DGNX · Diginex Limited

Diginex Limited, a technology group focused on ESG, sustainability, and compliance solutions, executed strategic changes to its share capital structure approved by its board and shareholders under Cayman Islands law. The 8-for-1 share consolidation combines every eight existing ordinary shares (par value US$0.00005) into one consolidated ordinary share (par value US$0.0004), alongside a parallel consolidation for preferred shares. This reduces outstanding ordinary shares from 232,807,527 to approximately 29,100,941, with fractional shares rounded up rather than issued, ensuring no cash payouts but potential minor shifts in ownership percentages. The authorized capital simultaneously increases to US$200,000, comprising 495,000,000 ordinary shares and 5,000,000 preferred shares at the new par value, providing substantial headroom for future issuances. Trading continues uninterrupted on Nasdaq Capital Market under ticker DGNX post-split, with new CUSIP G28687112. Warrant terms adjust proportionally except for 4,170,520 warrants held by Rhino Ventures Limited, exercisable at US$6.13 until May 27, 2029, for 51% of outstanding shares at exercise. No shareholder action required; transfer agent Continental Stock Transfer and Trust handles adjustments. The company states this supports general corporate purposes, M&A flexibility, and Nasdaq compliance, particularly the minimum bid price under Listing Rule 5550(a)(2), without altering market capitalization or core shareholder rights.