Business Context and Reporting Period
This Form 6-K filing by Diginex Ltd covers the month of December 2025. The primary purpose of the report is to disclose the execution of a Share Purchase Agreement (SPA) dated December 17, 2025, to acquire 100% of The Remedy Project Limited, a Hong Kong-based ESG advisory firm specializing in human rights risk assessment and worker remediation.
Key Financial Metrics
The filing does not provide current revenue, profit, cash flow, margins, debt, or liquidity figures for Diginex Ltd. The financial details are limited to the terms of the acquisition consideration:
- Consideration: Issuance of 2,000,000 ordinary shares (par value US$0.00005) to the seller.
- Payment Structure: Shares issued in five tranches based on closing, employment retention, and future performance milestones.
- Performance Milestones:
- Tranche 4 (250,000 shares): Contingent on achieving Adjusted EBITDA of USD 4.1 million for the year ending March 31, 2028.
- Tranche 5 (250,000 shares): Contingent on achieving Adjusted EBITDA of USD 8.2 million for the year ending March 31, 2029.
Material Changes
The material change reported is the strategic acquisition of The Remedy Project. This transaction aims to integrate Diginex's AI-powered platforms with The Remedy Project's expertise in operational-level grievance mechanisms and forced labor remediation. The filing notes that management accounts for The Remedy Project as of October 30, 2025, will be delivered at closing, but specific historical financial data for the target is not included in this summary text.
Guidance, Outlook, and Risks
Outlook: Management anticipates that the combined entity will enable enterprises to move beyond risk identification to deliver scalable, victim-centered remedies for labor rights violations.
Risks and Contingencies:
- Closing Conditions: The transaction is subject to conditions including satisfactory due diligence, regulatory approvals, and the repayment of any indebtedness owed by the target to the seller.
- Termination Rights: Diginex may terminate the agreement if conditions are not met, warranties are inaccurate, or if a material adverse effect occurs on Diginex's business prior to closing.
- Employment Contingency: The issuance of the second and third tranches of shares is dependent on the seller not terminating their employment with Diginex prior to the relevant issue dates.
- Regulatory Status: The information in this filing is "furnished" and not "filed" under Section 18 of the Exchange Act, limiting liability for the forward-looking statements contained in the press release.
Investor Verification Checklist
- Verify the closing date and confirmation that all Conditions Precedent (due diligence, approvals) have been satisfied.
- Review the attached Share Purchase Agreement (Exhibit 10.1) for specific representations and warranties regarding The Remedy Project's financial condition and liabilities.
- Confirm the exact number of shares issued for the first tranche and the current share count of Diginex to assess dilution impact.
- Monitor the employment status of Archana Kotecha to ensure eligibility for the second and third tranches.
- Assess the feasibility of the Adjusted EBITDA targets (USD 4.1M in 2028 and USD 8.2M in 2029) required for the final two tranches.