UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2026
Commission File Number: 001-42459
DIGINEX LIMITED
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of registrant’s name into English)
25 Wilton Road, Victoria
London
Greater London
SW1V 1LW
United Kingdom
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Extension of Long Stop Date for Proposed Acquisition of Resulticks; Extraordinary General Meeting.
As previously disclosed, Diginex Limited (“Diginex” or the “Company”) entered into an Amended and Restated Sale and Purchase Agreement, dated August 14, 2026 (the “A&R SPA”), with the several sellers party thereto (collectively, the “Sellers” and, together with Diginex, the “Parties”), pursuant to which Diginex agreed to acquire from the Sellers all of the issued and outstanding share capital of Resulticks Global Companies Pte. Limited and its subsidiaries (“Resulticks”) in an all-share acquisition of Resulticks (the “Transaction”). The A&R SPA provides that the Transaction was required to close on or before October 30, 2026 (the “Long Stop Date”). The Company’s shareholders approved the Transaction and the related proposals at the extraordinary general meeting held on October 8, 2026 (the “October 2026 EGM”), as disclosed on the Company’s Report on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on October 9, 2026.
The closing conditions under the A&R SPA were not satisfied or waived by the Long Stop Date. Under Clause 4.6 of the A&R SPA, each of Diginex and the Sellers’ Representative (acting on behalf of the Sellers) is entitled in such circumstances to terminate the A&R SPA by written notice to the other. Neither Party has delivered a notice of termination. On November 6, 2026, the Parties agreed to extend the Long Stop Date in the A&R SPA from October 30, 2026 to November 19, 2026. The extension is intended to provide the Parties additional time to satisfy the remaining closing conditions related to the Transaction. All other terms of the A&R SPA remain unchanged.
The Transaction remains subject to the satisfaction or waiver of the applicable closing conditions contained in the A&R SPA. There can be no assurance that the Transaction will ultimately be completed.
Extraordinary General Meeting
On November 6, 2026, the board of directors of the Company (the “Board”) resolved to convene an extraordinary general meeting of shareholders on November 20, 2026 (the “EGM”). Shareholders of record at the close of business on November 6, 2026 will be entitled to receive notice of and to vote at the EGM. At the EGM the Company’s shareholders will be asked to approve (i) an increase in the Company’s authorized share capital from US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preference shares of a par value of US$0.0004 each to US$520,000 divided into 1,295,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preference shares of a par value of US$0.0004 each, by the creation of 800,000,000 additional authorized ordinary shares of a par value of US$0.0004 each (the “Share Capital Increase”), (ii) a ten for one share consolidation of the Company’s authorized share capital such that following the share consolidation the Company will have authorized for issuance 129,500,000 ordinary shares of a par value of US$0.004 each and 500,000 preference shares of a par value of US$0.004 each (the “Share Consolidation”), and (iii) an amended and restated memorandum and articles of association reflecting those changes (the “M&AA Amendment”). Upon the implementation of the Share Consolidation, the Company’s ordinary shares will trade under a new CUSIP number.
At the October 2026 EGM, shareholders approved an increase in authorized share capital and a ten for one share consolidation that were conditional on completion of the Transaction. The Share Capital Increase and the Share Consolidation proposals being presented to the Company’s shareholders at the EGM are not conditioned on the closing of the Transaction and, if approved, will take effect, at the discretion of the Board, if Diginex does not complete the Transaction; however, in the event the Transaction is completed, then the Board will implement both the increase in authorized share capital and the ten for one share consolidation proposal that were approved by the Company’s shareholders at the October 2026 EGM, rather than the Share Capital Increase and the Share Consolidation proposals that were submitted at the EGM.
The notice of the EGM, proxy statement and form of proxy card will be furnished to the U.S. Securities and Exchange Commission on a Form 6-K and made available to shareholders in due course.
On November 7, 2026, the Company issued a press release announcing the extension of the Long Stop Date (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1.
This Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-292968), filed with the SEC on January 27, 2026, and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Forward-Looking Statements
This report contains forward-looking statements, including statements regarding the proposed Transaction, including its expected timing and the satisfaction of the closing conditions and the proposals to be considered at the EGM, including the Share Capital Increase, the Share Consolidation and the M&AA Amendment. These statements are based on the Company’s current expectations and involve known and unknown risks and uncertainties. Words such as “expects,” “intends,” “plans,” “will,” “may” and similar expressions identify forward-looking statements. Actual results may differ materially. The Company undertakes no obligation to update any forward-looking statement except as required by law, and encourages investors to review the risk factors disclosed in its filings with the Securities and Exchange Commission.
| Exhibit No. | Description | |
| 99.1 | Diginex Limited Press Release, dated November 7, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 9, 2026 | DIGINEX LIMITED | |
| By: | /s/ Miles Pelham | |
| Name: | Miles Pelham | |
| Title: | Chairman | |
Exhibit 99.1
Diginex Announces Extension of Long Stop Date for Proposed Acquisition of Resulticks and Convenes Extraordinary General Meeting
| ● | Long Stop Date extended to 19 November 2026 | |
| ● | EGM to consider increase in authorized share capital and 10-for-1 share consolidation, independent of the Resulticks transaction |
LONDON, Nov. 07, 2026 (GLOBE NEWSWIRE) -- Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”), a provider of ESG, sustainability and compliance solutions to institutional and corporate clients, today announces that on 6 November 2026 it agreed with the sellers of Resulticks Global Companies Pte. Limited(“Resulticks”) to extend the Long Stop Date under the amended and restated share purchase agreement dated 14 August 2026 (the “SPA”) for the Company’s proposed acquisition of Resulticks (the “Transaction”) from 30 October 2026 to 19 November 2026. All other terms of the SPA remain unchanged.
The closing conditions under the SPA were not satisfied by the original Long Stop Date of 30 October 2026, and neither party has delivered a notice of termination. The extension provides the parties with additional time to satisfy the remaining conditions to consummate the closing of the Transaction. The Company’s shareholders approved the Transaction at the extraordinary general meeting held on 8 October 2026. The parties are continuing to work towards the satisfaction of the remaining conditions. The Transaction remains subject to the satisfaction or waiver of the remaining conditions in the SPA, and there can be no assurance that the Transaction will be completed.
Extraordinary General Meeting
The Board of Diginex has resolved to convene an extraordinary general meeting of shareholders (the “EGM”) on 20 November 2026. Shareholders of record at the close of business on 6 November 2026 will be entitled to receive notice of and to vote at the EGM. At the EGM the Company’s shareholders will be asked to approve (i) an increase in the Company’s authorized share capital from US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preference shares of a par value of US$0.0004 each to US$520,000 divided into 1,295,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preference shares of a par value of US$0.0004 each, by the creation of 800,000,000 additional authorized ordinary shares of a par value of US$0.0004 each, (ii) a ten for one share consolidation of the Company’s authorized share capital such that following the share consolidation the Company will have authorized for issuance 129,500,000ordinary shares of a par value of US$0.004 each and 500,000 preference shares of apar value of US$0.004 each, and (iii) an amended and restated memorandum and articles of association reflecting those changes. Upon the Share Consolidation taking effect, the Company’s ordinary shares will trade under a new CUSIP number
At the 8 October 2026 meeting, shareholders approved an increase in authorized share capital and a share consolidation that were conditional on completion of the Transaction. The proposals to be put to the EGM are not conditional on the Transaction and, if approved, will take effect, at the discretion of the Board, whether or not Diginex completes the Transaction; if the Transaction completes first, the consolidation approved in October will be implemented instead, so that the shares are consolidated once only.
The notice of the EGM, the proxy statement and the form of proxy card will be furnished to the U.S. Securities and Exchange Commission on a Form 6-K and made available to shareholders in due course.
About Diginex
Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”) is a London-headquartered RegTech business, providing ESG, sustainability and compliance solutions through an integrated platform trusted by global enterprises and financial institutions.
Its portfolio of products and services spans the full sustainability lifecycle, including Diginex ESG (reporting), Plan A (carbon accounting), Matter (data and investment intelligence), Lumen (supply chain risk and traceability), Apprise (worker voice), and The Remedy Project (human rights remediation), combining technology, analytics and advisory services to turn verified data into decision-ready business intelligence.
For more information, please visit the Company’s website: https://www.diginex.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements can be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “targets,” “will,” “would,” “could,” “may” and similar expressions, and include statements regarding the proposed Transaction and its expected timing; approval of the Company’s Nasdaq initial listing application in connection with the Transaction; satisfaction of the funding conditions under the A&R SPA; obtaining shareholder approval of the proposals to be presented at the EGM, the implementation and timing of the share consolidation; the anticipated strategic and financial benefits of the Transaction; and the leadership, operations and prospects of the combined company.
These statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These include, among others: the risk that Nasdaq does not approve the initial listing application on the expected timetable or at all; the risk that the remaining conditions to completion, including the funding conditions and required regulatory and third-party consents, are not satisfied or waived; the risk that investment commitments are not funded when due or at all; the risk that the Transaction is not completed on the terms described or at all; the risk that the anticipated benefits of the Transaction are not realized; the effect of the Transaction on relationships with employees, customers and partners; and the risk factors described in the Company’s Annual Report on Form20-F filed with the SEC on August 13, 2026 and its other filings with the SEC. Financial information regarding Resulticks has been provided by Resulticks. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
Investor Relations Contact
Diginex Investor Relations
Email: ir@diginex.com
IR Contact – US
Jackson Lin | Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global