By leaving it at the Member’s registered address	At<br> the time and date it was left
(C)<br> By posting it by prepaid post to the street or postal address of that recipient	48<br> hours after the date it was posted
(D)<br> By Electronic Record (other than publication on a website), to recipient’s Electronic address	48<br> hours after the date it was sent
(E)<br> By publication on a website	24<br> hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

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Saving provision

28.17	None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of<br> written resolutions of Directors and written resolutions of Members.
29	Authentication of Electronic Records
---	---

Application of Articles

29.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other<br> document under these Articles that is sent by Electronic means by a Member, or by the Secretary,<br> or by a Director or other Officer of the Company, shall be deemed to be authentic if either<br> Article 29.2 or Article 29.4 applies.

Authentication of documents sent by Members by Electronic means

29.2	An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means<br> by or on behalf of one or more Members shall be deemed to be authentic if the following conditions<br> are satisfied:
(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose<br> Original Document includes several documents in like form signed by one or more of<br> those Members; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, that Member to an address specified in accordance with these Articles for the purpose<br> for which it was sent; and
---	---
(c)	Article<br> 29.7 does not apply.
---	---
29.3	For<br> example, where a sole Member signs a resolution and sends the Electronic Record of the original<br> resolution, or causes it to be sent, by facsimile transmission to the address in these Articles<br> specified for that purpose, the facsimile copy shall be deemed to be the written resolution<br> of that Member unless Article 28.7 applies.
---	---

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| --- |

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

29.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf<br> of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic<br> if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document,<br> and for this purpose Original Document includes several documents in like form signed<br> by the Secretary or one or more of those Officers; and
---	---
(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction<br> of, the Secretary or that Officer to an address specified in accordance with these Articles<br> for the purpose for which it was sent; and
---	---
(c)	Article<br> 29.7 does not apply.
---	---

This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

29.5	For<br> example, where a sole Director signs a resolution and scans the resolution, or causes it<br> to be scanned, as a PDF version which is attached to an email sent to the address in these<br> Articles specified for that purpose, the PDF version shall be deemed to be the written resolution<br> of that Director unless Article 29.7 applies.

Manner of signing

29.6	For<br> the purposes of these Articles about the authentication of Electronic Records, a document<br> will be taken to be signed if it is signed manually or in any other manner permitted by these<br> Articles.

Saving provision

29.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be<br> authentic if the recipient, acting reasonably:
(a)	believes<br> that the signature of the signatory has been altered after the signatory had signed the original<br> document; or
---	---
(b)	believes<br> that the original document, or the Electronic Record of it, was altered, without the approval<br> of the signatory, after the signatory signed the original document; or
---	---

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| --- | | (c) | otherwise doubts the authenticity of the Electronic Record of the document | | --- | --- |

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

30	Transfer by way of continuation
30.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a<br> jurisdiction outside:
---	---
(a)	the<br> Cayman Islands; or
---	---
(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
---	---
30.2	To<br> give effect to any resolution made pursuant to the preceding Article, the Directors may cause<br> the following:
---	---
(a)	an<br> application be made to the Registrar of Companies of the Cayman Islands to deregister the<br> Company in the Cayman Islands or in the other jurisdiction in which it is for the time being<br> incorporated, registered or existing; and
---	---
(b)	all<br> such further steps as they consider appropriate to be taken to effect the transfer by way<br> of continuation of the Company.
---	---
31	Winding up
---	---

Distribution of assets in specie

31.1	If<br> the Company is wound up the Members may, subject to these Articles and any other sanction<br> required by the Act, pass a Special Resolution allowing the liquidator to do either or both<br> of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and,<br> for that purpose, to value any assets and to determine how the division shall be carried<br> out as between the Members or different classes of Members; and/or
---	---
(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those<br> liable to contribute to the winding up.
---	---

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No obligation to accept liability

31.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.
31.3	The<br> Directors are authorised to present a winding up petition
---	---
31.4	The<br> Directors have the authority to present a petition for the winding up of the Company to the<br> Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution<br> passed at a general meeting.
---	---
32	Amendment<br> of Memorandum and Articles
---	---

Power to change name or amend Memorandum

32.1	Subject<br> to the Act, the Company may, by Special Resolution:
(a)	change<br> its name; or
---	---
(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter<br> specified in the Memorandum.
---	---

Power to amend these Articles

32.2	Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend<br> these Articles in whole or in part.

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Exhibit2.1

NUMBER	SHARES

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP[ ]

DIGINEX LIMITED

ORDINARY SHARES

THIS CERTIFIES THAT [____________________] is the owner of [____________________] Ordinary Shares, par value $0.00005 per share (each, an “Ordinary Share”), of Diginex Limited, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.

Witness the facsimile signature of a duly authorized signatory of the Company.

Authorized Signatory	Transfer Agent

Diginex Limited

The Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Amended and Restated Memorandum and Articles of Association of the Company and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN<br> COM	—	as<br> tenants in common
			(Cust)	(Minor)
TEN<br> ENT	—	as<br> tenants by the entireties
			Under<br> Uniform Gifts to Minors Act
JT<br> TEN	—	as<br> joint tenants with right of survivorship and not as tenants in common
			(State)

Additional abbreviations may also be used though not in the above list.

| 2 |

| --- |

Forvalue received, [____________________] hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

OrdinaryShares represented by the within certificate, and do hereby irrevocably constitute and appoint [____________________] Attorney to transferthe said Ordinary Shares on the books of the within named Company with full power of substitution in the premises.

Dated
	Notice:	The<br> signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without<br> alteration or enlargement or any change whatsoever.

Signature(s) Guaranteed:
THE<br> SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT<br> UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES<br> EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).

| 3 |

| --- |

Exhibit2.2

NUMBER	SHARES

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP[ ]

DIGINEX LIMITED

PREFERRED SHARES

THIS CERTIFIES THAT [____________________] is the owner of [____________________] Preferred Shares, par value $0.00005 per share (each, an “Preferred Share”), of Diginex Limited, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.

Witness the facsimile signature of a duly authorized signatory of the Company.

Authorized Signatory	Transfer Agent

Diginex Limited

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN<br> COM	—	as<br> tenants in common
			(Cust)	(Minor)
TEN<br> ENT	—	as<br> tenants by the entireties
			Under<br> Uniform Gifts to Minors Act
JT<br> TEN	—	as<br> joint tenants with right of survivorship and not as tenants in common
			(State)

Additional abbreviations may also be used though not in the above list.

| 2 |

| --- |

Forvalue received, [____________________] hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

PreferredShares represented by the within certificate, and do hereby irrevocably constitute and appoint [____________________] Attorney to transferthe said Preferred Shares on the books of the within named Company with full power of substitution in the premises.

Dated
	Notice:	The<br> signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without<br> alteration or enlargement or any change whatsoever.

Signature(s) Guaranteed:
THE<br> SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT<br> UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES<br> EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).

| 3 |

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Exhibit2.3

Date 23 January 2025

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed on 23 January 2025 (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”).

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;
---	---
“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”<br><br> <br>**<br><br> <br>“Offering Price”**	initial<br> public offering of 2,250,000 Ordinary Shares of Diginex Limited<br><br> <br><br><br> <br>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 8;
“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.
---	---
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
---	---

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.
---	---
2.3	The<br> Warrants shall bear the following restrictive legend:
---	---
	“THE<br> SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES<br> ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN<br> ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,<br> MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION<br> STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE<br> STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS<br> OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS”
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2 and Subsection 2.3, above.
---	---
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
---	---

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 6^th^ month anniversary<br> of Offering (“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.
---	---
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.
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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 11.
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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 exercise of warrants, the Ordinary Shares issued after the exercise will have the following registration rights: (i) two demand registration of the sale of the Ordinary 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 5.1, 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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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 Warrantholders.

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 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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10.	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.

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 10.1 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

(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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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

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 Warrantholders.

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 15 (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. 1

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 23 January 2025. 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): 2,250,000

Subscription Price: $5.13 - Offering price of $4.10 plus 25% premium.

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 23 January 2025

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Miles Pelham
acting<br> by Miles Pelham	)	Director
and<br> Mark Blick, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br> Mark Blick
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 2.4 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<br> VENTURES LIMITED	2,250,000

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)
acting<br> by __________________________	)	Director
and<br> __________________, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)
under<br> the authority of the Company	)	Director

Exhibit2.4

Date 23 January 2025

WarrantInstrumentissued byDiginex Limited

ThisINSTRUMENT is executed as a deed on 23 January 2025 (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 8;
“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;
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“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, Schedules to and paragraphs of Schedules<br> to this Instrument.
1.4	References<br> to any agreement, deed or document (including, without limitation, this Instrument) shall include any amendment or supplement to,<br> or amendment and restatement, replacement or novation of, such agreement, deed or document, but disregarding any amendment, supplement,<br> amendment 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 (including partnerships), trusts,<br> any form of governmental body, agency or authority and any other organisation of any nature.
1.7	References<br> to any statute or statutory provision shall include references to such statute or statutory provision as in force at the date of<br> this Instrument and as subsequently re-enacted, amended or consolidated.
1.8	The<br> Schedules form part of this Instrument and shall be construed and shall have the same full force and effect as if expressly set out<br> in the body of this Instrument.
2.	Constitution and form of warrants and certificates
2.1	The<br> Company hereby creates and constitutes Warrants on the terms and subject to the conditions of this Instrument.
2.2	On<br> the date of closing of the Offering, the Company shall grant such number of Warrants to the Investor as set out against their respective<br> name(s) in Schedule 3.
2.3	The Warrants shall bear<br> the following restrictive legend:
	“THE SECURITIES REPRESENTED BY THIS CERTIFICATE<br> HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE<br> BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED<br> OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,<br> AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT<br> OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS”
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule 2 and Subsection 2.3, above.
2.5	The<br> Warrants are issued subject to the memorandum of association of the Company, the Articles and otherwise on the terms of this Instrument<br> which are binding upon the Company and each 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 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 on the date of grant of the Warrants and<br> expiring on the 9^th^ month anniversary of Offering (“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, if a Warrantholder exercises part only<br> of its holding of Warrants, the Warrantholder shall be entitled to exercise the balance of its holding of Warrants on any one or<br> more occasions and in any one or more parts as the Warrantholder determines in its discretion PROVIDED THAT any exercise of Warrants<br> 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 deliver to the Company a Notice of Exercise<br> together with the remittance in cleared funds, within 10 Business Days, of an amount equal to the Subscription Price multiplied by<br> the number of Ordinary Shares to be allotted and issued to the Warrantholder as a result of the exercise of the Warrants which are<br> being exercised.
3.4	Once<br> delivered to the Company in accordance with clause 3.3, a Notice of Exercise shall (save 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 such aggregate number of Ordinary<br> Shares to the Warrantholder’s [electronic stock account] if the Company has completed a Listing (provided that a stock account<br> with the details provided by the Warrantholder has been opened and remains open), or via paper certificate if the Company has not<br> completed its Offering.
3.6	The<br> Company shall ensure the continuity and validity of the Warrants (or otherwise make available to the Warrantholders a suitable alternative<br> means of subscribing for the Ordinary Shares at no detriment to the terms of their relevant Warrant) until Maturity Date should the<br> Company 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 the outstanding balance of Warrants that<br> have not been exercised shall be despatched to the Warrantholder referred to in the relevant Notice of Exercise by no later than<br> five Business Days after such Notice of Exercise was delivered to the Company in accordance with clause 3.3.
3.8	Ordinary<br> Shares allotted pursuant to the exercise of Warrants shall be entitled to all dividends and distributions paid on any date or by<br> reference to any date on or after the date on which the Notice of Exercise was delivered to the Company in accordance with clause<br> 3.3 and shall otherwise rank pari passu in all respects from the date of their allotment with the Ordinary Shares of the Company<br> then in issue.
3.9	Warrants<br> shall be deemed to be exercised on the day upon which the Warrantholder gives to the Company a Notice of Exercise in accordance with<br> clause 11.
4.	Adjustment of subscription rights
4.1	Upon<br> the occurrence of a sub-division or consolidation of the shares of the Company (each an “Adjustment Event”) after<br> the date on which any Warrants are granted, the number of Ordinary Shares which are the subject of the Warrants and the Subscription<br> Price payable on the exercise of Warrants shall be adjusted either in such manner as the Company and the Warrantholders agree in<br> writing is appropriate or, failing agreement, in such manner as the Auditors shall certify is appropriate.
4.2	For<br> the purposes of this clause 4, an adjustment to the Warrants and the Subscription Price shall be “appropriate” if, as<br> a consequence of the adjustment, Warrantholders enjoy the same economic effect on the exercise of their Warrants as if the relevant<br> Adjustment Event had not occurred or arisen. The Company and the Warrantholders shall endeavour to agree any adjustment pursuant<br> to this clause 4 within 10 Business Days of the Adjustment Event, failing which the adjustment shall be certified by the Auditors<br> and the Company shall give notice of the adjustment (as certified by the Auditors) to the Warrantholders within 30 Business Days<br> of the relevant Adjustment Event together with a new Certificate in respect of any additional Warrants to which Warrantholders are<br> entitled in consequence of such adjustment. Any such additional Warrants shall confer the same rights and restrictions as are attached<br> 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<br> 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 entitlements to Ordinary Shares<br> arising as a result of an adjustment in accordance with this clause 4 shall be rounded down to the nearest whole Ordinary Share.
5.	REGISTRATION RIGHTS
	The<br> Company represents, warrants and agrees that with respect to the exercise of warrants, the Ordinary Shares issued after the exercise<br> will have the following registration rights: (i) two demand registration of the sale of the Ordinary Shares at the Company’s<br> expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s<br> initial public offering at the Company’s 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 is passed for the winding up or dissolution<br> of the Company or if any other dissolution of 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 to a scheme of arrangement to which<br> the Warrantholders have consented in writing, the terms 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 order has been made or resolution has been<br> passed or other dissolution is to be effected and the Warrantholder shall be entitled at any time within one month after the date<br> such notice is published to elect by notice in writing to the Company to be treated as if it had, immediately before the date of<br> the making of the order or passing of the resolution or other dissolution, exercised all of its Warrants and it shall be entitled<br> to receive out of the assets which would otherwise be available in the liquidation to the holders of Ordinary Shares, such a sum,<br> if any, as it would have received had it been the holder of and paid for the Ordinary Shares to which it would have become entitled<br> by virtue of such exercise, after deducting from such sum an amount equal to the amount which would have been payable by it in respect<br> of such Ordinary Shares if it had exercised all his Warrants, but nothing contained in this Clause shall have the effect of requiring<br> the Warrantholder to make any actual payment to the Company.
6.2	Subject<br> to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up of the Company.
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7.	Undertakings
	Unless<br> 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 authorisations pursuant to the Law to enable<br> it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all<br> Warrants issued and remaining exercisable from time to time;
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7.2	if<br> at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled<br> by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital<br> of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours<br> to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such<br> exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect<br> of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition<br> by any person of the whole or any part 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 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 for the purchase by the Company of any<br> of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time<br> while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant<br> to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately<br> preceding the record date for such offer or invitation.
8.	Modification of rights
	All<br> 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<br> up) be altered or abrogated with the approval of the Company and with the prior written consent of the Warrantholders.
9.	Register
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9.1	The<br> Company shall maintain a Register setting out the number of Warrants in issue from time to 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 any notice of ownership or<br> notice of previous loss or theft or of trust or other interest therein (except as ordered by a court of competent jurisdiction or<br> required by law). The Company shall not (except as stated above) be bound to recognise any other claim or interest 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 (provided that the Company shall not<br> be obliged to register more than four joint-holders in respect of any Warrant);
---	---
(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 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 shall forthwith be notified to the Company<br> in accordance with clause 11 and the Company shall cause the Register to be altered accordingly. The Warrantholder, and any person<br> authorised by any such holder, shall be at liberty at all reasonable times during office hours to inspect the Register and to take<br> copies of or extracts from the same or any part thereof.
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10.	Replacement of certificates
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	If<br> a Certificate is mutilated, defaced, lost, stolen or destroyed, it will be replaced at the registered office of the Company for the<br> time and on such terms as to evidence and indemnity as the Company may reasonably require. Mutilated, defaced or expired from partial<br> exercise Certificates must be surrendered before replacements will be issued.
11.	Purchase
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11.1	The<br> Company may at any time purchase Warrants either by tender (available to all Warrantholders alike or by private treaty, in each case),<br> at any price that is accepted and/or agreed by Warrantholders.
11.2	All<br> Warrants purchased pursuant to clause 10.1 shall be cancelled forthwith and may not be reissued or sold.
12.	Notices
12.1	Any<br> notice, consent, request, approval or other communication (a “Notice”) to be given or made under this Instrument<br> shall be in writing or email and signed by or on behalf of the person giving it and shall be irrevocable without the written consent<br> of the person or persons on whom it is served.
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 is the person to be served; or
---	---
(b)	by<br> email to:
	Company:<br> paul.ewing@diginex.com
(c)	by<br> leaving it at, or sending it by pre-paid first class post (or by pre-paid first class airmail if from one country to another country)<br> to the registered office of the Company for the time being (if the Company is to be served) and to the relevant address contained<br> in the Register (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 by airmail) following the day on which<br> it was posted and in proving such service it shall 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 whose name stands first in the Register<br> in respect of such Warrants shall be sufficient notice 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 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 15 (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. 1

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

Name(s) of holder: RHINO VENTURES LIMITED

Number of Ordinary Shares (if exercised in full): 2,250,000

Subscription Price: $6.15 Offering price of $4.10 plus 50% premium

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 23 January 2025

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Miles Pelham
acting<br> by Miles Pelham	)	Director
and<br> Mark Blick, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br> Mark Blick
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 form as the directors of the Company may<br> approve). A Warrantholder’s holding of Warrants 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 shall be deemed to remain the holder<br> of the Warrants to be transferred until the transferee’s name is entered in the Register.
3.	Every<br> instrument of transfer must be delivered to the Company at its registered office for the time being for registration by the Company<br> accompanied by the Certificate(s) for the Warrants to be transferred. All instruments of transfer which are registered shall be retained<br> by the Company. No transfer shall be registered of Warrants in respect of which a Notice of Exercise has been given.
4.	No<br> fee shall be charged for the registration of any transfer of Warrants or for making any entry in the Register.
5.	Upon<br> delivery to the Company of an instrument of transfer in accordance with Paragraph 3 above, the Company shall without delay register<br> in the Register both the transfer and the transferee 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 new Certificate in respect of the balance<br> of its holding of Warrants which it has not transferred.

SCHEDULE3

InitialWarrantholders

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

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)
acting<br> by __________________________	)	Director
and<br> __________________, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)
under<br> the authority of the Company	)	Director

Exhibit2.5

Date 23 January 2025

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed on 23 January 2025 (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”<br><br> <br>**<br><br> <br>“Offering Price”**	initial<br> public offering of 2,250,000 Ordinary Shares of Diginex Limited<br><br> <br><br><br> <br>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 8;
“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;
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“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.
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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
---	---

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 bear the following restrictive legend:
---	---
	“THE<br> SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES<br> ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN<br> ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,<br> MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION<br> STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE<br> STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS<br> OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS”
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2 and Subsection 2.3, above.
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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
---	---

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 12^th^ month anniversary<br> of Offering (“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 11.
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4.	Adjustment of subscription rights
---	---

4.1

4.2

---

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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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 5.1, the Warrants shall lapse on the liquidation or winding up<br> of the Company.
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7.	Undertakings
---	---

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 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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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 10.1 shall be cancelled forthwith and may not be reissued<br> or sold.
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12.	Notices
---	---

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:
---	---
(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
---	---
(b)	by<br> email to:
---	---

Company: paul.ewing@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:
---	---
(a)	in<br> the case of personal service, at the time of such service;
---	---
(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.
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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 15 (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. 1

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

Name(s) of holder: RHINO VENTURES LIMITED

Number of Ordinary Shares (if exercised in full): 2,250,000

Subscription Price: $7.18 - Offering price of $4.10 plus 75% premium.

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 23 January 2025

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Miles Pelham
acting<br> by Miles Pelham	)	Director
and<br> Mark Blick, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)	/s/<br> Mark Blick
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
---	---
(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<br> VENTURES LIMITED	2,250,000

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)
acting<br> by __________________________	)	Director
and<br> __________________, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)
under<br> the authority of the Company	)	Director

Exhibit2.6

Date 23 January 2025

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed on 23 January 2025 (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;
---	---
“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”<br><br> <br>**<br><br> <br>“Offering Price”**	initial<br> public offering of 2,250,000 Ordinary Shares of Diginex Limited<br><br> <br><br><br> <br>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 8;
“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.
---	---
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
---	---

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.
---	---
2.3	The<br> Warrants shall bear the following restrictive legend:
---	---
	“THE<br> SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES<br> ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN<br> ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,<br> MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION<br> STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE<br> STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS<br> OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS”
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2 and Subsection 2.3, above.
---	---
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
---	---

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 15^th^ month anniversary<br> of Offering (“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.
---	---
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
---	---

4.1

4.2

---

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
---	---

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
---	---
(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 5.1, the Warrants shall lapse on the liquidation or winding up<br> of the Company.
---	---
7.	Undertakings
---	---

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
---	---
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
---	---

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.
---	---
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);
---	---
(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 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.
---	---
10.	Replacement of certificates
---	---

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 10.1 shall be cancelled forthwith and may not be reissued<br> or sold.
---	---
12.	Notices
---	---

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:
---	---
(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
---	---
(b)	by<br> email to:
---	---

Company: paul.ewing@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:
---	---
(a)	in<br> the case of personal service, at the time of such service;
---	---
(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.
---	---
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
---	---

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 15 (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. 2

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

Name(s) of holder: NOMAS GLOBAL INVESTMENTS-L.L.C-S.P.C.

Number of Ordinary Shares (if exercised in full): 2,250,000

Subscription Price: $8.20 - Offering price of $4.10 plus 100% premium.

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 6 May 2025

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Mark Blick
acting<br> by Mark Blick	)	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
---	---
(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<br> VENTURES LIMITED	2,250,000

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)
acting<br> by __________________________	)	Director
and<br> __________________, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)
under<br> the authority of the Company	)	Director

Exhibit2.7

Date 23 January 2025

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed 23 January 2025 (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;
---	---
“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 8;
“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;
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“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.
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 Warrants shall bear the following restrictive legend:
	“THE<br> SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES<br> ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN<br> ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,<br> MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION<br> STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE<br> STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS<br> OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS”
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2 and subsection 2.3, above.
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 18^th^ month anniversary<br> of Offering (“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.
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.
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).
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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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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:
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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 5.1, 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.
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 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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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 10.1 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.
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
(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
---	---

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 15 (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. 2

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

Name(s) of holder: NOMAS GLOBAL INVESTMENTS-L.L.C-S.P.C.

Number of Ordinary Shares (if exercised in full): 2,250,000

Subscription Price: $10.25 - Offering price of $4.10 plus 150% premium.

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 6 May 2025

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Mark Blick
acting<br> by Mark Blick	)	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<br> VENTURES LIMITED	2,250,000

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)
acting<br>by _____________________	)	Director
and<br> __________________, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)
under<br> the authority of the Company	)	Director

Exhibit2.8

Date 23 January 2025

WarrantInstrument

issuedby

DiginexLimited

ThisINSTRUMENT is executed as a deed on 23 January 2025 (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”<br><br> <br>**<br><br> <br>“Offering Price”**	initial<br> public offering of 2,250,000 Ordinary Shares of Diginex Limited<br><br> <br><br><br> <br>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 8;
“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;
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“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 bear the following restrictive legend:
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	“THE<br> SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES<br> ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN<br> ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,<br> MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION<br> STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE<br> STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS<br> OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS”
2.4	The<br> Warrants shall be freely transferable by Warrantholders, subject to the provisions of Schedule<br> 2 and Subsection 2.3, above.
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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
---	---

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 24^th^ month anniversary<br> of Offering (“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 11.
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4.	Adjustment of subscription rights
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4.1

4.2

---

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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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.
---	---
6.2	Subject<br> to compliance with Clause 5.1, the Warrants shall lapse on the liquidation or winding up<br> of the Company.
---	---
7.	Undertakings
---	---

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 7.2 and references herein to such an offer shall be read<br> and construed accordingly; and
---	---
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.
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);
---	---
(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.
11.2	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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12.	Notices
---	---

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:
---	---
(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
---	---
(b)	by<br> email to:
---	---

Company: paul.ewing@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:
---	---
(a)	in<br> the case of personal service, at the time of such service;
---	---
(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.
---	---
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
---	---

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. 2

DIGINEXLIMITED

(Incorporated in the Cayman Islands with registration number 406606)

WARRANT TO SUBSCRIBE FOR ORDINARY SHARES

Name(s) of holder: NOMAS GLOBAL INVESTMENTS-L.L.C-S.P.C.

Number of Ordinary Shares (if exercised in full): 2,250,000

Subscription Price: $12.30 - Offering price of $4.10 plus 200% premium.

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 6 May 2025

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)	/s/<br> Mark Blick
acting<br> by Mark Blick	)	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<br> VENTURES LIMITED	2,250,000

EXECUTED and DELIVERED as a DEED by	)
DIGINEX LIMITED	)
acting<br> by __________________________	)	Director
and<br> __________________, who, in accordance	)
with<br> the laws of the Cayman Islands, are acting	)
under<br> the authority of the Company	)	Director

Exhibit 2.9

Exhibit4.1

Exhibit 4.2

Exhibit4.3

Exhibit4.4

Exhibit 4.5

Exhibit 4.6

Exhibit4.7

CONVERTIBLELOAN AGREEMENT

THIS AGREEMENT is dated September 30, 2024 and is made

BETWEEN:

(1)	Diginex<br> Solutions (HK) Limited, a limited company organized under the laws of Hong Kong with company<br> number 2635911 whose registered office is located at Smart-Space Fintech 2, Room 3, Units<br> 401-404, Core C, Cyberport 3, 3 Cyberport Road, Telegraph Bay, Hong Kong (the “Borrower”);
(2)	Rhino<br> Ventures Limited, a company incorporated in British Virgin Islands whose registered company<br> number is 2030338, and whose registered office is at Craigmuir Chambers, Road Town, Tortola,<br> VG 1110, British Virgin Islands (the “Lender”); and
(3)	Diginex<br> Limited, an exempted company incorporated under the laws of the Cayman Islands with company<br> number 406606 whose registered office is located at the office of Ogier Global (Cayman) Limited,<br> 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Company”).

The Borrower, the Lender and the Company are collectively referred to herein as the “Parties”.

WHEREAS:

A.	The<br> Lender and the Borrower have previously entered into a loan agreement on 21 May 2024 (the<br> “Loan Agreement”), pursuant to the Lender has agreed to loan to the Borrower<br> a total principal amount of USD3,000,000 at an interest rate of 8% per annum (the “Loan”).
B.	The<br> Borrower is wholly-owned by the Company. The Company is currently considering an initial<br> public offering on the Nasdaq Capital Market (the “IPO”).
C.	The<br> Parties desire to supplement the Loan Agreement to provide that the Loan shall be convertible<br> into ordinary shares of the Company in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:

1.	CONVERSION
(a)	The<br> Lender, upon pricing of the IPO, shall convert the outstanding balance of the Loan (including<br> accrued interest) (the “Outstanding Balance”) into such number of ordinary<br> shares of the Company (the “Conversion Shares”) that equals to the quotient<br> obtained by dividing (x) the Outstanding Amount by (y) the per share offer price of the IPO.<br> Following the conversion completed pursuant to this Section the Outstanding Balance shall<br> be reduced to zero.
(b)	Upon<br> the conversion pursuant to this Section, the Lender’s rights of repayment of the Outstanding<br> Balance shall be extinguished.
---	---
(c)	No<br> fractional shares shall be issued to the Lender, and the number of Conversion Shares shall<br> be rounded to the nearest whole share.
(d)	The<br> Company and the Lender hereby undertake to execute any document as shall be required by the<br> Company in connection with the issuance of the Conversion Shares.
(e)	The<br> Lender understands that the ordinary shares of the Company issuable upon conversion of the<br> Outstanding Balance will be “restricted securities” within the meaning of Rule<br> 144 under the Securities Act of 1933, as amended (the “1933 Act”) and<br> may not be sold, pledged, assigned or transferred and must be held indefinitely in the absence<br> of (i) an effective registration statement under the 1933 Act and applicable state securities<br> laws with respect thereto or (ii) an available exemption from, or in a transaction not subject<br> to, the registration requirements of the 1933 Act as evidenced by an opinion of counsel satisfactory<br> to the Company that such registration is not required. The certificates for the ordinary<br> shares of the Company issuable upon conversion of the Outstanding Balance shall bear the<br> following or similar legend (in addition to such other restrictive legends as are required<br> or deemed advisable under any applicable law or any other agreement to which the Company<br> is a party)

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, AN AVAILABLE EXEMPTION THEREFROM, OR A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATES. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

(f)	The<br> Lender consents to the Company making a notation on its records or giving instructions to<br> any transfer agent of the securities of the Company in order to implement the restrictions<br> on transfer set forth and described herein.
2.	REGISTRATION RIGHTS

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.

3.	REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS
(a)	The<br> Parties acknowledge that this Agreement is in addition to and supplements the Loan Agreement.<br> In the event of any discrepancies or conflicts between the terms of the Loan Agreement and<br> this agreement, the provisions of this agreement shall prevail.
(b)	Any<br> amendment to this agreement shall be in writing and signed by, or on behalf of, each party.
(c)	Any<br> waiver of any right or consent given under this agreement is only effective if it is in writing<br> and signed by the waiving or consenting party. It shall apply only in the circumstances for<br> which it is given and shall not prevent the party giving it from subsequently relying on<br> the relevant provision.
(d)	No<br> delay or failure to exercise any right under this agreement shall operate as a waiver of<br> that right.
(e)	No<br> single or partial exercise of any right under this agreement shall prevent any further exercise<br> of that right (or any other right under this agreement).
(f)	Rights<br> and remedies under this agreement are cumulative and do not exclude any other rights or remedies<br> provided by law or otherwise.
4.	SEVERANCE
(a)	The<br> invalidity, unenforceability or illegality of any provision (or part of a provision) of this<br> agreement under the laws of any jurisdiction shall not affect the validity, enforceability<br> or legality of the other provisions.
(b)	If<br> any invalid, unenforceable or illegal provision would be valid, enforceable and legal if<br> some part of it were deleted, the provision shall apply with whatever modification as is<br> necessary to give effect to the commercial intention of the parties.
5.	COUNTERPARTS

This agreement may be executed and delivered in any number of counterparts, each of which is an original and which, together, have the same effect as if each party had signed the same document.

6.	THIRD PARTY RIGHTS

A person who is not a party to this agreement cannot enforce, or enjoy the benefit of, any term of this agreement under Cap. 623 Contracts (Rights of Third Parties) Ordinance.

7.	NOTICES
(a)	Each<br> notice or other communication required to be given under, or in connection with, this agreement<br> shall be:
i.	in<br> writing, delivered personally or sent by pre-paid first-class letter, registered airmail<br> or fax; and
---	---
ii.	sent<br> for the attention of the relevant party to its registered office or to any other addresses<br> or fax numbers that are notified in writing by one party to the other from time to time.
(b)	Any<br> notice or other communication given by a party shall be deemed to have been received:
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i.	if<br> sent by fax, when received in legible form
---	---
ii.	if<br> given by hand, at the time of actual delivery;
iii.	if<br> posted within the United Kingdom, on the second Business Day following the day on which it<br> was despatched by pre-paid first-class post; and
iv.	if<br> posted overseas, on the fifth Business Day following the day on which it was despatched by<br> pre-paid registered airmail.
(c)	A<br> notice or other communication given on a day which is not a Business Day, or after normal<br> business hours in the place of receipt, shall be deemed to have been received on the next<br> Business Day.
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8.	GOVERNING LAW AND JURISDICTION
---	---
(a)	This<br> agreement and any dispute or claim arising out of or in connection with it or its subject<br> matter or formation (including non-contractual disputes or claims) shall be governed by,<br> and construed in accordance with, the law of Hong Kong.
(b)	The<br> parties to this agreement irrevocably agree that the courts of Hong Kong shall have exclusive<br> jurisdiction to settle any dispute or claim that arises out of or in connection with this<br> agreement or its subject matter or formation (including non-contractual disputes or claims).

[Remainderof the page intentionally left blank]

IN WITNESS WHEREOF this agreement has been entered into on the date first stated above.

BORROWER
For<br> and on behalf of
Diginex<br> Solutions (HK) Limited
By:	/s/<br> Mark Blick
Name:	Mark<br> Blick
Title:	CEO
LENDER
For<br> and on behalf of
Rhino<br> Ventures Limited
By:	/s/<br> Miles Pelham
Name:	Miles<br> Pelham
Title:	Director
THE COMPANY
For<br> and on behalf of
Diginex<br> Limited
By:	/s/<br> Mark Blick
Name:	Mark<br> Blick
Title:	CEO

Exhibit 4.8

Exhibit 4.9

Exhibit 4.10

MEMORANDUMOF UNDERSTANDING

ThisMemorandum of Understanding (“Agreement”) is executed on this 17^th^ day of March, 2025 (“ExecutionDate”), by and amongst:

DiginexLimited, a NASDAQ listed company registered under the laws of the Cayman Islands (Registration No. 406606), with its registered office at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (hereinafter referred to as “Diginex”); and

Nomas Global Investments - L.L.C - S.P.C, a Limited Liability Company - Sole Proprietorship Company incorporated under the laws of the Government of Abu Dhabi (hereinafter referred to as “Nomas”).

Diginex and Nomas are hereinafter individually referred to as a “Party” and collectively as the “Parties.”

WHEREAS:

A.	DIGINEX<br> is a NASDAQ-listed entity specializing in ESG and sustainable financing compliance and reporting,<br> utilizing gold-standard industry partnerships, blockchain, and AI technology.
B.	NOMAS,<br> is solely owned by His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan, a distinguished<br> member of the Abu Dhabi Royal Family, possesses the expertise, resources to facilitate strategic<br> business initiatives.
C.	Diginex<br> seeks to expand strategically through a dual listing on the Abu Dhabi Securities Exchange<br> (“ADX”), with a targeted capital raise minimum predominantly in the UAE<br> and GCC of USD 200 million and up to USD 250 million from large institutional long-term investors<br> to support its growth and financing objectives.
D.	Diginex<br> aims to enhance its market presence and shareholder value by leveraging access to a new regional<br> investor base and opportunities in the UAE, broader GCC region and global growth goals.
E.	Nomas<br> has a proven track record in facilitating high-value business initiatives and will be a key<br> regional partner for Diginex in the UAE and GCC, including to support with the ADX listing.

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NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other valuable consideration, the parties hereby agree as follows:

1. PURPOSEAND SCOPE

This Memorandum of Understanding outlines the collaboration framework between Diginex and Nomas to facilitate Diginex with its strategic expansion in the UAE and the broader GCC region which includes assisting with the process to list on the Abu Dhabi Securities Exchange (ADX).

These objectives and terms are defined in Schedule 1: Scope of Strategic Partnership.

2. TERMSOF COLLABORATION

The outline of the financial structure is covered in Schedule 2: Terms. This covers terms related to:

1.	Sponsorship<br> and Collaboration Arrangements;
2.	Capital<br> raising in the UAE and GCC; and
3.	Strategic<br> growth initiatives and partnership.

3. THIRD-PARTYCOSTS

All third-party costs incurred by Diginex including auditor fees, legal expenses, exchange fees, and compliance costs, will be paid at actuals directly by Diginex to the respective service providers.

4. EXECUTIONOF TRANSACTIONAL DOCUMENTS

The Parties seek to negotiate in good faith and execute detailed transactional documents in due course to formalize the arrangements outlined in this Agreement. Such documents shall reflect the terms set forth herein and any additional terms mutually agreed upon by the Parties.

5. PUBLICDISCLOSURE

Diginex and Nomas shall seek approval in writing from each other before issuing any public disclosures or a press release with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statements without the prior consent of the other parties, which shall not be unreasonably withheld.

6. CONFIDENTIALITY

6.1	Without<br> the written consent of the other party, neither party shall disclose to the third party any<br> business secret or related information known during the performance of the Agreement, nor<br> shall it disclose the contents of this Agreement and related materials to any third party,<br> except for those that are required to be disclosed by laws and regulations.
6.2	The<br> confidentiality clause is an independent clause, and this clause is valid regardless of whether<br> this Agreement is signed, changed, cancelled or terminated.

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7. GOVERNINGLAW AND JURISDICTION

This Agreement is governed by the laws of the United Arab Emirates. Disputes shall be resolved under the exclusive jurisdiction of the Abu Dhabi Courts.

INWITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BYDIGINEX LTD

Through its authorized signatory

/s/ Miles Pelham
Name:	Miles<br> Pelham
Designation:	Chairman

Corporate Seal

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BYNOMAS GLOBAL INVESTMENTS - L.L.C - S.P.C

/s/ His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan
Name:	HIS<br> HIGHNESS SHAIKH MOHAMMED BIN SULTAN BIN HAMDAN AL-NAHYAN
Designation:	UBO<br> - Authorized Signatory

Corporate Seal

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SCHEDULE1: SCOPE OF STRATEGIC PARTNERSHIP

1.	Strategic Partnership and Institutional Engagement
1.1.	Nomas<br> will seek to support Diginex to establish key relationships with regional and global financial<br> institutions, banks, and strategic partners aligned with their business objectives. The objective<br> is to collaborate to make the company a leader in the ESG sustainable financing compliance<br> and reporting, utilizing gold-standard industry partnerships, blockchain, and AI technology<br> within the UAE and GCC region. To achieve this, Nomas will:
---	---
-	Make<br> key strategic introductions to various partners, service providers and authorities;
---	---
-	Provide<br> brand recognition for Diginex in the region through association and joint PR;
-	Assist<br> with Business to Government (“B2G”) relationship building.
1.2.	Diginex<br> will lead on the execution of commercial strategy that is jointly agreed above.
---	---
1.3.	All<br> PR efforts must be mutually agreed.
2.	ADX Listing and Capital Raising
---	---

It is agreed that additional funding will be required for Diginex to accelerate growth, and Nomas will seek to support these efforts. This will include:

2.1	Introductions<br> to key authorities and regionally required service providers (Corporate Service Providers,<br> Legal Advisors, Auditors and other regulatory advisors as needed) in the UAE and GCC, related<br> to the ADX Listing.
2.2	Knowledge<br> sharing of regional rules and best practices.
2.3	Introduction<br> to key regional capital providers and jointly work with the management team and advisors<br> to raise up to USD 250 million from large institutional long-term investors predominantly<br> in the UAE and GCC, to support the regional and global growth opportunities.
2.4	Capital<br> raising will be executed in two tranches:
---	---
2.4.1	Initial<br> tranche of up to USD 100 million (“Initial Investment”)
---	---
2.4.2	Additional<br> tranche of up to USD 150 million (“Listing Investment”)
2.5	Aligned<br> with the regional focus, any investment raised in partnership with Nomas up to USD 250 million<br> and deployed in the Nasdaq listed entity as a private placement will be converted into the<br> ADX listed line of stock upon the successful ADX listing of Diginex.
---	---
2.6	Facilitate<br> collaboration with UAE market participants and bodies to ensure broad local investor engagement<br> to help increase liquidity and flow in the ADX listing.
2.7	Jointly<br> participate in PR events, including official announcements relating to ADX dual listing,<br> investment placement, and regional expansion initiatives.
3.	Timeline and Key Deliverables
---	---
3.1	Second week / Mid of March: Execution of this MOU and formal engagement of the Sponsor followed<br> by an official announcement in the second week or mid of March.
---	---
3.2	Q1-Q2 2025: Participation in initial roadshows, investor introductions, authorities and regulators<br> related to ADX listing and marketing to secure formal written commitments for the target<br> fund raise.
3.3	Q2–Q3 2025: Initial Investment drawdown and Completion of the ADX dual listing process, including<br> regulatory approvals and compliance formalities.
3.4	Q3–Q4 2025: Additional Investment drawdown and Execution of acquisition transactions linked<br> to the listing, subject to regulatory clearances and corporate approvals.

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SCHEDULE2: TERMS

The terms of this agreement are divided into “Sponsorship Fees” and “Success Fees” as set out below. These are based on delivery of “Milestones” which are defined below.

1.	MILESTONES:
1.1	MILESTONE 1: Signing of this Memorandum of Understanding (MoU) for release of “Initial Payment”.
1.2	MILESTONE 2: Completion and Drawdown of Initial Investment (USD 100 million) with regional investors<br> in the UAE and GCC introduced by Nomas.
1.3	MILESTONE 3: Completion and Drawdown of Listing Investment (USD 150 million) with regional investors<br> in the UAE and GCC organized by Nomas.
1.4	MILESTONE 4: Successful completion of the ADX listing and any associated capital raise.
2.	SPONSORSHIP FEES
---	---

The Total Sponsorship Fees amount is USD 800,000. The payment structure is as follows:

MILESTONES	USD PAYMENT AMOUNT
Milestone<br> 1 – Initial Payment	400,000
Milestone<br> 2 – USD 100mn Raised	133,333
Milestone<br> 3 – USD 150mn Raised	133,333
Milestone<br> 4 – ADX Listing	133,333
2.1	DISBURSEMENT OF SPONSORSHIP FEES:
---	---

The disbursements of funds will be as follows:

2.1.1	The<br> total amount of Sponsorship Fees of the payment will be held in and paid through an escrow<br> arrangement upon the formal execution of the Agreement between the Parties.
2.1.2	The<br> escrowed funds will be released based on the successful completion of each Milestone.
2.1.3	The<br> funds will be disbursed into the designated accounts upon successful completion of the defined<br> Milestones.
2.1.4	The<br> invoices provided will detail the services provided and other associated costs.
2.1.5	The<br> exact disbursement procedure and timing will be subject to verification and confirmation<br> by the appointed third-party Escrow Agent.
2.1.6	In<br> the event, that a Milestone is not achieved within a predefined timeframe or is not met to<br> the satisfaction of the Parties, the funds may be held or refunded according to the agreed<br> terms.

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---
---	---
3.1	The<br> objective is to raise a minimum of USD 200 million, with a target of up to USD 250 million from investors in the UAE and GCC for strategic acquisitions and expansion.<br> Related to this raise, the Parties agree on the following structure for capital raising efforts<br> and the associated Success Fee for USD 250 million (to be adjusted proportionally for higher<br> or lower amounts raised):
---	---
MILESTONES	USD PAYMENT AMOUNT
---	---
Milestone<br> 2 – USD 100mn Raised	2.33<br> million
Milestone<br> 3 – USD 150mn Raised	2.33<br> million
Milestone<br> 4 – ADX Listing	2.33 million
3.2	Funds<br> from Milestones 2 and 3 can be deployed in Nasdaq listed entity as a private placement or<br> ADX dual listing of Diginex with the understanding that<br> it will be converted into the ADX listed line of stock upon the ADX listing.
---	---
3.3	For<br> Success Fees Milestones 2 and 3, Fees will be payable within 5 business days of receipt of<br> investment funds in Diginex’s bank account.
3.4	Fees<br> may be structured under different components as mutually agreed, subject to legal, regulatory,<br> and compliance guidelines defined by Nasdaq and ADX (if applicable).
3.5	Any<br> equity purchases<br> made by Nomas and its affiliates shall be structured to ensure regulatory compliance.

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Exhibit4.11

MEMORANDUMOF UNDERSTANDING

ThisMemorandum of Understanding (“Agreement”) is executed on this 17^th^ day of March 2025 (“ExecutionDate”), by and amongst:

Al Noor Legal Consultants FZE, a Limited Liability Company incorporated under the laws of the Government of Sharjah (hereinafter referred to as “Al Noor”).

Diginex and Al Noor are hereinafter individually referred to as a “Party” and collectively as the “Parties.”

WHEREAS:

A.	Diginex<br> is a NASDAQ-listed entity specializing in ESG and sustainable financing compliance and reporting,<br> utilizing gold-standard industry partnerships, blockchain, and AI technology.
B.	Al<br> Noor is a UAE registered legal and consulting firm that possesses the expertise and resources<br> to facilitate strategic business initiatives in the region. It leverages strategic partnerships<br> with other professional services firms connecting into various parts of the public, private<br> and governmental sectors and driven by people with deep expertise to deliver value from the<br> region.
C.	Diginex<br> seeks to expand strategically through a dual listing on the Abu Dhabi Securities Exchange<br> (“ADX”), with a targeted capital raise minimum in the UAE and GCC of USD<br> 200 million and up to USD 250 million to support its growth and financing objectives.
D.	Diginex<br> aims to enhance its market presence and shareholder value by leveraging access to a new regional<br> investor base and opportunities in the UAE, broader GCC region and support it’s global<br> growth goals.
E.	Al<br> Noor has capabilities to facilitate high-value business initiatives and will facilitate the<br> coordination of legal, consulting requirements and provide required project coordination<br> support resources to drive the fund raising, ADX listing process, while ensuring regulatory<br> compliance, investor engagement, and market strategy alignment. Al Noor will be connecting<br> the appropriate authorized service providers, subject matter experts, and necessary resources<br> as required by legal and compliance regulations to work directly with Diginex to achieve<br> the goals of this engagement.

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NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other valuable consideration, the parties hereby agree as follows:

1.PURPOSE AND SCOPE

This Memorandum of Understanding outlines the framework for engagement between Diginex and Al Noor to facilitate Diginex with its strategic expansion in the UAE and the broader GCC region which includes assisting with the process by introducing all the qualified and authorized partners, service providers and resources for fund raising from Qualified investors and listing on the Abu Dhabi Securities Exchange (ADX).

These objectives and terms are defined in Schedule 1: Scope of Work - Engagement and Services.

2.TERMS OF ENGAGEMENT AND SERVICES

The outline of the financial structure is covered in Schedule 2: Terms. This covers terms related to:

2.1	Engagement<br> and Services
2.2	Capital<br> raising in UAE and GCC; and
2.3	Strategic<br> growth initiatives and partnership

3.THIRD-PARTY COSTS

All third-party costs incurred by Diginex including auditor fees, legal expenses, exchange fees, and compliance costs, will be paid at actuals directly by Diginex to the respective service providers.

4.EXECUTION OF TRANSACTIONAL DOCUMENTS

The Parties agree to negotiate in good faith and execute detailed transactional documents in due course to formalize the arrangements outlined in this Agreement. Such documents shall reflect the terms set forth herein and any additional terms mutually agreed upon by the Parties.

5.PUBLIC DISCLOSURE

Diginex and Al Noor shall seek approval in writing from each other before issuing any public disclosures or a press release with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statements without the prior consent of the other parties, which shall not be unreasonably withheld.

6.CONFIDENTIALITY

6.1	Without<br> the written consent of the other party, neither party shall disclose to the third party any<br> business secret or related information known during the performance of the Agreement, nor<br> shall it disclose the contents of this Agreement and related materials to any third party,<br> except for those that are required to be disclosed by laws and regulations.
6.2	The<br> confidentiality clause is an independent clause, and this clause is valid regardless of whether<br> this Agreement is signed, changed, cancelled or terminated.

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7.GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the United Arab Emirates. Disputes shall be resolved under the exclusive jurisdiction of the Abu Dhabi Courts.

INWITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BYDIGINEX LIMITED

Through its authorized signatory

/s/ Miles Pelham
Name:	Miles<br> Pelham
Designation:	Chairman

Corporate Seal

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BYAL NOOR GLOBAL INVESTMENTS - L.L.C - S.P.C

Through its authorized signatory

/s/ Yogesh Parekh
Name:	Yogesh<br> Parekh
Designation:	Authorized<br> Signatory

Corporate Seal

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SCHEDULE1: SCOPE OF WORK

ENGAGEMENTAND SERVICES

1.	LEGAL AND CONSULTANCY SUPPORT SERVICES FOR REGIONAL FUNDRAISING AND ADX DUAL LISTING

The Consultancy shall through it strategic partners network provide comprehensive legal advisory, strategic consultancy, and support services to assist the Company in executing its regional fundraising strategy and achieving a dual listing on the Abu Dhabi Securities Exchange (ADX). Al Noor will facilitate introductions to the appropriate authorized service providers, subject matter experts, and necessary resources as required by legal and compliance regulations to work directly with Diginex to achieve the goals of this engagement. The scope of services shall include the following:

1.1	Strategy Scope
1.1.1	Provide<br> strategic legal and regulatory insights for fundraising and ADX dual listing.
---	---
1.1.2	Advise<br> on structuring investment vehicles and legal frameworks for capital raising.
1.1.3	Identify<br> potential strategic paths, regulatory challenges and provide risk mitigation strategies.
1.2	Market Entry, Setup, and Integration
---	---
1.2.1	Market Scan: Conduct legal due diligence on the UAE market, regulatory, and investor climate.
---	---
1.2.2	Evaluation:<br> Support assessment and structure for feasibility and compliance for dual listing.
1.2.3	Infrastructure Setup: Assist in obtaining local licenses, setting up physical and digital infrastructure,<br> and ensuring compliance with UAE requirements.
1.2.4	Planning: Develop a structured roadmap for fund raise, regulatory approvals and financial market<br> integration.
1.3	Strategic Coordination and Project Management
---	---
1.1.4	Oversee<br> and coordinate legal and regulatory processes to align with business objectives.
---	---
1.1.5	Engage<br> to support with financial, legal, and regulatory bodies to ensure smooth execution.
1.1.6	Facilitate<br> ongoing monitoring and compliance throughout the listing process.
1.4	Legal and Support Services
---	---
1.4.1	Legal and Brief Reviews: Conduct legal review of regulatory filings, investor documents, and<br> financial agreements.
---	---
1.4.2	Identification of Subject Matter Experts: Engage specialized legal, advisory, and regulatory professionals<br> to ensure full compliance.
1.4.3	Provide<br> legal oversight to ensure ADX listing and fundraising comply with all UAE and international<br> regulations.
1.5	Execution Support
---	---
1.5.1	Support<br> drafting and review agreements, investor documentation, regulatory filings, and other legal<br> instruments necessary for the listing and fundraising process.
---	---
1.5.2	Support<br> legal review and advisory services in negotiations with regulatory authorities, investors,<br> and financial institutions.

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---
---	---
1.6.1	Identification:<br> Identify and support engagement with relevant UAE-based corporate service providers, legal<br> advisors, financial auditors, and market consultants.
---	---
1.6.2	Briefing and Engagement Support: Provide advisory support in structuring agreements and contracts<br> with service providers.
1.6.3	Coordination Support: Provide liaison support between the Company and local regulatory and financial<br> entities to facilitate smooth operations.
1.7	Regulatory and Stakeholder Engagement
---	---
1.7.1	Introduce<br> and support engagement with key regulatory bodies, including the ADX, UAE Securities and<br> Commodities Authority (SCA), and UAE Central Bank.
---	---
1.7.2	Facilitate<br> relationships with UAE-based institutional investors, government entities, and industry bodies<br> to support the listing process.
2	SUPPORT WITH CAPITAL RAISING AND MARKET DEVELOPMENT STAGE
---	---

The Consultancy shall assist the Company in the process of securing capital funding and developing strategic market positioning in the UAE, in line with its global expansion and acquisition strategy.

2.1	Capital Raising Strategy
2.1.1.	Assist<br> with legal and consulting scope for the Company in securing a targeted capital raise in the<br> UAE and GCC of up to USD 250 million to support acquisitions and strategic expansion.
---	---
2.1.2	Investment Tranches:
2.1.2.1	Initial<br> tranche of up to USD 100 million (“First Investment”).
---	---
2.1.2.2	Additional<br> tranche of up to USD 150 million (“Second Investment”).
2.1.3	Assistance<br> to engage resources to ensure compliance with UAE securities laws and ADX regulations regarding<br> capital raising and investment deployment.
---	---
2.1.4	Advise<br> on the conversion of private placement investments into ADX-listed stock upon successful<br> listing.
2.1.5	Assistance<br> to draft and negotiate investor agreements, term sheets, and compliance documentation.
2.2	Market Development and Investor Engagement
---	---
2.2.2	Advise<br> on legal and strategic frameworks for UAE-based investor engagement, including structuring<br> and investment terms.
---	---
2.2.3	Facilitate<br> collaboration with UAE market participants, financial institutions, and regulatory bodies.
2.2.4	Advise<br> on corporate governance, transparency, and compliance requirements for institutional investors.
2.2.5	Support<br> in structuring joint ventures, strategic alliances, and co-investment agreements with UAE-based<br> entities.
2.3	Legal Risk Management and Compliance
---	---
2.3.2	Assist<br> with outlining legal compliance framework for cross-border capital raising and dual listing.
---	---
2.3.3	Assist<br> in legal oversight to ensure compliance with investors requirements for UAE and Nasdaq listing<br> requirements.

This Scope of Work is subject to periodic review and updates to align with regulatory changes, market conditions, and the evolving needs of the Company.

1.	Timeline of Regional Fundraising and Adx Dual Listing
1.1	Second week / Mid of March: Execution of this MOU and formal engagement of the Al Noor followed<br> by an official announcement in the second week or mid of March.
---	---
1.2	Q1-Q2 2025: Assistance for preparation with initial roadshows, investor meetings and conversations<br> with authorities and regulators related to ADX listing and marketing to secure formal written<br> commitments for the target fund raise.
3.1	Q2–Q3 2025: Initial Investment drawdown and Completion of the ADX dual listing process, including<br> regulatory approvals and compliance formalities.
3.2	Q3–Q4 2025: Additional Investment drawdown and Execution of acquisition transactions linked<br> to the listing, subject to regulatory clearances and corporate approvals.

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SCHEDULE2: TERMS

The terms of this agreement are divided into “Engagement Fees” and “Success Fees” as set out below.

These are based on delivery of “Milestones” which are defined below.

1.	RISKED ENGAGEMENT FOR SUCCESS

Al Noor has agreed to work on minimal Engagement Fees and risked Success Fees contingent to Diginex passing commercial, technical and intangible due diligences that Diginex will be subject to by the prospective investors and authorities related to the scope of this agreement.

2.	MILESTONES:
2.2	MILESTONE 1: Signing of this Memorandum of Understanding (MoU) for release of “Initial Payment”.
---	---
2.3	MILESTENE 1.1: April 15^th^, 2025 - Working Funds Payment to Al Noor to support active<br> engagement of resources and time to fulfil the scope of this Agreement.
2.4	MILESTONE 2: Completion and Drawdown of Initial Investment (USD 100 million) with regional investors<br> within the scope of this contract.
2.5	MILESTONE 3: Completion and Drawdown of Listing Investment (USD 150 million) with regional investors<br> within the scope of this contract.
2.6	MILESTONE 4: Successful completion of the ADX listing and any associated capital raise.
3	ENGAGEMENT FEES
---	---

3.1 The Total Engagement Fees amount is USD 650,000. The payment structure is as follows:

MILESTONES	USD PAYMENT AMOUNT
Milestone<br> 1 – Initial Payment	250,000
Milestone<br> 1.1 – Working Funds Payment	150,000
Milestone<br> 2 – USD 100mn Raised	83,333
Milestone<br> 3 – USD 150mn Raised	83,333
Milestone<br> 4 – ADX Listing	83,333
3.2	DISBURSEMENT OF ENGAGEMENT FEES:
---	---

The disbursements of funds will be as follows:

3.2.1	The<br> amount of Engagement Fees will be paid as per Milestone via Bank Transfer against completion<br> of each of the Milestones.
3.2.2	Al<br> Noor will provide Invoice with designated bank details for each Milestone payment.
3.2.3	The<br> Invoice will be payable immediately upon completion of each Milestone defined in this Agreement.
3.2.4	For<br> some Milestone payments, Al Noor shall nominate partner service providers utilized to deliver<br> the scope of engagement outlined in this agreement to be paid in partial or full amounts<br> against formal invoices and supporting documentation as required.

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---
---	---
4.2.1	The<br> objective is to support the raise of a minimum of USD 200 million, with a target of<br> up to USD 250 million for strategic acquisitions and expansion. Related to this raise,<br> the Parties agree on the following structure for capital raising efforts and the associated<br> Success Fee for USD 250 million (to be adjusted proportionally for higher or lower amounts<br> raised):
---	---
MILESTONES	USD PAYMENT AMOUNT
---	---
Milestone<br> 2 – USD 100mn Raised	9,236,667
Milestone<br> 3 – Additional USD 150mn Raised	9,236,667
Milestone<br> 4 – ADX Listing	9,236,667

4.2.2	Funds<br> from Milestones 2 and 3 can be deployed in Nasdaq listed entity as a private placement or<br> ADX dual listing of Diginex with the understanding that it will be converted into the ADX<br> listed line of stock upon the ADX listing.
4.2.3	For<br> Success Fee Milestones 2 and 3, Fees will be payable within 5 business days of receipt of<br> investment funds in Diginex’s bank account.
4.2.4	Fees<br> may be structured under different components and certain amounts shall be split to be paid<br> directly to partner service providers assisting in the delivery of the scope of engagement.<br> Any assignments to the above payment amounts will be mutually agreed, subject to legal, regulatory,<br> and compliance guidelines defined by Nasdaq and ADX (if applicable).
4.2.5	Any<br> equity purchases made by Al Noor and its affiliates shall be structured to ensure regulatory<br> compliance.

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Exhibit 4.12

Exhibit 4.13

Exhibit 4.14

DiginexLimited

and

MatterDK ApS

LOANAGREEMENT

Confidential

THISAGREEMENT is dated 23^rd^ May 2025 and is made

BETWEEN:

(1)	Diginex Limited whose registered address 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009 Cayman<br> Islands (the” Lender”);
(2)	Matter DK ApS, a company incorporated in Denmark whose registered company CVR number is 38402021,<br> and whose registered office is at Toldbodgade 31,3. Floor, 1253 Copenhagen, Denmark (the<br> “Borrower”)

The Lender and the Borrower together the “Parties”.

WHEREAS:

(1)	The<br> Lender has agreed to provide the Borrower with the Loan upon the terms and subject to the<br> conditions of this Agreement.

ITIS HEREBY AGREED:

1.	Definitions And Interpretation
1.1	The<br> definitions and rules of interpretation in this clause apply in this agreement.
“Business Day”	a<br> day (other than a Saturday or a Sunday) on which commercial banks are open for general business in London;
---	---
“Event of Default”	any<br> event or circumstance listed in Schedule 1;
“Loan”	the<br> total principal amount outstanding under this agreement;
“Indebtedness”	any<br> obligation to pay or repay money, present or future, whether actual or contingent, sole or joint;
“MOU”	Memorandum<br> of Understanding as signed by the parties on 23 May 2025 in relation to the Acquisition.
“Acquisition”	The<br> completion of the purchase of 100% of the share capital of the Borrower by the Lender.
“EUR”	EURO,<br> currency of European Union
1.2	Clause,<br> schedule and paragraph headings do not affect the interpretation of this agreement.
---	---
1.3	A<br> reference to a person shall include a reference to an individual, firm, company, corporation,<br> unincorporated body of persons, or any state or any agency of that person).
1.4	A<br> reference to a statute, statutory provision or subordinate legislation is a reference to<br> it as it is in force for the time being, taking account of any amendment or extension, or<br> re-enactment and includes any former statute, statutory provision or subordinate legislation<br> which it amends or re-enacts.

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| --- | --- | | 1.5 | A reference to a clause or schedule is to a clause of or a schedule to this agreement unless the context requires otherwise. | | --- | --- | | 1.6 | A reference to writing or written includes faxes but not e-mail. | | 1.7 | Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. | | 1.8 | Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular. | | 1.9 | A reference to continuing in relation to an Event of Default means an Event of Default which has not been remedied or waived. | | 2. | The LOAN | | --- | --- |

The Lender will loan to the Borrower a total principal amount of EUR250,000 on the terms and subject to the conditions of this agreement.

The loan will be drawn down in three tranches:

Within 3 business days of the date<br> of this MOU	EUR 150,000
30 days following the signing of the MOU	EUR 50,000
60 days after the signing of the MOU	EUR 50,000
3.	INTEREST
---	---
3.1	The<br> Borrower shall pay interest on the Loan at a rate of 5% per annum, accruing from the day<br> the Loan principal is credited to the Borrower’s bank account until Repayment Date.
3.2	If<br> the Borrower fails to make any payment due under this agreement on the due date for payment,<br> interest on the unpaid amount shall accrue daily, from the date of non-payment to the date<br> of actual payment, at a rate of 25% per annum.
4.	REPAYMENT OF OUTSTANDING LOAN

Repayment

4.1	The<br> Borrower will repay all amounts outstanding together with all accrued interest only if the<br> Lender fails to acquire 100% of the share capital of the Borrower under permitted reasons<br> disclosed in the MOU. Repayment will be due 60 days after notification from the Lender that<br> they will not proceed with the Acquisition.

Early Repayment

4.2	This<br> Loan can be repaid early at the discretion of the Borrower any time from the date of this<br> Agreement
4.3	This<br> Loan must be repaid immediately with the proceeds raised from either a debt or equity placing<br> made by the Borrower.

| 2/6 | Confidential |

| --- | --- | | 5. | PAYMENTS | | --- | --- | | 5.1 | All payments made by the Borrower under this agreement shall be in EUR: | | (a) | in full, without any deduction, set-off or counterclaim; and | | --- | --- | | (b) | in immediately available cleared funds on the due date to the account that the Lender may specify to the Borrower. | | 5.2 | Time shall be of essence in making each payment under this agreement. | | --- | --- | | 6. | Event Of Default | | --- | --- |

At any time after an Event of Default has occurred and is continuing, the Lender may give notice to the Borrower, stating that the Loan is immediately due and payable or payable on demand.

7.	Costs

Each party shall pay its own costs in relation to the preparation and negotiation of the terms of this agreement.

8.	Remedies, Waivers, Amendments And Consents
8.1	Any<br> amendment to this agreement shall be in writing and signed by, or on behalf of, each party.
---	---
8.2	Any<br> waiver of any right or consent given under this agreement is only effective if it is in writing<br> and signed by the waiving or consenting party. It shall apply only in the circumstances for<br> which it is given and shall not prevent the party giving it from subsequently relying on<br> the relevant provision.
8.3	No<br> delay or failure to exercise any right under this agreement shall operate as a waiver of<br> that right.
8.4	No<br> single or partial exercise of any right under this agreement shall prevent any further exercise<br> of that right (or any other right under this agreement).
8.5	Rights<br> and remedies under this agreement are cumulative and do not exclude any other rights or remedies<br> provided by law or otherwise.
9.	Severance
---	---
9.1	The<br> invalidity, unenforceability or illegality of any provision (or part of a provision) of this<br> agreement under the laws of any jurisdiction shall not affect the validity, enforceability<br> or legality of the other provisions.
---	---
9.2	If<br> any invalid, unenforceable or illegal provision would be valid, enforceable and legal if<br> some part of it were deleted, the provision shall apply with whatever modification as is<br> necessary to give effect to the commercial intention of the parties.
10.	Counterparts
---	---

This agreement may be executed and delivered in any number of counterparts, each of which is an original and which, together, have the same effect as if each party had signed the same document.

11.	Third Party Rights

A person who is not a party to this agreement cannot enforce, or enjoy the benefit of, any term of this agreement.

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| --- | --- | | 12. | Notices | | --- | --- | | 12.1 | Each notice or other communication required to be given under, or in connection with, this agreement shall be: | | --- | --- | | (a) | in writing, delivered personally or sent by pre-paid first-class letter, registered airmail or fax; and | | --- | --- | | (b) | sent for the attention of the relevant party to its registered office or to any other addresses or fax numbers that are notified in writing by one party to the other from time to time. | | 12.2 | Any notice or other communication given by a party shall be deemed to have been received: | | --- | --- | | (a) | if sent by fax, when received in legible form; | | --- | --- | | (b) | if given by hand, at the time of actual delivery; | | (c) | if posted within the Denmark, on the second Business Day following the day on which it was despatched by pre-paid first-class post; and | | (d) | if posted overseas, on the fifth Business Day following the day on which it was despatched by pre-paid registered airmail. | | 12.3 | A notice or other communication given as described in clause 12.2(a) or clause 12.2(b) on a day which is not a Business Day, or after normal business hours in the place of receipt, shall be deemed to have been received on the next Business Day. | | --- | --- | | 13. | Governing Law And Jurisdiction | | --- | --- | | 13.1 | This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of Cayman Islands. | | --- | --- | | 13.2 | The parties to this agreement irrevocably agree that the courts of Cayman Islands shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). |

IN WITNESS WHEREOF this agreement has been entered into on the date first stated above.

| 4/6 | Confidential |

| --- | --- |

Schedule1

EVENTSOF DEFAULT

1.	Non-payment

The Borrower fails to pay any sum payable under this agreement when due, unless its failure to pay is caused solely by an administrative error or technical problem and payment is made within three Business Days of its due date.

2.	Insolvency
2.1	The<br> Borrower stops or suspends payment of any of its debts, or is unable to, or admits its inability<br> to pay its debts as they fall due.
---	---
2.2	The<br> Borrower commences negotiations, or enters into any composition or arrangement, with one<br> or more of its creditors with a view to rescheduling any of its Indebtedness (because of<br> actual or anticipated financial difficulties).
2.3	A<br> moratorium is declared over any of the Borrower’s Indebtedness.
2.4	Any<br> bona fide action, proceedings, procedure or step is taken for:
(a)	the<br> suspension of payments, winding up, dissolution, administration or reorganisation (using<br> a voluntary arrangement, scheme of arrangement or otherwise) of the Borrower; or
---	---
(b)	the<br> appointment of a liquidator, receiver, administrative receiver, administrator, compulsory<br> manager or other similar officer in respect of the Borrower or any of its assets.
2.5	A<br> distress, attachment, execution, expropriation, sequestration or other legal process is levied,<br> enforced or sued out on, or against, the Borrower’s assets and is not discharged or<br> stayed within 21 days.
---	---
2.6	An<br> event or circumstance referred to in paragraphs 2.1 – 2.5 inclusive shall not apply<br> to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed<br> within 14 days of commencement or, if earlier, the date on which it is advertised.
3.	Illegality
---	---

All or any part of this agreement becomes invalid, unlawful, unenforceable, terminated, disputed or ceases to have full force and effect.

4.	Repudiation

The Borrower repudiates (or shows an intention to repudiate) this agreement.

| 5/6 | Confidential |

| --- | --- | | Executed by Diginex Limited as Lender | ) | Miles Pelham | | --- | --- | --- | | | ) | Chairman | | | ) | | | | | /s/ Miles Pelham | | | | ............................................................. | | Executed by Matter DK ApS as Borrower | ) | Niels Fibaek-Jensen | | --- | --- | --- | | | ) | Chief Executive Officer | | | ) | /s/ Niels Fibaek-Jensen | | | | ............................................................ |

| 6/6 | Confidential |

| --- | --- |

Exhibit 4.15

Exhibit 4.16

Exhibit 4.17

Exhibit 4.18

Exhibit4.19

SERVICE AGREEMENT

1.	DEFINITIONS

Affiliatemeans, with respect to a given person, another person that, directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person. As used herein, the term “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of such person, whether through ownership of voting securities, by contract or otherwise.

AvailableServices means any services that are provided from diginex.

CustomerSites means the Customer’s sites specified in accordance with the relevant Statement of Work at which the Services is to be performed.

PersonalData means, without limitation: personally identifiable information or personal data as defined under the laws of the respective jurisdiction applicable to the Services to be performed and, in any event, (i) any information that can be used to distinguish or trace an individual’s identity, such as person’s name, date and place of birth, biometric records mother’s maiden name, address, email address, telephone number, social security number, state identification or driver’s license numbers, account information, PIN numbers, access and security codes, login information; and (ii) any other information that is linked or linkable to an individual, such as information about a person’s sex, age, income, health or medical information, educational, financial and employment information. Personal Information includes whole or partial copies of such information or materials derived from such information.

2.	GRANT

Diginex hereby grants to the Customer, subject to the terms and conditions of this Agreement, a non-exclusive right to promote the Diginex brand and its services for the Purpose. If Customer is promoting any other company with competing service offering in the same Territories or to the same client network, Customer is obliged to inform Diginex.

3.	SCOPE OF AGREEMENT
A.	Diginex<br> shall on an expedited basis provide Aikya with a customized White Label version of diginexESG<br> (the “Licensed Software”).
---	---
B.	The<br> Licensed Software is provided on an as-is basis, and Aikya has the perpetual right to use<br> the software without requiring future modifications or enhancements from Diginex. Any updates<br> or maintenance services shall be subject to a separate agreement and are not necessary for<br> the continued use of the Licensed Software
---	---
C.	Aikya<br> may, at its discretion, enter into a separate Maintenance and Service Agreement with Diginex<br> for ongoing support, updates, and enhancements. The availability of such services does not<br> affect Aikya’s rights under the Licensed Software Agreement.
---	---
D.	This<br> Licensed Software Agreement does not include any future updates, enhancements, or modifications<br> to the Licensed Software. Any such updates will be provided under a separate Maintenance<br> and Service Agreement, if applicable.
---	---
E.	Diginex<br> shall have no further obligations or involvement related to the Licensed Software after delivery,<br> except as may be separately agreed in a Maintenance and Service Agreement.
---	---
4.	COVENANTS, REPRESENTATIONS AND WARRANTIES
---	---
A.	Each<br> Party hereto represents and warrants, as far as applicable, that:
---	---
(a)	it<br> is a corporation duly organized, validly existing and in good standing under the laws of<br> its state of incorporation;
---	---
(b)	it<br> has never been declared bankrupt;
---	---
(c)	it<br> has the corporate power and authority to enter into this Agreement, and the execution, delivery<br> and performance of this Agreement and the transactions and other documents contemplated hereby<br> have been duly authorized by all necessary corporate action;
---	---

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SERVICE AGREEMENT

(d)	it<br> will immediately notify the other if it becomes aware of any change in regulatory requirements,<br> or reasonably foreseeable change in regulatory requirements, or any events that is likely<br> to materially affect either Party’s obligations, revenues or costs under, or any material<br> term of, this Agreement;
5.	TERMS OF PAYMENT
---	---
A.	Customer<br> agrees to pay an upfront license fee with a total of ,<br> which is a fixed, one-time and non-refundable fee for the right to use and distribute the<br> Licensed Software. This upfront license fee is not contingent upon any future revenue generation<br> by Customer.
---	---

The first payment of should be made on the delivery of software and the second payment of $500,000 should be made before 30th June 2025. The second payment is non-conditional.

Diginex and Customer agree to a revenue share of Diginex’s standard software pricing for all clients introduced by Customer who sign on to Diginex products (the “Revenue-sharing”). The Revenue-sharing shall be calculated based on the greater of (i) the actual contract value agreed with the clients or (ii) Diginex’s standard pricing applicable to clients (the “Standard Pricing”). The Revenue-sharing shall only commence once Customer has accumulated a total of $900,000 in revenue of clients’ annual contract value (the “Revenue Threshold”). Prior to reaching the Revenue Threshold, no Revenue-sharing payments shall be due under this agreement.

The Revenue-Sharing obligation by Customer is a separate financial arrangement and does not constitute an ongoing service, support, or maintenance obligation by Diginex. Diginex shall have no continuing performance obligations related to the Licensed Software beyond the initial delivery.

The Customer shall provide a quarterly statement detailing the revenue earned from the clients’ annual contract value. This statement must be submitted no later than the 10th day following the end of each calendar quarter.

C.	The<br> Standard Pricing to be locked for 3 years for any clients who sign up during the period of<br> this agreement. New features can be charged incrementally. Any increases to the Standard<br> Pricing will be capped at 10% per year and shall not be applied retroactively to clients<br> who have already signed up to diginexESG. Customer shall not charge clients at a price lower<br> than the Standard Pricing.
D.	Payment<br> from Customer to Diginex is made in US dollars (USD).
---	---
E.	Should<br> Customer have any queries or dispute in relation to the invoice, Customer must notify Diginex<br> in writing within ten (10) days of your receipt of the invoice setting out the reasons for<br> such dispute.
---	---
F.	Payment<br> by Customer under this Agreement is due and payable on receipt of an invoice and paid within<br> thirty (30) days or as explicitly expressed. Fees not received within thirty (30) days of<br> the date of an invoice shall be subject to interest charges for all overdue amounts at the<br> lower of the rate of one percent (1%) per month, or the maximum rate permitted by law. Fees<br> are exclusive of applicable VAT or relevant local sales tax or any other applicable taxes.<br> All amounts due to Customer under this Agreement, unless otherwise specified by Diginex,<br> shall be in US dollars.
---	---
6.	DIGINEX RESPONSIBILITIES
---	---
A.	Diginex<br> shall help train Customer for initial training on user features after which any further training,<br> support or related activities would fall under a Maintenance and Service agreement.
---	---
B.	Diginex<br> will not approach prospects or clients introduced by Aikya without express permission from<br> Aikya.
---	---

| Confidential |

| --- |

SERVICE AGREEMENT

7.	CUSTOMER’S RESPONSIBILITIES
A.	The<br> Customer will market and re-sell Diginex’ services to their client network
---	---
B.	The<br> Customer can introduce Clients to Diginex and co-drive sales process of said clients in case<br> of enterprise deals
---	---
C.	The<br> Customer will pay for all marketing costs related to their distribution of Diginex products<br> in the Territories.
---	---
8.	CONFIDENTIALITY
---	---
A.	Each<br> Party acknowledges and agrees that during the provision of the Services, Confidential Information<br> will be or has been disclosed by the Customer, its Affiliate, and or its clients (the “Disclosing Party”) to Diginex (such Party a “Receiving Party”). The Parties<br> further agree that the obligation of confidentiality in this Agreement shall continue in<br> full force and effect after the expiry of or the termination of this Agreement until the<br> information properly comes into the public domain (without the breach of any of the provisions<br> in this Clause 10).
---	---
(a)	The<br> term “Confidential Information” for the purpose of this Agreement shall mean:
---	---
i.	any<br> and all information disclosed, furnished or communicated by or on behalf of the Disclosing<br> Party to the Receiving Party in connection with the purposes contemplated in this Agreement;<br> or
---	---
ii.	any<br> and all information disclosed by the Disclosing Party to the Receiving Party which is in<br> writing or other tangible form and clearly marked as proprietary or confidential at the time<br> of disclosure or which is not in tangible form but is clearly identified by the Disclosing<br> Party as proprietary or confidential at the time of disclosure; and
---	---
iii.	any<br> and all information which the Receiving Party knows or should reasonably have known to be<br> of a confidential nature
---	---
(b)	Notwithstanding<br> any other provision of this Agreement, the Parties acknowledge that Confidential Information<br> shall not include any information that:
---	---
i.	is<br> or becomes publicly available without breach of this Agreement;
---	---
ii.	was<br> previously in the possession of the Receiving Party and which was not acquired directly or<br> indirectly from the Disclosing Party as evidenced by written records;
---	---
iii.	a<br> Party lawfully receives without any obligation of confidentiality from a third party who<br> is entitled to disclose such information lawfully and without being in breach of confidentiality<br> undertakings; or
---	---
iv.	is<br> required to be disclosed by law.
---	---
B.	The<br> Receiving Party undertakes and agrees to:
---	---
(a)	maintain<br> Confidential Information, including the existence of this Agreement and the terms thereof,<br> in confidence and the same will not be disclosed to or used by any person except as provided<br> herein. The Receiving Party agrees that it will treat all Confidential Information with at<br> least the same degree of care as it accords its own confidential information. The Receiving<br> Party further represents that it exercises at least reasonable care to protect its own confidential<br> information. The Receiving Party agrees that it will disclose Confidential Information only<br> to those of its agents, employees or contractors, if any, who need to know such information<br> for the execution of the service, and certifies that, unless such persons are under express<br> written obligations of confidentiality or obligations of confidentiality imposed by rule,<br> law, or custom, such persons have previously signed a copy of this Agreement;
---	---
(b)	If<br> required by law to disclose any Confidential Information, the Receiving Party will promptly<br> inform the disclosing Party of any information it believes comes within the circumstances<br> and take reasonable efforts to minimize the extent of any required disclosure and to obtain<br> an undertaking from the recipient to maintain the confidentiality thereof;
---	---

| Confidential |

| --- |

SERVICE AGREEMENT

(c)	that<br> the Receiving Party acquires no rights of ownership or title, license, or other intellectual<br> property rights in the Confidential Information and will no assert any rights thereupon.<br> If such rights were nevertheless to have accrued to it for any reason whatsoever, the Receiving<br> Party will assign, dispose or otherwise transfer (and effect the transfer of) the full and<br> exclusive ownership of all such rights to the Disclosing Party free of charge, or for a nominal<br> fee. Nothing herein contained will be deemed to limit or restrict the rights of the Disclosing<br> Party to assert claims for copyright or patent infringement or other violation of its intellectual<br> property rights against the Receiving Party;
(d)	The<br> Receiving Party will not decompile any software or reverse engineer any software, or other<br> product or process, part of the Services;
---	---
(e)	Anything<br> to the contrary in this Agreement notwithstanding, the Receiving Party acknowledges and agrees<br> that due to the unique nature of the Confidential Information, there can be no adequate remedy<br> at law for any breach of its obligations hereunder, that any such breach may result in irreparable<br> harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof,<br> the Disclosing Party will be entitled to apply for injunctive relief from a court of competent<br> jurisdiction to restrain any threatened or continued breach of this Agreement. Furthermore,<br> the Receiving Party will notify the disclosing Party in writing immediately upon the occurrence<br> of any such unauthorized release or other breach of which it is aware.
---	---
C.	The<br> Receiving Party will at any time, upon request from the Disclosing Party option either: (i)<br> return to the disclosing Party all Confidential Information in its possession or control<br> together with all information and documentation containing, comprising or relating in any<br> way to the Confidential Information, or (ii) destroy all copies of the Confidential Information<br> in its possession or control together with all information and documentation containing,<br> comprising or relating in any way to the Confidential Information, and certify that the Confidential<br> Information has been destroyed.
---	---
9.	PERSONAL DATA AND DATA PRIVACY POLICY
---	---
A.	Diginex<br> refer to its privacy and data policy applicable to all customers, found in the footer of<br> Diginex’s website www.Diginex.com. Any update to the policy provided on website during<br> the Term shall be applicable to Customer and its clients. Details found here: www.diginex.com/privacy-policy
---	---
10.	TERM AND TERMINATION
---	---

TERMINATION FOR CAUSE

A.	Diginex<br> shall have the right to terminate this Agreement at any time upon thirty (30) days prior<br> written notice if the Customer:
(a)	fails<br> to provide accurate quarterly clients’ revenue information;
---	---
(b)	delays<br> for more than thirty (30) calendar days in effecting any payment due Diginex under this Agreement<br> in the manner specified in Clause 2 of this Agreement; or
---	---
(c)	has<br> infringed Diginex’s IP Rights.
---	---
B.	The<br> Customer shall have the right to terminate this Agreement immediately if Diginex:
---	---
(a)	knowingly<br> approaches any of the Customers clients without prior agreement; or
---	---
(b)	is<br> in breach of any of the material terms of this Agreement upon written notice from the Customer.
---	---

11.	GOVERNING LAW – VENUE
A.	This<br> Agreement will be governed by, and construed and enforced in accordance with, the laws of<br> Hong Kong, without giving effect to the principles of conflicts of law thereof.
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| Confidential |

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****

SERVICE AGREEMENT

1.	DEFINITIONS

AvailableServices means any services that are provided from diginex.

CustomerSites means the Customer’s sites specified in accordance with the relevant Statement of Work at which the Services is to be performed.

2.	GRANT

Diginex granted to the Customer, subject to the terms and conditions of the Licensed Software Agreement, a non-exclusive right to promote the Diginex brand and its services for the Purpose. If Customer is promoting any other company with competing service offering in the same Territories or to the same client network, Customer is obliged to inform Diginex.

3.	SCOPE OF AGREEMENT
A.	Customer<br> and Diginex agree to enter a Maintenance and Service Contract. Customer may ask Diginex to<br> provide any or all available services to their client network.
---	---
B.	This<br> Maintenance and Service Agreement is a separate and independent contract from the Licensed<br> Software Agreement. The rights granted under the Licensed Software Agreement are not contingent<br> upon the execution, continuation, or renewal of this Maintenance and Service Agreement.
---	---
C.	Termination<br> or non-renewal of this Maintenance and Service Agreement shall not affect Customer’s<br> rights under the Licensed Software Agreement. Customer shall retain full rights to use the<br> Licensed Software in accordance with the Licensed Software Agreement, independent of any<br> or all Available Services providing to clients or maintenance service.
---	---
D.	Either<br> party may propose changes to the scope or execution of the Services, but no proposed changes<br> will come into effect until a relevant change order (Change Order) has been signed by both<br> parties. A Change Order will be a document setting out the proposed changes and the effect<br> that those changes will have on:
---	---
(a)	the<br> Services;
---	---
(b)	the<br> Fees and Expenses;
---	---
(c)	the<br> Services timetable; and
---	---
(d)	any<br> of the other terms of contract.
---	---
E.	If<br> Diginex wishes to make a change to the Services, it will provide a draft Change Order to<br> Customer.
---	---
F.	If<br> the Customer wishes to make a change to the Services:
---	---
(a)	it<br> will notify Diginex and provide as much detail as Diginex reasonably requires of the proposed<br> changes, including the timing of the proposed change; and
---	---
(b)	Diginex<br> will, as soon as reasonably practicable after receiving the information, provide a draft<br> Change Order to the Customer.
---	---

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SERVICE AGREEMENT

G.	If<br> the Parties:
(a)	agree<br> to a Change Order, they will sign it and that Change Order will amend contract or relevant<br> documentation.
---	---
4.	COVENANTS, REPRESENTATIONS AND WARRANTIES
---	---
A.	Each<br> Party hereto represents and warrants, as far as applicable, that:
---	---
(a)	it<br> is a corporation duly organized, validly existing and in good standing under the laws of<br> its state of incorporation;
---	---
(b)	it<br> has never been declared bankrupt;
---	---
(c)	it<br> has the corporate power and authority to enter into this Agreement, and the execution, delivery<br> and performance of this Agreement and the transactions and other documents contemplated hereby<br> have been duly authorized by all necessary corporate action;
---	---
(d)	it<br> will immediately notify the other if it becomes aware of any change in regulatory requirements,<br> or reasonably foreseeable change in regulatory requirements, or any events that is likely<br> to materially affect either Party’s obligations, revenues or costs under, or any material<br> term of, this Agreement;
---	---
5.	TERMS OF PAYMENT
---	---
A.	Customer<br> agrees to pay Diginex a total fee of <br> for upgrades, maintenance, and marketing support for a 36-month period.
---	---
B.	Payment<br> from Customer to Diginex is made in US dollars (USD).
---	---
C.	Any<br> invoice due to Customer shall be calculated by Diginex at time of client acquisition, upon<br> receipt of commercial terms between Client and Customer. Customer shall provide, in an agreed<br> format, any supporting documentation relating to the calculation of the discount and commercial<br> deal.
---	---
D.	Should<br> Customer have any queries or dispute in relation to the invoice, Customer must notify Diginex<br> in writing within ten (10) days of your receipt of the invoice setting out the reasons for<br> such dispute.
---	---
E.	Payment<br> by Customer under this Agreement is due and payable on receipt of an invoice and paid within<br> thirty (30) days or as explicitly expressed. Fees not received within thirty (30) days of<br> the date of an invoice shall be subject to interest charges for all overdue amounts at the<br> lower of the rate of one percent (1%) per month, or the maximum rate permitted by law. Fees<br> are exclusive of applicable VAT or relevant local sales tax or any other applicable taxes.<br> All amounts due to Customer under this Agreement, unless otherwise specified by Diginex,<br> shall be in US dollars.
---	---
F.	Non-embarrassment.<br> Customer shall not apply any inside costs, any bundle sales arrangement, shift payment to<br> services, or implement any other like measure as may have the effect of reducing the value<br> of Diginex revenue share such that the revenue share shall always represent a direct pass<br> through of the allocated percentage of fees set forth.
---	---
G.	Diginex<br> provide licenses exclusively to Aikya for resale to clients in the Territory.
---	---
H.	A<br> maintenance agreement as described in Schedule A is an optional service that the Customer<br> can subscribe to or decline
---	---

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6.	DIGINEX RESPONSIBILITIES
A.	Diginex<br> shall provide support to Customer as per any other client of Diginex, including joining Customer<br> in client pitches and providing Customer with marketing collaterals. Diginex shall help train<br> Customer clients on user features and help to resolve technical queries raised by the client.
---	---
B.	Diginex<br> will not approach prospects or clients introduced by Aikya without express permission from<br> Aikya.
---	---
7.	CUSTOMER’S RESPONSIBILITIES
---	---
A.	The<br> Customer will market and re-sell Diginex’ services to their client network
---	---
B.	The<br> Customer can introduce Clients to Diginex and co-drive sales process of said clients in case<br> of enterprise deals
---	---
8.	CONFIDENTIALITY
---	---
A.	Each<br> Party acknowledges and agrees that during the provision of the Services, Confidential Information<br> will be or has been disclosed by the Customer, its Affiliate, and or its clients (the “Disclosing Party”) to Diginex (such Party a “Receiving Party”). The Parties<br> further agree that the obligation of confidentiality in this Agreement shall continue in<br> full force and effect after the expiry of or the termination of this Agreement until the<br> information properly comes into the public domain (without the breach of any of the provisions<br> in this Clause 10).
---	---
(a)	The<br> term “Confidential Information” for the purpose of this Agreement shall mean:
---	---
i.	any<br> and all information disclosed, furnished or communicated by or on behalf of the Disclosing<br> Party to the Receiving Party in connection with the purposes contemplated in this Agreement;<br> or
---	---
ii.	any<br> and all information disclosed by the Disclosing Party to the Receiving Party which is in<br> writing or other tangible form and clearly marked as proprietary or confidential at the time<br> of disclosure or which is not in tangible form but is clearly identified by the Disclosing<br> Party as proprietary or confidential at the time of disclosure; and
---	---
iii.	any<br> and all information which the Receiving Party knows or should reasonably have known to be<br> of a confidential nature
---	---
(b)	Notwithstanding<br> any other provision of this Agreement, the Parties acknowledge that Confidential Information<br> shall not include any information that:
---	---
i.	is<br> or becomes publicly available without breach of this Agreement;
---	---
ii.	was<br> previously in the possession of the Receiving Party and which was not acquired directly or<br> indirectly from the Disclosing Party as evidenced by written records;
---	---
iii.	a<br> Party lawfully receives without any obligation of confidentiality from a third party who<br> is entitled to disclose such information lawfully and without being in breach of confidentiality<br> undertakings; or
---	---
iv.	is<br> required to be disclosed by law.
---	---
B.	The<br> Receiving Party undertakes and agrees to:
---	---
(a)	maintain<br> Confidential Information, including the existence of this Agreement and the terms thereof,<br> in confidence and the same will not be disclosed to or used by any person except as provided<br> herein. The Receiving Party agrees that it will treat all Confidential Information with at<br> least the same degree of care as it accords its own confidential information. The Receiving<br> Party further represents that it exercises at least reasonable care to protect its own confidential<br> information. The Receiving Party agrees that it will disclose Confidential Information only<br> to those of its agents, employees or contractors, if any, who need to know such information<br> for the execution of the service, and certifies that, unless such persons are under express<br> written obligations of confidentiality or obligations of confidentiality imposed by rule,<br> law, or custom, such persons have previously signed a copy of this Agreement;
---	---
(b)	If<br> required by law to disclose any Confidential Information, the Receiving Party will promptly<br> inform the disclosing Party of any information it believes comes within the circumstances<br> and take reasonable efforts to minimize the extent of any required disclosure and to obtain<br> an undertaking from the recipient to maintain the confidentiality thereof;
---	---

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(c)	that<br> the Receiving Party acquires no rights of ownership or title, license, or other intellectual<br> property rights in the Confidential Information and will no assert any rights thereupon.<br> If such rights were nevertheless to have accrued to it for any reason whatsoever, the Receiving<br> Party will assign, dispose or otherwise transfer (and effect the transfer of) the full and<br> exclusive ownership of all such rights to the Disclosing Party free of charge, or for a nominal<br> fee. Nothing herein contained will be deemed to limit or restrict the rights of the Disclosing<br> Party to assert claims for copyright or patent infringement or other violation of its intellectual<br> property rights against the Receiving Party;
(d)	The<br> Receiving Party will not decompile any software or reverse engineer any software, or other<br> product or process, part of the Services;
---	---
(e)	Anything<br> to the contrary in this Agreement notwithstanding, the Receiving Party acknowledges and agrees<br> that due to the unique nature of the Confidential Information, there can be no adequate remedy<br> at law for any breach of its obligations hereunder, that any such breach may result in irreparable<br> harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof,<br> the Disclosing Party will be entitled to apply for injunctive relief from a court of competent<br> jurisdiction to restrain any threatened or continued breach of this Agreement. Furthermore,<br> the Receiving Party will notify the disclosing Party in writing immediately upon the occurrence<br> of any such unauthorized release or other breach of which it is aware.
---	---
C.	The<br> Receiving Party will at any time, upon request from the Disclosing Party option either: (i)<br> return to the disclosing Party all Confidential Information in its possession or control<br> together with all information and documentation containing, comprising or relating in any<br> way to the Confidential Information, or (ii) destroy all copies of the Confidential Information<br> in its possession or control together with all information and documentation containing,<br> comprising or relating in any way to the Confidential Information, and certify that the Confidential<br> Information has been destroyed.
---	---
9.	PERSONAL DATA AND DATA PRIVACY POLICY
---	---
A.	Diginex<br> refer to its privacy and data policy applicable to all customers, found in the footer of<br> Diginex’s website www.Diginex.com. Any update to the policy provided on website during<br> the Term shall be applicable to Customer and its clients. Details found here: www.diginex.com/privacy-policy
---	---
10.	TERM AND TERMINATION
---	---

TERMINATION WITHOUT CAUSE

A.	This<br> Agreement will expire thirty-six (36) months thereafter (Term). Unless either Party<br> sends a notice to the other at the latest thirty (30) calendar days prior to the expiry of<br> each consecutive term, this Agreement will be automatically renewed by twelve (12) months.
B.	Diginex<br> reserves the right to terminate this Agreement if there is no traction after 12 months
---	---

TERMINATION FOR CAUSE

C.	Diginex<br> shall have the right to terminate this Agreement at any time upon thirty (30) days prior<br> written notice if the Customer:
(a)	fails<br> to provide accurate quarterly clients’ revenue information;
---	---
(b)	delays<br> for more than thirty (30) calendar days in effecting any payment due Diginex under this Agreement<br> in the manner specified in Clause 2 of this Agreement; or
---	---
(c)	has<br> infringed Diginex’s IP Rights.
---	---
D.	The<br> Customer shall have the right to terminate this Agreement immediately if Diginex:
---	---
(a)	knowingly approaches any of the Customers clients without prior<br>agreement; or
---	---
(b)	is in breach of any of the material terms of this Agreement<br>upon written notice from the Customer.
---	---
11.	GOVERNING LAW - VENUE
---	---
A.	This<br> Agreement will be governed by, and construed and enforced in accordance with, the laws of<br> Singapore, without giving effect to the principles of conflicts of law thereof.
---	---
12.	MISCELLANEOUS
---	---
A.	Diginex<br> will provide marketing collaterals and allow for Customer to use diginex logo, with prior<br> consent from Diginex.
---	---
B.	Diginex<br> will provide updates to the Customer in the event of any upcoming Services feature releases.
---	---

[THE REST OF THE PAGE IS INTENTIONALLY LEFT BLANK ]

| Confidential |

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Exhibit 4.20

Exhibit8.1

Listof Subsidiaries of Diginex Limited

Name<br> of Subsidiary	Jurisdiction	Percent<br> Ownership
Diginex<br> Solutions (HK) Limited	Hong<br> Kong	100%

Listof Subsidiaries of Diginex Solutions (HK) Limited

Name<br> of Subsidiary	Jurisdiction	Percent<br> Ownership
Diginex<br> Services Limited	United<br> Kingdom	100%
Diginex<br> USA LLC	Delaware	100%

Exhibit11.1

DIGINEXLIMITEDCODE OF BUSINESS CONDUCT AND ETHICSFOR EMPLOYEES, EXECUTIVE OFFICERS AND DIRECTORS

Approvedby the Diginex Limited board on 17 September 2024

Introduction

Diginex Limited (the “Company”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (the “Code”) reflects the business practices and principles of behavior that support this commitment. The Company expects every employee, consultant, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. This Code applies to all employees, members of the Board of Directors (the “Board”), officers and consultants of the Company.

Officers, directors and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of the Code. Supervisors are also expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of the Company. This Code supersedes all other codes of conduct, policies, procedures, instructions, practices, rules or written or verbal representations to the extent that they are inconsistent with this Code. However, nothing in this Code otherwise alters the at-will employment policy of the Company, provided that the terms of the respective employment contracts are complied with. The Company is committed to continuously reviewing and updating its policies and procedures. This Code, therefore, is subject to modification.

This Code cannot possibly describe every practice or principle related to honest and ethical conduct. The Code addresses conduct that is particularly important to proper dealings with the people and entities with which the Company interacts but reflects only a part of the Company’s commitment. From time to time the Company may adopt additional policies and procedures with which the Company’s employees, officers and directors are expected to comply, if applicable to them. However, it is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code.

Actions by members of your family, significant others or other persons who live in your household (referred to in the Code as “familymembers”) also may potentially result in ethical issues to the extent that they involve the Company’s business. For example, acceptance of inappropriate gifts by a family member from one of the Company’s suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your family members, significant others and other persons who live in your household.

Youshould not hesitate to ask questions about whether any conduct may violate the Code, voice concerns or clarify gray areas. Section 18below details the compliance resources available to you. In addition, you should be alert to possible violations of the Code by othersand report suspected violations, without any fear of any form of retaliation, as further described in Section 18 below. Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution. In addition, any supervisor, manager or officer who directs, approves, or condones infractions of this Code, or has knowledge of them and does not report them and correct them, may be subject to the same disciplinary action.

1. Honest and Ethical Conduct

It is the policy of the Company to promote high standards of integrity by conducting the Company’s affairs in an honest and ethical manner. The integrity and reputation of the Company depends on the honesty, fairness and integrity brought to the job by each person associated with the Company. Unyielding personal integrity is the foundation of corporate integrity.

2. Legal Compliance

Obeying the law, both in letter and in spirit, is the foundation of this Code. The Company’s success depends upon each employee’s operating within legal guidelines and cooperating with local, national and international authorities. The Company expects employees (all employees, directors, officers and consultants) to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. While the Company does not expect you to memorize every detail of these laws, rules and regulations, the Company wants you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you do not hesitate to seek answers from your supervisor or a Compliance Officer (as further described in Section 18 below).

Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties.

You should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone’s best interests to know and comply with the Company’s legal and ethical obligations.

3. Government Investigations

It is the Company’s policy to cooperate with government investigations and give government investigators the full measure of assistance to which they are entitled, consistent with the safeguards that the law has established for the benefit of persons under investigation. Such persons should have the opportunity to be adequately represented in such investigations by legal counsel. This Code sets forth the standards that employees, directors, officers and consultants of the Company should follow if such persons are contacted by a government investigator or law enforcement official.

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If a government investigator or agency contacts an employee, director, officer or consultant of the Company seeking information or access to the Company’s records or facilities, such person should politely inform the investigator or agency that the Company’s policy is generally one of cooperation, but that such person must obtain clearance from a Compliance Officer before furnishing such information or access, unless management has established written policies relating to the agency and type of inspection that is being requested.

If employees are approached at home or at work by a government regulatory official or law enforcement officer investigating the Company, its operations or business practices, the employee may request that any interview take place at an office or another location away from the employee’s home. Employees should also know that no government official or law enforcement officer can require the employee to give information without the opportunity to consult with an attorney.

Under no circumstances should an employee lie or make any misleading statements to any government investigator or law enforcement official, attempt or cause any other employee or any other person to fail to provide information to any government investigator, or provide any false or misleading information.

If an employee obtains information that would lead the employee to believe that a government investigation is underway, or if an employee is contacted by any government regulatory or law enforcement official regarding the Company, the employee should immediately contact a Compliance Officer.

4. Insider Trading

Directors, officers, employees or consultants who have confidential (or “inside”) information are not permitted to use or share that information for purposes of trading in the Company’s securities or for any other purpose except to conduct the Company’s business. All non-public information about the Company or about companies with which the Company does business is considered confidential information. To use material non-public information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is not only unethical, but also illegal. Employees must exercise the utmost care when handling material inside information. The Company has adopted a Policy Regarding Insider Trading which every director, officer, employee and consultant should carefully review.

5. Certain Laws

Antitrust

Antitrust laws are designed to protect the competitive process. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit:

●	agreements, formal<br>or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories or<br>contracts;

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| --- | | ● | agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and | | --- | --- | | ● | the acquisition or maintenance of a monopoly or attempted monopoly through anticompetitive conduct. |

Certain kinds of information, such as pricing, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social.

Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where the Company does business can be difficult, and you are urged to seek assistance from your supervisor or a Compliance Officer (as further described in Section 18 below) whenever you have a question relating to these laws.

International Business Laws

Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where the Company otherwise does business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance.

If you have a question as to whether an activity is restricted or prohibited, seek assistance before taking any action, including giving any verbal assurances that might be regulated by international laws.

Environmental Laws

The Company expects employees in the course of performing their duties to comply with all applicable national environmental laws. Where there is ambiguity in the legislation, or the employee is unclear on the legislation or application, they should seek clarification from their supervisor or compliance officers.

6. Conflicts of Interest

The Company respects the rights of the Company’s employees to manage their personal affairs and investments and does not wish to impinge on their personal lives. At the same time, employees must avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of the Company. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. The Company expects employees to be free from influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below.

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If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer of the Company or member of the Board, you should discuss the matter with your supervisor or a Compliance Officer (as further described in Section 18 below). Supervisors may not authorize conflict of interest matters without first seeking the approval of a Compliance Officer and providing a Compliance Officer with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with a Compliance Officer. Officers and members of the Board may seek authorization from the Board. Factors that may be considered in evaluating a potential conflict of interest are, among others:

●	whether it may<br>interfere with the employee’s job performance, responsibilities or morale;
●	whether the employee<br>has access to confidential information;
●	whether it may<br>interfere with the job performance, responsibilities or morale of others within the organization;
●	any potential adverse<br>or beneficial impact on the Company’s business;
●	any potential adverse<br>or beneficial impact on the Company’s relationships with the Company’s customers or suppliers or other service providers;
●	whether it would<br>enhance or support a competitor’s position;
●	the extent to which<br>it would result in financial or other benefit (direct or indirect) to the employee;
●	the extent to which<br>it would result in financial or other benefit (direct or indirect) to one of the Company’s customers, suppliers or other service<br>providers; and
●	the extent to which<br>it would appear improper to an outside observer.

Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests:

●

Employment by(including consulting for) or service on the board of directors of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of the Company is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of directors of a customer or supplier or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such a position.

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| --- | | ● | *Owning, directlyor indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with the Company.*In addition to the factors described above, persons evaluating ownership in other entities for conflicts of interest will consider: the size and nature of the investment; the nature of the relationship between the other entity and the Company; the employee’s access to confidential information; and the employee’s ability to influence the Company’s decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance. It is not considered a conflict of interest for an employee to make investments with a total value of no more than five percent (5%) of their annual compensation in competitors’, customers’, or vendors’ stock that is listed on a national or international securities exchange. | | --- | --- | | ● | Soliciting oraccepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with theCompany. See Section 12 below for further discussion of the issues involved in this type of conflict. | | ● | Soliciting contributionsto any charity or for any political candidate from any person or entity that does business or seeks to do business with the Company. | | ● | Taking personaladvantage of corporate opportunities. See Section 8 below for further discussion of the issues involved in this type of conflict. | | ● | Moonlightingwithout permission. | | ● | Conducting theCompany’s business transactions with your family member or a business in which you have a significant financial interest. Material related-party transactions involving any executive officer or director, 5% shareholder or member of their respective immediate families are subject to the Company’s Related Party Transaction Policies and Procedures. | | ● | Exercising supervisoryor other authority on behalf of the Company over a co-worker who is also a family member. The employee’s supervisor and/or a Compliance Officer will consult with the Human Resources Department to assess the advisability of reassignment, which will seek approval from the Company’s Chief Executive Officer for such assignment. |

Loans to, or guarantees of obligations of, employees or their family members by the Company could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law, and applicable law requires that the Board approve all loans and guarantees to employees. As a result, all loans and guarantees by the Company must be approved in advance by the Board.

7. Treatment with Fairness and Respect

You are critical to the success of the Company, and the Company’s policy is to treat you with fairness and respect. The Company is an equal opportunity employer. The Company does not tolerate discrimination against applicants or employees based on race, religion, gender, age, marital status, national origin, sexual orientation, citizenship status or other protected characteristics or disability. The Company prohibits discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions or any other condition of employment or career development. The Company is committed to providing a work environment that is free from discrimination and/or harassment. The Company will not tolerate the use of discriminatory slurs; unwelcome, unsolicited sexual advances or harassment; or any other remarks, jokes or conduct that create or foster an offensive or hostile work environment. Each person, at every level of the organization, must act with respect toward customers, co-workers and outside firms.

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8. Corporate Opportunities

You may not take personal advantage of opportunities for the Company that are presented to you or discovered by you as a result of your position with the Company or through your use of corporate property or information, unless authorized by your supervisor, a Compliance Officer or the Board. Even opportunities that are acquired privately by you may be questionable if they are related to the Company’s existing or proposed lines of business. Participation in an investment or outside business opportunity that is directly related to the Company’s lines of business must be preapproved by a Compliance Officer. You may not use your position with the Company or corporate property or information for improper personal gain, nor should you compete with the Company in any way.

9. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; Public Reporting

The integrity of the Company’s records and public disclosure depends upon the validity, accuracy and completeness of the information supporting the entries to the Company’s books of account. Therefore, the Company’s corporate and business records should be completed accurately and honestly.

The making of false or misleading entries, whether they relate to financial results or otherwise, is strictly prohibited. The Company’s records serve as a basis for managing its business and are important in meeting its obligations to customers, suppliers, creditors, employees and others with whom the Company does business. As a result, it is important that the Company’s books, records and accounts accurately and fairly reflect, in reasonable detail, the Company’s assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. The Company requires that:

●	no entry be made<br>in the Company’s books and records that intentionally hides or disguises the nature of any transaction or of any of the Company’s<br>liabilities, or misclassifies any transactions as to accounts or accounting periods;
●	transactions be<br>supported by appropriate documentation;
●	the terms of sales<br>and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected<br>accurately in the Company’s books and records;

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| --- | | ● | employees comply with the Company’s system of internal controls; and | | --- | --- | | ● | no cash or other assets be maintained for any purpose in any unrecorded or “off-the-books” fund. |

The Company’s accounting records are also relied upon to produce reports for its management, stockholders and creditors, as well as governmental agencies. In particular, the Company relies upon its accounting and other business and corporate records in preparing periodic and current reports that it files with the United States Securities and Exchange Commission (the “SEC”). Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present the Company’s financial condition and results of operations. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that the Company’s financial disclosure is accurate and transparent and that the Company’s reports contain all of the information about the Company that would be important to enable stockholders and potential investors to assess the soundness and risks of the Company’s business and finances and the quality and integrity of the Company’s accounting and disclosures. Such employees must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and counsel. Each person must promptly report any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions), and each other person that is involved in the financial reporting of the Company, must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company. Accordingly, it is the responsibility of such individuals to promptly bring to the attention of the Audit Committee any untrue statement of a material fact and any omission of a material fact of which he or she may become aware pertaining to information that (a) affects the disclosures made by the Company in its public filings or (b) must otherwise be disclosed pursuant to the Company’s policies and procedures regarding accounting standards and documentation.

In addition:

●	no employee may<br>take or authorize any action that would cause the Company’s financial records or financial disclosure to fail to comply with generally<br>accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rules and regulations;

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| --- | | ● | all employees must cooperate fully with the Company’s accounting personnel, as well as the Company’s independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that the Company’s books and records, as well as the Company’s reports filed with the SEC, are accurate and complete; and | | --- | --- | | ● | no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of the Company’s reports filed with the SEC or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of the Company’s reports accurate in all material respects. |

Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, a Compliance Officer, the Board or one of the other compliance resources described in Section 18 below.

10. Fair Dealing

The Company strives to outperform its competition fairly and honestly. Advantages over the Company’s competitors are not to be obtained through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance the Company’s interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or a Compliance Officer, as further described in Section 18 below.

You are expected to deal fairly with the Company’s customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job.

Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.

11. Anti-Bribery

The United States and many other governments make it illegal to offer or provide, directly or through a third party, anything of value to a foreign government official in order to influence an act, or decision to obtain, retain and/or direct business or to secure an improper advantage of any kind.

The Company strictly prohibits all directors and employees from giving, offering, promising or paying anything of value to government officials directly or indirectly with the purpose of obtaining or retaining business or otherwise securing an improper advantage. All directors and employees must take reasonable steps to ensure that business partners and other third-parties understand that the Company expects them to act with the same level of honesty and integrity in any activity engaged in for or on behalf of the Company.

Commission or fee arrangements may be made only with firms or persons serving as bona fide commercial representatives, agents or consultants. Such arrangements may not be entered into with any firm in which a government official or employee is known to have an interest, unless the arrangement is permitted by applicable law and has been specifically approved by the Company’s Board. All commission and fee arrangements shall be by written contract. Any commission or fee must be reasonable and consistent with normal practice for the industry, the merchandise involved, and the services to be rendered. Payments may not be made in physical currency.

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The direct or indirect payment of either the Company’s or private funds to any government official or employee in furtherance of the Company’s business, except for “facilitation payments” (as defined in the next paragraph), is prohibited, whether or not it is accepted practice in that country.

Facilitation payments are small amounts paid to secure the performance of routine government actions. No facilitation payments may be made by anyone in the Company without prior written approval from a Compliance Officer.

The Company may also be responsible for the actions of those acting on our behalf. It is therefore important to select those persons and entities carefully and to ensure that they are properly monitored while doing business for us.

12. Gifts and Entertainment

Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or reasonable entertainment is a common and acceptable practice if it is not extravagant. Unless express permission is received from a supervisor, a Compliance Officer or the Board, gifts and entertainment cannot be offered, provided or accepted by any employee unless consistent with customary business practices and not excessive in value. This principle applies to Company’s transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Employees should not accept gift cards, gift certificates or cash, nor accept any gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. The Company’s customers, suppliers and the public at large should know that the Company’s employees’ judgment is not for sale.

Under the laws of certain governments, giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or a Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness.

13. Electronic Communications and Internet Use

The use of the Company’s electronic systems, including computers, and all forms of Internet/intranet access, is for company business and for authorized purposes only. Brief and occasional personal use of the electronic mail system or the Internet is acceptable as long as it is not excessive or inappropriate, occurs during personal time (lunch or other breaks), and does not result in expense or harm to the Company or otherwise violate this Code. Use is defined as “excessive” if it interferes with normal job functions, responsiveness, or the ability to perform daily job activities. Electronic communication should not be used to solicit or sell products or services that are unrelated to the Company’s business; distract, intimidate, or harass coworkers or third parties; or disrupt the workplace.

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The following guidelines have been established for using the Internet, Company-provided cell phones and e-mail in an appropriate, ethical, and professional manner:

●	Internet, company-provided<br>equipment (e.g., cell phone, laptops and computers), and services may not be used for transmitting, retrieving, or storing any communications<br>of a defamatory, discriminatory, harassing or pornographic nature.
●	The following actions<br>are not tolerated: using abusive, profane or offensive language; and engaging in any illegal activities, including piracy, cracking,<br>extortion, blackmail, copyright infringement, and unauthorized access of any computers and company-provided equipment such as cell phones<br>and laptops.
●	Employees may not<br>copy, retrieve, modify or forward copyrighted materials, except with permission or as a single copy to reference only.
●	Employees must<br>not use the system in a way that disrupts its use by others.
●	Employees should<br>not open suspicious e-mails, pop-ups or downloads. Due to risk of viruses and malware, Employees should not download attachments from<br>unrecognized sources.
●	Employees must<br>be aware that the electronic mail messages sent and received using Company equipment or Company-provided Internet access, including web-based<br>messaging systems used with such systems or access, are not private and are subject to viewing, downloading, inspection, release,<br>and archiving by Company officials at all times.
●	No employee may<br>access another employee’s computer, computer files, or electronic mail messages without prior authorization from either the employee<br>or an appropriate Company official.
●	The Company prohibits<br>the use in the workplace of any type of camera phone, cell phone camera, digital camera, video camera, or other form of recording device<br>to record the image or other personal information of another person, if such use would constitute a violation of a civil or criminal<br>statute that protects the person’s right to be free from harassment or from invasion of the person’s right to privacy, or<br>captures confidential or proprietary information of the Company. Employees may take pictures and make recordings during non-working time<br>in a way that does not violate such civil or criminal statutes. Any suspected incident of fraud or theft should be reported for investigation<br>immediately. The Company reserves the right to report any illegal use of such devices to appropriate law enforcement authorities.

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Privacy Expectations & Right to Monitor

The Company owns the rights to all data and files in any computer, network, or other information system used in the Company and to all data and files sent or received using any company system or using the Company’s access to any computer network, to the extent that such rights are not superseded by applicable laws relating to intellectual property. Employees should not expect privacy in any information or activity conducted, sent, performed, or viewed on or with Company equipment or Internet access. Employees should assume that whatever they do, type, enter, send, receive, and view on Company electronic information systems is electronically stored and subject to inspection, monitoring, evaluation, and Company use at any time

The Company reserves the right to monitor electronic mail messages (including personal/private/instant messaging systems) and their content, as well as any and all use by employees of the Internet and of computer equipment used to create, view, or access e-mail and Internet content. The Company has the right to inspect any and all files stored in private areas of the network or on individual computers or storage media in order to assure compliance with Company policies and state and federal laws. The Company routinely monitors use of company-supplied technology. Inappropriate or illegal use or communications may be subject to disciplinary action up to and including termination of employment.

Social Media—Acceptable Use

Use of social media (e.g. Facebook, LinkedIn) is a common way of communicating and doing business. Below are guidelines for social media use:

●	Employees may not<br>post financial, confidential, sensitive, or proprietary information about the Company, employees or applicants.
●	Employees may not<br>post obscenities, slurs or personal attacks that can damage the reputation of the Company, employees, or applicants.
●	Certain governments<br>have strict requirements concerning testimonials and endorsements. When posting on social media sites concerning Company-related matters,<br>employees must identify themselves as a Company employee and use the following disclaimer: “The opinions expressed on this siteare my own and do not necessarily represent the views of Diginex Limited” Any such opinions must be accurate and truthful.
●	The Company may<br>monitor content posted on the Internet. Policy violations may result in discipline up to and including termination of employment.

Solicitations, Distributions and Posting of Materials

The Company prohibits the solicitation, distribution, and posting of materials on or at Company property by any employee or non-employee, except as may be permitted by this Code. The sole exceptions to this Code are charitable and community activities supported by Company management and Company-sponsored programs related to the Company’s products and services.

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14. Protection and Proper Use of Company Assets

All employees are expected to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s financial condition and results of operations. The Company’s property, such as office supplies and computer equipment, is expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use the Company’s corporate name, any brand name or trademark owned or associated with the Company or any letterhead stationery for any personal purpose. The obligation to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.

You may not, while acting on behalf of the Company or while using its computing or communications equipment or facilities, either:

●	access the internal<br>computer system (also known as “hacking”) or other resource of another entity without express written authorization from<br>the entity responsible for operating that resource; or
●	commit any unlawful<br>or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as “spam”) in violation<br>of applicable law, trafficking in contraband of any kind, or espionage.

If you receive authorization to access another entity’s internal computer system or other resource, you must make a permanent record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.

Unsolicited bulk email is regulated by law in a number of jurisdictions. If you intend to send unsolicited bulk email to persons outside of the Company, either while acting on the Company’s behalf or using the Company’s computing or communications equipment or facilities, you should contact your supervisor or a Compliance Officer for approval.

All data residing on or transmitted through the Company’s computing and communications facilities, including email and word processing documents, is the property of the Company and subject to inspection, retention and review by the Company, with or without an employee’s or third party’s knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of the Company’s assets must be immediately reported to your supervisor or a Compliance Officer.

15. Confidentiality

One of the Company’s most important assets is its confidential information. As an employee of the Company, you may learn information about the Company that is confidential and proprietary. You also may learn of information before that information is released to the general public. Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to Company or its customers if disclosed, such as business and marketing plans, financial information, scientific data, engineering and product ideas, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to the Company’s employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to the Company by its customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.

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In addition, because the Company interacts with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat the Company’s confidential and proprietary information. There may even be times when you must treat as confidential the fact that the Company has an interest in, or is involved with, another company.

You are expected to keep confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, a filing with the SEC or a formal communication from a member of senior management, as further described in Section 18 below). Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about the Company or any other company learned in the course of employment with the Company, until that information is disclosed to the public through approved channels. This policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with other employees of the Company, unless those fellow employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.

You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, data storage devices and laptop computers, should be stored securely. Unauthorized posting or discussion of any information concerning the Company’s business, information or prospects on the Internet is prohibited. You may not discuss the Company’s business, information or prospects in any “chat room,” regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi-public” areas within the Company, such as the reception area. All Company e-mails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes.

In addition to the above responsibilities, if you are handling information protected by any privacy policy published by the Company, then you must handle that information in accordance with the applicable policy.

16. Media/Public Discussions

It is the Company’s policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the Company will have equal access to information. All inquiries or calls from the press should be referred to the Chief Executive Officer or Chief Financial Officer. The Company has designated its Chief Executive Officer and Chief Financial Officer as the company’s official spokespersons for financial matters and for marketing, technical and other related information. Unless a specific exception has been made by the Chief Executive Officer or Chief Financial Officer, these designees are the only people who may communicate with the press on behalf of the Company. You also may not provide any information to the media about the Company off the record, for background, confidentially or secretly.

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17. Waivers

Waivers of the Code may only be granted by the Chairman of the Board; provided, however, that any waiver of the Code for executive officers (including, where required by applicable laws, members of the Executive Committee) or members of the Board may be granted only by the Board or a committee of the Board. Any such waiver of the Code for executive officers or members of the Board, and the reasons for such waiver, will be disclosed as required by applicable laws, rules or securities market regulations.

18. Compliance Standards and Procedures

ComplianceResources

The Compliance Officers are persons to whom you can address any questions or concerns. The Compliance Officers are the Company’s Chief Executive Officer and Chief Financial Officer. Any questions or concerns raised will be dealt with confidentially.

In addition to fielding questions or concerns with respect to potential violations of this Code, the Compliance Officers are responsible for:

●	investigating possible<br>violations of the Code;
●	training new employees<br>in Code policies;
●	conducting annual<br>training sessions to refresh employees’ familiarity with the Code;
●	distributing copies<br>of the Code annually via e-mail to each employee with a reminder that each employee is responsible for reading, understanding and complying<br>with the Code;
●	updating the Code<br>as needed and alerting employees to any updates, with appropriate approval of the Board, to reflect changes in the law, the Company’s<br>operations and in recognized best practices, and to reflect the Company’s experience; and
●	otherwise promoting<br>an atmosphere of responsible and ethical conduct.

Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with a Compliance Officer. If you are uncomfortable speaking with a Compliance Officer because he or she works in your department or is one of your supervisors, please contact the Chairman of the Nomination and Compensation Committee.

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ClarifyingQuestions and Concerns; Reporting Possible Violations

If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or a Compliance Officer; even the appearance of impropriety can be very damaging and should be avoided.

If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or to a Compliance Officer, you should do so without fear of any form of retaliation. The Company will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.

Supervisors must promptly report any complaints or observations of Code violations to a Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact a Compliance Officer directly. The Compliance Officers will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. All directors, officers and employees are expected to cooperate in any internal investigation of misconduct. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by a Compliance Officer. Your cooperation in the investigation will be expected. As needed, the Compliance Officers will consult with the Human Resources Department and/or the Board. It is the Company’s policy to employ a fair process by which to determine violations of the Code.

With respect to any complaints or observations of Code violations that may involve accounting, internal accounting controls and auditing concerns, the Compliance Officers shall promptly inform the Board, and such other persons as the Board determines to be appropriate under the circumstances shall be responsible for supervising and overseeing the inquiry and any investigation that is undertaken.

If any investigation indicates that a violation of the Code has probably occurred, the Company will take such action as it believes to be appropriate under the circumstances. If the Company determines that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

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19. Dissemination and Amendment

This Code will be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with Company and will also be distributed annually. The Company may amend this Code. The Company will disclose any amendments pertaining to executive officers or directors as required by law or securities market regulations.

20. Certification

You should read this Code carefully. Each director, officer or other employee of the Company designated by a Compliance Officer based on such employee’s role, function and/or seniority at the Company must promptly certify his or her understanding of, and intent to comply with, this policy by signing the certification attached hereto.

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DiginexLimited

Codeof Business Conduct and Ethics

Certification

As applicable to my work responsibilities:

1.	I will deal honestly<br>and ethically with the Company and on the Company’s behalf in all matters.
2.	I will avoid actual<br>or apparent conflicts with the Company’s interests.
3.	I will advance<br>the Company’s business interests when the opportunity to do so arises.
4.	I will comply with<br>the Company’s standards, policies and procedures regarding gifts, meals and entertainment as noted in clause 12 to the Code of<br>Business Conduct and Ethics and the Diginex Expenses Policy.
5.	I will ensure the<br>accuracy and integrity of the Company’s books, records and accounts.
6.	I will protect<br>the confidential information of customers and others which I receive in the course of conducting Company business.
7.	I will ensure that,<br>in all reports and documents filed with or submitted to the United States Securities and Exchange Commission by the Company and in other<br>public communications made by the Company, to the extent I am involved with the preparation thereof, the Company’s disclosures<br>are full, fair, accurate, timely and understandable.
8.	I will comply with<br>all laws, rules and regulations applicable to my work responsibilities in every country in which the Company does business.
9.	I will comply with<br>all Company standards, policies and procedures, that have been made available
10.	I will protect<br>the Company’s assets and promote their efficient and legitimate business use.
11.	I will protect<br>the Company’s confidential information.
12.	I will protect<br>the health and safety of the Company employees.
13.	I will use the<br>Company’s electronic media for legitimate business purposes.

I certify that I have received, read, understood and will abide by the Code of Business Conduct and Ethics.

______________________________________

Signature

______________________________________

Name

______________________________________

Date

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Exhibit11.2

DIGINEX

Insider Trading Policy

Contents

1.		Definitions	2
2.		Introduction	3
3.		General<br> Rules	4
	3.2	Comply<br> with laws and regulations	4
	3.3	Trading<br> prohibited if aware of MNPI	4
	(b)	Exceptions	4
	(c)	Trades<br> must be cleared	5
	3.4	Tipping<br> and unauthorized disclosure of MNPI prohibited	5
	3.5	Trading<br> in other companies’ securities prohibited if aware of MNPI	5
	3.6	Dissemination<br> of Diginex information	5
	3.7	Family<br> Members and Controlled Entities	5
	3.8	Responsibility<br> for compliance	6
	3.9	Additional<br> rules for Insiders and Restricted Staff	6
4.		Insiders	6
	(a)	Blackout<br> Period	6
	(b)	Short<br> sales and derivatives prohibited	6
	(c)	Hedging<br> and monetization transactions prohibited	6
	(d)	Margin<br> transactions prohibited; use of Securities as collateral restricted	7
5.		Restricted<br> Staff	7
	(a)	Blackout<br> Period	7
	(b)	Short<br> sales and derivates prohibited	7
6.		10b5-1<br> Plans	7
	(a)	Plans<br> must be cleared	7
	(b)	Plan<br> requirements	8
	(c)	Plan<br> timing and plan amendments	8
	(d)	Additional<br> trading restricted	8
7.		Section<br> 16 Obligations	8
APPENDIX<br> A: MNPI Examples	9
---	---
APPENDIX<br> B: Pre-Clearance Forms	10

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Diginex Limited. All rights reserved. No part of this Policy may be reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written permission of Diginex Limited

This Policy is for internal use only and may contain sensitive information. It must not be printed and removed from Diginex Limited premises.

This Policy must not be shared with any external party without the prior permission from the Chief Executive Officer or Chief Financial Officer or their appointed representative.

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| --- | | 1. | Definitions | | --- | --- |

Board: The board of directors of Diginex Limited.

ConfidentialInformation: Information in whatever form (whether or not recorded in documentary form) and wherever located relating to the business, customers, products, affairs, and finances of Diginex, including trade secrets, technical data, and know-how relating to the business of Diginex, whether or not such information is marked confidential.

Confidential Information includes (without limitation) all non-public information that is either developed by or for the benefit of Diginex, and which pertains to the business, clients, customers, counterparties, shareholders, employees, policies, procedures, financial condition, earnings, prospects or trade secrets of Diginex. Confidential Information shall also include, without limitation, any work product developed by Staff, either singularly or jointly with any other person(s) that is based on, or incorporates, Confidential Information.

Conflictof Interest, “CoI”: A situation where one or more persons or entities have competing interests and the serving of one interest may involve detriment or disadvantage to another. Conflict of interest occurs when a private interest (including the interest of a Family Member) interferes, or even appears to interfere, with the interests of Diginex clients or Diginex. A conflict of interest can arise when Staff (or Family Member of Staff) take actions or have interests that may make it difficult to perform their work objectively and effectively. Conflicts of interest also arise when Staff (or a Family Member of Staff) receive improper personal benefits as a result of their position in Diginex,

ControlledEntity: Means any corporation, partnership or other entity controlled or managed by a person or any trust for which a person is the trustee or otherwise has the power to direct transactions in Diginex Securities.

Diginex,“We”, “we”, “Our”, “our”: All companies, including subsidiaries and joint ventures, over which Diginex Limited is able to exercise control, either directly or indirectly, with respect to policies and procedures.

DiginexSecurities: Includes:

●	Diginex<br> ordinary shares;
●	Diginex<br> American depositary shares (“ADSs”);
●	Put<br> options;
●	Call<br> options;
●	Units;
●	Warrants;
●	Any<br> other derivatives of Diginex’s ordinary shares or ADSs (whether or not issued by Diginex); and
●	Debt<br> securities issued by Diginex.

Director: a director of Diginex.

ExchangeAct: Securities Exchange Act of 1934.

**Insider:**Include Directors, and those officers of Diginex who, if Diginex were not a foreign private issuer, would be subject to Section 16 of the Exchange Act, and certain other employees that may be designated as “Insiders” from time to time by the Board.

FamilyMember, Family: Any of the following:

1.	a<br> spouse, civil partner, domestic partner of a Staff member; or
2.	children<br> or stepchildren, parent or parent-in-law, sibling or sibling-in-law, grandparent, aunt, uncle, nephew, and niece of a Staff member;<br> or
3.	any<br> other relative;
who<br> currently reside with a Staff member or who live elsewhere but whose transactions in Company securities are directed by such Staff<br> member or subject to their influence and control.

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MaterialNon-Public Information, “MNPI”: A form of Confidential Information that is also known as inside Information. This includes all information which is not generally or publicly available, related to one or more issuers of securities and would likely (if known to the market) have a material impact on the price of the securities concerned, i.e. any information that an investor would likely consider important in deciding whether to buy, sell or hold securities or that could affect the market price of the securities. Examples include, but are not limited to:

●	acquisitions<br> or divestitures;
●	actual<br> or estimated financial results or change in dividends;
●	capital<br> raises;
●	earnings<br> estimates or changes in previously released earnings estimates;
●	extraordinary<br> management developments;
●	liquidation<br> problems;
●	major<br> changes in business strategies;
●	obtaining<br> or losing significant contracts;
●	possible<br> mergers;
●	significant<br> discoveries or product developments;
●	threatened<br> major litigation or related developments; and
●	unpublished<br> reports or models.

RestrictedStaff: Includes all assistants and secretaries of Insiders, and certain other employees, consultants and contractors that may be designated as “restricted” from time to time by the Chief Executive Officer or Chief Financial Officer. The treatment of any consultant or contractor as Restricted Staff under this Policy shall not change such person’s status as a consultant or contractor.

**SEC:**The US Securities and Exchange Commission. The mission of the SEC is to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.

Staff,“You”, “you”, “Your”, “your”: All Diginex Directors, officers, agents, employees, temporary workers, interns, consultants, contractors or any other person who is employed by or otherwise works for or on behalf of Diginex , regardless of the duration of their employment contract or other type of relationship.

Trading,Transactions: Includes:

●	Purchases<br> and sales of Diginex Securities in the public markets;
●	Exercise<br> of Diginex stock options and exercise of warrants;
●	Sales<br> of Diginex Securities obtained through the exercise of stock options or the vesting of performance accelerated restricted stock units<br> or performance share units, or otherwise;
●	Making<br> gifts of Diginex Securities (including charitable donations);
●	Hedging<br> and other futures transactions involving Diginex<br> Securities; and
●	Using<br> Diginex Securities to secure a loan.
2.	Introduction
---	---
2.1	As<br> set forth in this Policy (the “Policy”), Diginex has established rules for Staff regarding trading in Diginex Securities.
---	---
2.2	All<br> Staff are subject to, and must strictly adhere to, the rules as applicable to them as set forth in this Policy. All Insiders and<br> Restricted Employees must periodically certify to their understanding of and intent to comply with this Policy. This policy will<br> be reviewed annually by the Board. If you have any questions regarding this Policy please contact the Chief Executive Officer or Chief Financial Officer.

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| --- | | 2.3 | Violations of insider trading laws can lead to significant fines, imprisonment and other penalties for those individuals involved and for Diginex. Failure to adhere strictly to this policy will result in serious consequences and may result in termination of your employment or other contractual relationship. | | --- | --- | | 2.4 | Exceptions to this policy may be made only with the written approval, prior to effecting a transaction, from the Chief Executive Officer or Chief Financial Officer and only if the Chief Executive Officer or Chief Financial Officer determines that the proposed transaction is not in violation of applicable law or regulation or Diginex policy. Such approval may contain restrictions on a transaction that are deemed necessary or appropriate by the Chief Executive Officer or Chief Financial Officer. | | 3. | General Rules | | --- | --- | | 3.1 | Rules are applicable to all Staff. | | --- | --- | | 3.2 | Comply with laws and regulations |

Staff shall comply with all laws and regulations applicable to the trading of securities generally.

3.3	Trading<br> prohibited if aware of MNPI
(a)	No<br> Staff may trade Diginex Securities at any time that he or she is aware of MNPI relating to Diginex. Further examples of MNPI are<br> provided in Appendix A in addition to the definition in paragraph 1.
---	---
(b)	Exceptions
(i)	The<br> only exceptions to the rule in paragraph 3.3(a) are the following:
---	---
(1)	10b5-1(c) Trading Plans: The purchase or sale of Diginex Securities at any time pursuant to a pre-approved Rule 10b5-1(c) trading plan<br> (as described in paragraph 6 below);
---	---
(2)	Option Exercises: An exercise of an “in-the-money” stock option at any time upon payment of the exercise price in cash<br> even though a person may be aware of MNPI at the time of exercise; provided that such exercises are subject to the<br> pre-clearance requirements set in paragraph 1 of Section B. Each person should be aware, however, that any sale of Diginex ordinary<br> shares as part of a broker-assisted cashless exercise of a stock option or any other market sale of the underlying ordinary shares<br> for the purpose of generating cash needed to pay the exercise price of an option or the related taxes shall not be an exception from<br> the rule in paragraph 3.3(a). The term “in-the- money” means that the trading price of Diginex’s ordinary shares<br> at the time of a transaction is greater than the exercise price of the stock option; and
(3)	Warrant Exercises: An exercise of a warrant at any time upon payment of the exercise price in cash even though a person may be aware<br> of MNPI at the time of exercise. Each person should be aware, however, that any sale of Diginex ordinary shares as part of a broker-assisted<br> cashless exercise or any other market sale of the underlying ordinary shares for the purpose of generating cash needed to pay the<br> exercise price of a warrant or the related taxes shall not be an exception from the rule in paragraph 3.3(a).

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| --- | | (c) | Trades must be cleared | | --- | --- | | (i) | Staff shall not trade any Diginex Securities, except after first consulting and pre-clearing each such transaction with the Chief Executive Officer or Chief Financial Officer. | | --- | --- | | (ii) | If the Chief Executive Officer or Chief Financial Officer is seeking such pre-clearance for himself or herself, such pre- clearance must be given by the Chairman. | | (iii) | All requests for pre-clearance, substantially in the form attached hereto as Appendix B, must be submitted in advance of the proposed transaction. If all requisite information on the Pre-Clearance Form has been provided, review should be finalised within one business day of submission. | | (iv) | If a transaction is approved under the pre-clearance policy, it must be executed within 5 business days from approval, but regardless may not be executed if the Insider acquires MNPI during that time. | | (v) | If a transaction is not completed within 5 business days, the transaction must be approved again before it may be executed. | | (vi) | If a proposed transaction is not approved, the Insider must refrain from initiating any transaction in Diginex Securities and shall not inform anyone within or outside of Diginex of the restriction. | | 3.4 | Tipping and unauthorized disclosure of MNPI prohibited | | --- | --- | | (a) | No Staff shall directly or indirectly | | --- | --- | | (i) | engage in any “tipping” of MNPI to anyone; or | | --- | --- | | (ii) | communicate any MNPI to anyone outside Diginex or otherwise, unless such communication is appropriate under the circumstances and has been properly authorized. | | (b) | Persons with whom a Staff member has a history, pattern or practice of sharing confidences (such as Family Members, close friends and financial and personal counsellors) may be presumed to act on the basis of information known to the Staff member; therefore, special care should be taken so that MNPI is not disclosed to such persons. | | --- | --- | | 3.5 | Trading in other companies’ securities prohibited if aware of MNPI | | --- | --- | | (a) | No Staff shall trade the securities of any other company if he or she possesses MNPI that he or she has obtained during the course of his or her employment or other relationship with Diginex. | | --- | --- | | 3.6 | Dissemination of Diginex information | | --- | --- | | (a) | No Staff shall make any information about Diginex publicly available, including by posting information about Diginex on any internet message board or social media site, except to the extent specifically authorized to do so. | | --- | --- | | 3.7 | Family Members and Controlled Entities | | --- | --- | | (a) | No Staff shall permit any member of his or her family to engage in any of the prohibited activities described in paragraphs 3.3 through 3.6. Furthermore, each Family Member of an Insider or Restricted Staff shall comply with the additional rules for Insiders and Restricted Staff set forth in paragraphs 4 and 5. | | --- | --- | | (b) | No Staff shall permit or utilize any Controlled Entity to engage in any of the prohibited activities described in paragraphs 3.3 through 3.6. Controlled Entities, like Family Members, must comply with the additional rules for Insiders and Restricted Staff set forth in paragraphs 4 and 5. |

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| --- | | 3.8 | Responsibility for compliance | | --- | --- | | (a) | Each Staff member is responsible for ensuring that he or she is in compliance with this Policy before engaging in any transaction involving Diginex Securities. All Staff will be deemed as Insider, unless otherwise determined by the Chief Executive Officer or Chief Financial Officer. | | --- | --- | | 3.9 | Additional rules for Insiders and Restricted Staff | | --- | --- | | (a) | Insiders and Restricted Staff should review the additional prohibitions and restrictions on transactions applicable to them in paragraphs 4 and 5. | | --- | --- | | 4. | Insiders | | --- | --- | | 4.1 | Additional rules applicable to Insiders. | | --- | --- |

4.2	In<br> addition to the restrictions generally applicable to Staff set forth in paragraph 3 above,<br> the following additional rules apply to Insiders (as well as their Family Members and Controlled<br> Entities):
(a)	Blackout<br> Period
---	---
(i)	Insiders<br> shall not trade any Diginex Securities during the period commencing 7 days prior to the end<br> of each fiscal reporting period of Diginex and ending at the opening of the second full trading<br> day after the broad public release of Diginex’s financial results with respect to the<br> preceding fiscal reporting period (the “Blackout Period”).
---	---
(ii)	Notwithstanding<br> the foregoing, an Insider may engage in transactions permitted under paragraph 3.3(b) provided<br> that the Insider first requests and obtains the pre-clearance of the Chief Executive Officer<br> or Chief Financial Officer under the procedures described above in paragraph 3.3(c) or complies<br> with the provisions of paragraph 6, as applicable.
---	---
(b)	Short<br> sales and derivatives prohibited
---	---
(i)	Insiders<br> shall not engage in short sales of Diginex Securities, nor shall Insiders trade put options,<br> call options or other derivatives of Diginex Securities (other than on broad-based indices<br> that include Diginex’s securities).
---	---
(c)	Hedging<br> and monetization transactions prohibited
---	---
(i)	Because<br> certain forms of hedging or monetization transactions, such as zero cost collars (which is<br> a type of positive-carry collar that secures a return through the purchase of a cap and sale<br> of a floor) and forward sale contracts (which is a private contract between a buyer and seller<br> in which the buyer agrees to buy and the seller agrees to sell a specific quantity of a security<br> at the price and date specified in the contract) involve the establishment of a short position<br> in Diginex Securities and limit or eliminate the ability to profit from an increase in the<br> value of Diginex Securities, Insiders are prohibited from engaging in any hedging or monetization<br> transactions involving Diginex Securities.
---	---

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| --- | | (d) | Margin transactions prohibited; use of Diginex Securities as collateral restricted | | --- | --- | | (i) | Except as described below, Insiders shall not purchase Diginex Securities on margin, hold | | --- | --- | | | Diginex Securities in a margin account, borrow against any account in which Diginex Securities are held or otherwise pledge Diginex Securities as collateral for a loan. | | (ii) | An exception to the prohibition against pledges may be granted by the Chief Executive Officer or Chief Financial Officer where a person wishes to pledge Diginex Securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. | | --- | --- | | (iii) | Any Insider who wishes to pledge Diginex Securities as collateral for a loan must submit a request for approval to the Chief Executive Officer or Chief Financial Officer at least two weeks prior to the execution of the documents evidencing the proposed pledge. | | --- | --- | | (iv) | In general, in connection with granting an exception to the prohibition against pledges, the Chief Executive Officer or Chief Financial Officer will require that such documents contain the specific agreement of the pledgee to only dispose of the shares pledged as collateral at such times and in such manner that would be permitted by the Insider entering into the pledge agreement, as if such Insider still owned the shares at the time of the disposition. | | --- | --- | | (v) | Notwithstanding the foregoing paragraph 4.2(d), any such arrangements already in existence as of the initial effective date of this Policy may continue, provided that the Insider has previously disclosed or promptly discloses the arrangement to the Chief Executive Officer or Chief Financial Officer. | | --- | --- | | 5. | Restricted Staff | | --- | --- | | 5.1 | Additional rules applicable to Restricted Staff. | | --- | --- |

5.2	In<br> addition to the restrictions generally applicable to all Staff set forth in paragraph 3 above,<br> the following additional rules shall apply to Restricted Staff (and their Family Members<br> and Controlled Entities):
(a)	Blackout<br> Period
---	---
(i)	Restricted<br> Staff shall not trade any Diginex Securities during a Blackout Period. Notwithstanding the<br> foregoing, Restricted Staff may engage in transactions permitted under paragraph 3.3(b),<br> provided that the Restricted Staff first requests and obtains the pre-clearance<br> of the Chief Executive Officer or Chief Financial Officer under the procedures described<br> above in paragraph 3.3(c) or complies with the provisions of paragraph 6 below, as applicable.
---	---
(b)	Short<br> sales and derivates prohibited
---	---
(i)	Restricted<br> Staff shall not engage in short sales of Diginex Securities, nor shall Restricted Staff trade<br> put options, call options or other derivatives of Diginex Securities (other than on broad-based<br> indices that include Diginex Securities).
---	---
6.	10b5-1<br> Plans
---	---
6.1	Pre-planned<br> trading programs pursuant to Rule 10b5-1(c).
---	---

6.2	Notwithstanding<br> any other guidelines contained in this Policy, it will not be a violation of this Policy<br> to trade Diginex Securities under a pre-planned trading program adopted to trade securities<br> in the future which is incompliance with Rule 10b5-1(c) of the Exchange Act, subject to the<br> additional restrictions set forth below:
(a)	Plans<br> must be cleared
---	---

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| --- | | (i) | All trading programs (including any termination or amendment thereof) must be pre-cleared in advance, in writing, by the Chief Executive Officer or Chief Financial Officer. Any subsequent trades under the program will be considered “pre-cleared” for purposes of restrictions applicable in this Policy. | | --- | --- | | (ii) | As part of pre-clearing a trading program, Staff will be expected to certify to Diginex that, at the time they enter into a trading program, they are not aware of MNPI. Diginex may be aware of MNPI that the Staff member is unaware of that may make it imprudent for the Chief Executive Officer or Chief Financial Officer to pre-clear the trading program at the time of the request. | | --- | --- | | (b) | Plan requirements | | --- | --- | | (i) | Prior to pre-clearing a trading program, the Chief Executive Officer or Chief Financial Officer may require that the program contain some or all of the following additional restrictions: | | --- | --- | | (1) | a delay between the adoption or implementation of a new or amended trading program and the first trade made under the plan; | | --- | --- | | (2) | a minimum period before a trading program may be terminated or materially changed; | | --- | --- | | (3) | public disclosure by Diginex of the adoption of a trading program by Insiders; and | | --- | --- | | (4) | clearance by Diginex to terminate or materially amend a trading program. | | --- | --- | | (c) | Plan timing and plan amendments | | --- | --- | | (i) | In addition to the restrictions set forth above, Insiders and Restricted Staff may not enter into a trading program during a Blackout Period and are strongly discouraged from terminating or materially amending a trading program during a Blackout Period (i.e., during a Blackout Period, the Chief Executive Officer or Chief Financial Officer is unlikely to pre-clear a termination or amendment of a trading program, which pre-clearance is required above under paragraph 6.2(a). | | --- | --- | | (d) | Additional trading restricted | | --- | --- | | (i) | If the Staff member has adopted a trading program, they generally will not be permitted to trade on the open market outside of the program. | | --- | --- | | 7. | Section 16 Obligations | | --- | --- | | 7.1 | In the event Diginex ceases to be a foreign private issuer, each Director and officer should understand that the pre-clearance of a trade or trading program in no way reduces or eliminates such person’s obligations under Section 16 of the Exchange Act, including such person’s disclosure obligations and short-swing trading liabilities thereunder. If any questions arise, such person should consult with his or her own legal counsel. | | --- | --- |

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APPENDIXA: MNPI Examples

Because a definition of MNPI may be difficult to apply in everyday situations and is fact intensive, the following are examples of the types of information that the SEC has suggested may be material and/or that courts have found to be material in past cases, and which likely would constitute material inside information if not generally known to the public. This list is not all-inclusive and is only intended as a guide.

Please keep in mind that both positive and negative information may be material.

FundamentalCorporate Changes—What is Diginex doing?

●	Information<br> about current, proposed or contemplated transactions, such as acquisitions, tender offers,<br> mergers, spin-offs, joint ventures, restructurings or changes in assets;
●	Changes<br> in directors, senior management or auditors;
●	Plans<br> to change the scope or scale of Diginex’s business;
●	Information<br> about major contracts or significant relationships; or
●	Plans<br> to engage in a new marketing strategy.

FinancialReporting—How is Diginex doing?

●	Earnings,<br> profits and losses;
●	Unpublished<br> financial reports or projections;
●	Adjustments<br> of reported earnings;
●	Purchases,<br> sales and revaluations of company assets;
●	Gain<br> or loss of a significant customer, collaborator or supplier;
●	Institution<br> of, or developments in, major litigation, investigations, or regulatory actions or proceedings;
●	The<br> interruption of production or other aspects of a company’s business as a result of<br> an accident, fire, natural disaster, or any similar major event;
●	Changes<br> in dividend policies or the declaration of a share split proposal; or
●	Contemplated<br> issuance, redemption or repurchase of securities.

ManagementIntegrity—How is Diginex being managed?

●	Knowledge<br> that management has engaged in self-dealing;
●	Knowledge<br> that Diginex has engaged in illegal activity;
●	Knowledge<br> that Diginex is under investigation; or
●	Knowledge<br> that a governmental body is about to begin an action against Diginex.

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APPENDIX B: Pre-Clearance Forms

Staff Member’s Pre-Clearance Form for Trading in Diginex Securities

Staff Full Name<br><br> <br>(as per passport)	Request Date
Buy / Sell	Quantity	Name of Securities in full	Investment Type	Trade for Self or family member
---	---	---	---	---
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*

*Applicable only for clearance for trades of family members:

Name of the Family member	Relationship

Bysigning and submitting this approval form, I, the undersigned Staff, hereby confirm that:

1.	I<br> have read and understand the Group Insider Trading Policy and certify that, to the best of<br> my knowledge, the transaction(s) described herein is/are not prohibited by law or by the<br> Group Insider Trading Policy;
2.	I<br> do not possess any material non-public information (“MNPI”) as defined by law<br> and in the Group Insider Trading Policy and fully understand that violation of Insider trading<br> laws and market manipulation are criminal offences;
3.	the<br> pre-clearance, if approved, is only valid for 5 business days, but may not be executed<br> if I acquire MNPI during that time; and
4.	(applicable for approval obtained on behalf of a Family Member only) I confirm that the above-named<br> Family Member does not possess any material and non-public information as defined by law<br> and in the Group Insider Trading Policy and I further understand and acknowledge that I am<br> fully responsible for ensuring that the above-named Family Member complies with insider trading<br> laws.
Staff Member’s Signature
---

Reviewed and Approved by:

Line Manager (if any)	Chief Executive Officer / Chief Financial Officer
Name	Name
Approval Date	Approval Date

IMPORTANT: If you possess any material non-public information, please refer to Section 6 (10b5-1 Plans) of the Group Insider Trading Policy and submit your Rule 10b5-1 Plans together with the Rule 10b5-1 Plans Pre-Clearance Form to the Chief Executive Officer or Chief Financial Officer for pre-clearing.

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CEO and CFO Pre-Clearance Form for Trading in Diginex Securities

Staff Full Name<br><br> <br>(as per passport)	Request Date
Buy / Sell	Quantity	Name of Securities in full	Investment Type	Trade for Self or family member
---	---	---	---	---
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*

*Applicable only for clearance for trades of family members:

Name of the Family member	Relationship

Bysigning and submitting this approval form, I, the undersigned Staff, hereby confirm that:

1.	I<br> have read and understand the Group Insider Trading Policy and certify that, to the best of<br> my knowledge, the transaction(s) described herein is/are not prohibited by law or by the<br> Group Insider Trading Policy;
2.	I<br> do not possess any material non-public information (“MNPI”) as defined by law<br> and in the Group Insider Trading Policy and fully understand that violation of Insider trading<br> laws and market manipulation are criminal offences;
3.	the<br> pre-clearance, if approved, is only valid for 5 business days, but may not be executed<br> if I acquire MNPI during that time; and
4.	(applicable for approval obtained on behalf of a Family Member only) I confirm that the above-named<br> Family Member does not possess any material and non-public information as defined by law<br> and in the Group Insider Trading Policy and I further understand and acknowledge that I am<br> fully responsible for ensuring that the above-named Family Member complies with insider trading<br> laws.
Staff Member’s Signature
---

Reviewed and Approved by:

Chief Executive Officer/Chairman
Name
Approval Date

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Director’s Pre-Clearance Form for Trading in Diginex Securities

Full Name of Director<br><br> <br>(as per passport)	Request Date
Buy / Sell	Quantity	Name of Securities in full	Investment Type	Trade for Self or family member
---	---	---	---	---
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*
☐<br> Buy<br><br> <br>☐<br> Sell			☐<br> Shares<br><br> <br>☐<br> Warrants<br><br> <br>☐<br> Others:	☐<br> Staff<br><br> <br>☐<br> Family*

*Applicable only for clearance for trades of family members:

Name of the Family member	Relationship

Bysigning and submitting this approval form, I, the undersigned Director, hereby confirm that:

1.	I<br> have read and understand the Group Insider Trading Policy and certify that, to the best of<br> my knowledge, the transaction(s) described herein is/are not prohibited by law or by the<br> Group Insider Trading Policy;
2.	I<br> do not possess any material non-public information (“MNPI”) as defined by law<br> and in the Group Insider Trading Policy and fully understand that violation of Insider trading<br> laws and market manipulation are criminal offences;
3.	the<br> pre-clearance, if approved, is only valid for 5 business days, but may not be executed<br> if I acquire MNPI during that time; and
4.	(applicable for approval obtained on behalf of a Family Member only) I confirm that the above-named<br> Family Member does not possess any material and non-public information as defined by law<br> and in the Group Insider Trading Policy and I further understand and acknowledge that I am<br> fully responsible for ensuring that the above-named Family Member complies with insider trading<br> laws.
Signature of Director
---

Reviewed and Approved by:

Chief Executive Officer / Chief Financial Officer
Name
Approval Date

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| --- |

I hereby certify that I have received, read and understand Diginex Insider Trading Policy and undertake to comply fully with the policies and procedures contained therein for as long as I am subject to Diginex Insider Trading Policy.

Signature:
Print Name:
Date:

Exhibit12.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Block, certify that:

1.I have reviewed this Annual Report on Form 20-F of Diginex Limited;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 11, 2025

By:	/s/ Mark Blick
	Mark<br> Blick
	Chief<br> Executive Officer
	(Principal Executive Officer)

Exhibit12.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Ewing, certify that:

1.I have reviewed this Annual Report on Form 20-F of Diginex Limited;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 11, 2025

By:	/s/ Paul Ewing
	Paul<br> Ewing
	Chief<br> Financial Officer
	(Principal Financial Officer)

Exhibit13.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350

ASADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Diginex Limited (the “Company”) on Form 20-F for the year ended March 31, 2025 (the “Report”), Mark Blick, Chief Executive Officer of the Company, certifies, to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 11, 2025

By:	/s/ Mark Blick
	Mark<br> Blick
	Chief<br> Executive Officer
	(Principal Executive Officer)

Exhibit13.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350

ASADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Diginex Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 (the “Report”), Paul Ewing, Chief Financial Officer of the Company, certifies, to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

a. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 11, 2025

By:	/s/ Paul Ewing
	Paul<br> Ewing
	Chief<br> Financial Officer
	(Principal Financial Officer)