Business Context and Reporting Period
This Form 6-K filing by Diginex Ltd (Diginex) covers the month of January 2026. The primary purpose of the filing is to disclose the definitive agreement and subsequent closing of the acquisition of Plan A.earth GmbH ("Plan A"), a leading European AI-powered carbon accounting and decarbonization platform. The transaction was signed on December 31, 2025, and officially closed on January 14, 2026.
Key Financial Metrics and Transaction Details
The filing details the financial structure of the acquisition rather than Diginex's standalone operating results for the period. Key transaction metrics include:
- Total Consideration: €55 million total purchase price (€3 million cash + €52 million in Diginex ordinary shares).
- Share Issuance: 6,720,317 Diginex ordinary shares issued to sellers.
- Valuation Basis: Shares valued at €52 million at the time of the agreement.
- Retention Pool: A €3 million restricted share unit pool established for key personnel, with shares issued at US$9.10 (using an exchange rate of 0.8503 EUR/USD).
- Operating Data: Plan A serves over 260 clients globally. The filing does not provide Diginex's consolidated revenue, profit, cash flow, or debt levels for the reporting period.
Material Changes and Transaction Structure
The most significant material change is the 100% equity acquisition of Plan A, integrating its AI-driven carbon accounting technology with Diginex's ESG reporting capabilities. The transaction structure includes:
- Lock-Up Period: Consideration shares are subject to a 15-month lock-up, releasing in four tranches of 25% at 6, 9, 12, and 15 months post-closing.
- Earn-Out Provisions: Up to €25 million in additional consideration payable in shares based on Plan A's Paid Annual Recurring Revenue (ARR):
- FY 2026 Target: €10 million payable if Paid ARR reaches €11.3 million by March 31, 2027.
- FY 2027 Target: €15 million payable if Paid ARR reaches €17 million by March 31, 2028.
- Pro Rata Payment: Earn-outs are payable pro rata if 75% or more of targets are met.
- Employee Incentives: Existing profit participation rights and virtual option plans at Plan A were cancelled and settled in cash prior to closing.
Outlook, Risks, and Management Commentary
Management expects the combined platform to offer a scaled, integrated sustainability solution linking regulatory reporting, value-chain emissions, and decarbonization strategy. The acquisition aims to reframe decarbonization as a measurable driver of financial return.
Risks and Contingencies:
- Regulatory Compliance: The transaction is subject to the satisfaction of closing conditions, including confirmations regarding capitalization, absence of leakage, and termination of prior shareholder agreements.
- Registration Rights: Diginex is obligated to file a Form F-1 registration statement to register the resale of consideration shares within 90 days of receiving completed questionnaires from sellers.
- Performance Risk: The total purchase price is contingent on Plan A achieving specific ARR targets in fiscal years 2026 and 2027.
Investor Verification Checklist
- Verify the exact closing date (January 14, 2026) and the immediate impact on Diginex's share count (increase of 6,720,317 shares).
- Confirm the cash outflow of €3 million and its impact on Diginex's liquidity position.
- Monitor the achievement of Plan A's ARR targets (€11.3M for FY2026 and €17M for FY2027) to assess potential future dilution from the €25 million earn-out.
- Review the upcoming Form F-1 filing to understand the timeline for the resale of consideration shares by the sellers.
- Assess the integration progress of Plan A's 260+ clients into Diginex's existing ESG reporting framework.