Diginex Limited Overview
| Field | Detail | Source |
|---|---|---|
| Legal name | Diginex Limited | 20-F FY2026 |
| Former names / predecessors | No name change at the holdco since IPO. The operating business descends from the ESG arm of the earlier Diginex group (the former Diginex Ltd, Nasdaq: EQOS, later renamed EQONEX). Details below. | Bollwerk AI DD report; 20-F |
| Founding year | Group origins c.2017–2018 under founder Miles Pelham; the outgoing CEO described "nearly eight years" of leadership in January 2026. The Cayman holdco existed by July 2024. | Gray Bridges LinkedIn post (Jan 2026); 20-F definitions |
| Incorporation jurisdiction | Cayman Islands | 20-F FY2026 |
| Headquarters | 25 Wilton Road, Victoria, London SW1V 1LW, United Kingdom | 20-F FY2026 |
| Exchanges / tickers | Nasdaq Capital Market: DGNX (since 22 Jan 2025). Frankfurt Open Market and Tradegate: I0Q (since Feb 2025). Also quoted on Düsseldorf. | IPO release; Nasdaq bell release, 10 Mar 2025; EQS notices |
| ISIN | KYG286871044 (list value SGXZ53262598 not confirmed in primary sources) | Company releases |
| CUSIP | G28687112 (post-consolidation) | 20-F FY2026; 13D/A No. 6 and 7 |
| LEI | 984500A54B40A98E6711 | FinancialFilings.com |
| Fiscal year end | 31 March | 20-F FY2026 |
| Accounting basis | IFRS (USD presentation) | 20-F FY2026 |
| SEC filer status | Large accelerated filer; ceased to be an emerging growth company at 31 Mar 2026; foreign private issuer | 20-F FY2026 |
| Auditor | UHY LLP (Farmington Hills, Michigan; PCAOB-registered) | 20-F FY2026 |
| Employees | 114 at 31 Mar 2026; 32 at 31 Mar 2025; FY2024 not publicly disclosed in reviewed sources | FY2026 results release |
| Shares outstanding | 29,130,130 at 31 Mar 2026. 50,130,130 c. Sept/Oct 2026 (as cited from the Rhino 13D/A). 82,560,892 including 32,355,003 warrant shares as of 24 Sep 2026. | 20-F; 13D/A No. 7; boerse-express |
| Market capitalization (current, est.) | About 62–68 million. Computed as roughly 50.1 million shares × recent closes of 1.24–1.35 (late Sept/early Oct 2026). Excludes warrants and the pending 600 million Resulticks consideration shares. | Analyst computation from 13D/A and price reports |
| Website | www.diginex.com; investor relations at ir.diginex.com | Company |
| Interim CEO | Archana Kotecha (from 31 Aug 2026) | 6-K / release, 2 Sep 2026 |
| Chairman | Miles Pelham, founder; controls Rhino Ventures Limited | 20-F; 13D/A |
Diginex is a sub-scale but acquisitive sustainability RegTech platform. Over the 2025–2026 cycle it was rebuilt from a Hong Kong-centred ESG reporting software house into a London-headquartered, Europe-weighted group. The group combines:
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ESG reporting (diginexESG)
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Supply-chain human-rights due diligence (diginexLUMEN and diginexApprise)
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Carbon accounting and decarbonisation software (Plan A)
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ESG data and investment intelligence (Matter)
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Human-rights remediation advisory (The Remedy Project)
FY2026 revenue was only 3.6 million, against a net loss of 31.1 million. The equity story therefore now rests almost entirely on a pending reverse-takeover-style combination with Resulticks. Resulticks is a Singapore-headquartered AI customer-engagement vendor reporting about 150 million of FY2025 revenue. If completed, its holders would own about 86% of the enlarged group, and Diginex would become a minority-owner shell for a much larger marketing-technology business with an ESG data overlay. The company's position is high-risk and binary, and it depends on the transaction closing.
Company's own description
In its FY2026 results release, Diginex describes itself as a London-headquartered RegTech business. It says it provides ESG, sustainability and compliance solutions through an integrated platform used by global enterprises and financial institutions. The portfolio it lists covers the sustainability lifecycle:
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Diginex ESG (reporting)
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Plan A (carbon accounting)
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Matter (data and investment intelligence)
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Lumen (supply-chain risk and traceability)
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Apprise (worker voice)
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The Remedy Project (human-rights remediation)
The company frames the offering as technology, analytics and advisory combined to turn verified data into decision-ready intelligence. [Source: FY2026 results release, 13–14 Aug 2026]
At its January 2025 IPO, the company described itself as an "impact technology business". It said it used blockchain, machine learning and data analysis to increase transparency in corporate social responsibility and climate action. [Source: IPO closing release, 23 Jan 2025]
Business model and revenue model
From FY2026 the company reports three revenue streams.
Software solutions (2.7 million in FY2026; about 75% of revenue). This is mainly 12-month recurring subscription licences, which the 20-F calls "licensed software sales". It also includes licence deals; H1 FY2026 included a "landmark licensing agreement" that drove the half-year spike. White-label partner deployments (diginexPartners) also sit here. These involve up-front customisation fees followed by recurring maintenance and licence fees. [Source: 20-F FY2026 definitions; H1 FY2026 release]
Data sales (0.6 million in FY2026; about 17%). This is new and comes entirely from Matter after its October 2025 acquisition. It covers ESG benchmarking and sustainable-finance datasets sold to investors.
Advisory fees (0.3 million in FY2026; about 8%). This is ESG strategy and implementation advisory, now strengthened by The Remedy Project's human-rights advisory practice. Advisory has declined as a share of revenue, from 0.9 million in FY2024 to 0.7 million in FY2025 and 0.3 million in FY2026.
The 20-F states that revenue is partly subscription-based, so it depends on new client wins and renewals. Advisory is generally tied to clients' subscription levels. [Source: 20-F FY2026, risk factors]
Deferred revenue rose from 0.5 million at 31 March 2025 to 2.4 million at 31 March 2026. Management says the full balance will be recognised in FY2027. This indicates a shift toward contracted recurring revenue, largely from the European acquisitions. [Source: FY2026 release, balance sheet]
Value chain position
Diginex sits in the "data capture → calculation → disclosure → remediation" layer of sustainability compliance. It sells mainly to:
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Corporates that report under frameworks such as GRI, ESRS/CSRD, ISSB/IFRS S1–S2, TCFD and the GHG Protocol. The company claims diginexESG supports 19 global frameworks.
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Multinational brands that run supplier due diligence on forced labour and human rights (diginexLUMEN and Apprise, built with The Coca-Cola Company, Reckitt and Unilever).
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Financial institutions and investors that consume ESG data (Matter) or distribute ESG tools to their SME customers (HSBC's use of diginexESG in its Sustainable Business Accelerator for MENAT companies).
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Governments and public-sector bodies, such as the January 2026 joint-venture framework with BGlobal and the State of Mato Grosso, Brazil.
[Sources: Plan A definitive agreement release, 7 Jan 2026; diginex.com news archive; Brazil JV release, 23 Jan 2026]
Customer types and end-markets
Named relationships include:
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HSBC (distribution of diginexESG)
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The Coca-Cola Company, Reckitt and Unilever (diginexLUMEN)
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Visa, BMW, Chloé, Deutsche Bank and Trivago (Plan A clients). Visa and Deutsche Bank became Diginex shareholders through the Plan A deal.
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Russell Bedford International (accounting-network channel)
Plan A alone served about 1,500 corporate clients at acquisition. [Sources: CEO appointment release, 28 Jan 2026; Plan A release, 7 Jan 2026; fintool summary of Plan A close]
Independent characterization
On the numbers, Diginex is a micro-revenue software roll-up. Its cost base is about eight times revenue: G&A of 28.5 million against revenue of 3.6 million in FY2026. Growth comes mostly from acquisitions. Of FY2026's 1.6 million revenue increase, about 1.2 million came from post-acquisition contributions by Matter and Plan A, which implies underlying organic growth of about 0.4 million.
The product breadth is credible. It covers the main sustainability compliance categories: reporting, Scope 1–3 carbon accounting, supply-chain human-rights due diligence and ESG data. However, each module competes against better-capitalised specialists. Since early 2025 the corporate narrative has been driven far more by capital-markets events than by organic commercial traction. These include the post-IPO share surge, the ADX dual-listing MOU, large MOUs with Findings, Kindred and Resulticks, the bonus issue, the reverse split and the Resulticks reverse takeover.
Strategy
Stated strategy themes (paraphrased from the FY2026 release and 2026 updates)
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Build a unified, enterprise-grade sustainability RegTech platform. The combined platform spans ESG reporting, carbon accounting, ESG data, supply-chain due diligence and human-rights remediation. Management says FY2027's priority is operational integration and a single unified solution meeting strict regulatory standards. [FY2026 release, Deputy Chairman comment]
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Capitalise on the shift from voluntary to mandatory disclosure. The company frames institutional demand for audit-ready ESG data as structural. [FY2026 release]
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Grow recurring, high-margin software and data revenue and capture cost synergies across the acquired platforms. [FY2026 release, CFO comment]
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M&A-led scaling, paid in shares to preserve liquidity. Since the 2025 MOUs, the strategy has moved to transforming Diginex from a reporting business into a scaled AI, data and sustainability-technology platform, through Resulticks. [Release, 14 May 2026]
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Cross-selling into the combined base: Plan A's about 1,500 clients, Diginex's enterprise and bank partners, and Matter's institutional clients.
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Geographic expansion: Europe through acquisitions, the Middle East (Diginex MENA, ADX MOU) and Brazil (JV framework).
The CEO appointment release (Jan 2026) cited an ambition for a top-5 position in sustainability RegTech.
Strategic initiatives register (last 24 months)
| Date | Initiative | Type | Status | Source |
|---|---|---|---|---|
| Mar 2025 | Russell Bedford International agreement (ESG reporting via accounting network) | Channel partnership | Announced | Release |
| Mar 2025 | Nomas / Abu Dhabi royal MOU: ADX dual listing and up to 250 million raise | Capital and expansion | Ongoing; timelines slipping | Release; Bollwerk |
| May–Oct 2025 | Matter acquisition | M&A | Completed 3 Oct 2025 | 20-F |
| Aug 2025 | Findings MOU (up to 305 million) | M&A | Paused / unlikely near-term (Dec 2025) | Release, 23 Dec 2025 |
| 2,025 | Kindred OS MOU | M&A | No substantive diligence received (Dec 2025) | Release, 23 Dec 2025 |
| Sep 2025 | Diginex MENA (Abu Dhabi) | Geographic expansion | Formed | 20-F |
| Jan 2026 | Plan A and The Remedy Project acquisitions | M&A | Completed | 20-F |
| Jan 2026 | Brazil JV framework (BGlobal, Mato Grosso) | Government / JV | Framework signed | Release |
| Feb 2026 | Resulticks reseller agreement (40 million target over four years) | Commercial | Signed; payment status vs end-Sep 2026 schedule not disclosed | Release |
| Apr 2026 | Unification of four operating units; leadership appointments | Integration | In progress | boerse-express |
| Apr 2026 | 8-for-1 share consolidation | Capital structure | Effective 28 Apr 2026 | 20-F |
| FY2026 | Matter carbon-data automation (25% to 80%) | Product / AI | Delivered | FY2026 release |
| 2,026 | "Risk-to-Remedy" integrated due-diligence solution | Product | Launched; more features planned | investing.com summary |
| Apr–Oct 2026 | Resulticks acquisition (1.5 billion, amended to 1.05 billion) | Transformational M&A / reverse takeover | EGM 8 Oct 2026; completion targeted by 30 Oct 2026 | 6-Ks; releases |
| Aug 2026 | 20 million equity raise with 1.00 USD warrants | Financing | Announced; payment due 28 Jul 2026 – 31 Mar 2027 | FY2026 release |
| Aug–Sep 2026 | Proposed 10-for-1 share consolidation (Resulticks EGM package) | Capital structure | Subject to EGM | Panabee |
ESG commitments of Diginex itself: not publicly disclosed.
Cost programs with targets: none quantified. Management refers to capturing "operational cost synergies".
Management targets and guidance
Standalone Diginex: no formal revenue or EBITDA guidance disclosed.
Combined with Resulticks: - The April 2026 SPA announcement reportedly gave a combined FY2027 revenue target of 280 million. [Bollwerk AI report]
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Separately, a 2026 revenue range of 190–210 million was attributed to the company. [boerse-express, May 2026]
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Resulticks is reported to contribute about 150 million of revenue, with EBITDA of 46–50 million (German financial press). The A&R SPA release cites FY2025 revenue of 150 million and profit after tax of 17 million.
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These combined figures depend on the transaction and come from secondary reports. They should be verified against the EGM proxy statement furnished on 24 Sep 2026.
Products & Services
[Sources: 20-F FY2026 definitions; IPO Scoop F-1 summary; Plan A releases, Jan 2026; FY2026 release; Brazil JV release; reseller release, 19 Feb 2026; RTT News, Aug 2026; investing.com summary on Risk-to-Remedy]
Note on blockchain. IPO-era materials emphasised blockchain-based traceability. FY2026 materials emphasise AI, data automation and audit-ready data instead. No blockchain-specific product revenue is disclosed.
Product Portfolio
| Product / service | Origin | Description and key capabilities | Target customer | Launch / latest version | Pricing model | Flagship references |
|---|---|---|---|---|---|---|
diginexESG | Legacy DSL | End-to-end ESG reporting platform covering topic discovery (materiality), data collection and collaborative report publishing. Supports 19 global reporting frameworks. | Corporates and SMEs; banks distributing to customer bases | Launch year not disclosed; reported as the "new disruptive ESG platform" in the company news archive | 12-month recurring subscription; white-label licences | HSBC (MENAT Sustainable Business Accelerator, 80+ companies); Russell Bedford network; KamPay (Africa) |
diginexCLIMATE | Legacy DSL | Carbon-footprint calculator based on the GHG Protocol, embedded in diginexESG. | diginexESG users | — | Bundled | — |
diginexLUMEN ("Lumen") | Legacy DSL | SaaS for supply-chain risk assessment and monitoring; supplier human-rights due diligence and forced-labour risk identification. | Multinational brands and their suppliers | Launched with The Coca-Cola Company and Reckitt; Unilever later named | Subscription | The Coca-Cola Company, Reckitt, Unilever |
diginexApprise ("Apprise") | Legacy DSL | Worker-voice tool that collects worker insights for supply-chain due diligence and risk assessment. | Brands, auditors, NGOs | — | Subscription / project | — |
diginexPartners (Customization) | Legacy DSL | Custom development and white-label deployments of diginexESG and Lumen. Up-front customisation fees followed by recurring licence and maintenance. | Banks, consultancies, platforms | Ongoing | Project fee plus recurring | HSBC deployment |
diginexADVISORY | Legacy DSL | Helps companies define and implement ESG strategies; complements software sales. | Corporates | Ongoing | Fee-based | — |
Plan A platform | Plan A (acquired Jan 2026) | AI-powered carbon accounting (Scope 1–3), decarbonisation planning, value-chain assessments and ESG/CSRD reporting. About 1,500 clients. | Mid-market and large European corporates | Founded Apr 2017; current version not disclosed | SaaS subscription (price points not disclosed) | BMW, Chloé, Visa, Deutsche Bank, Trivago |
Matter data and intelligence | Matter (acquired Oct 2025) | ESG and sustainability data analytics, benchmarking and sustainable-finance datasets. Carbon-data extraction automation raised to 80% from 25% with multi-stage quality control. | Financial institutions, asset managers, investors | Automation upgrade reported FY2026 | Data licences (0.6 million FY2026) | Client names not disclosed |
The Remedy Project advisory | TRP (acquired Jan 2026) | Human-rights remediation advisory for companies and governments; worker engagement. | Brands, governments | — | Advisory fees | — |
"Risk-to-Remedy" | Integrated offering (2026) | End-to-end supply-chain due diligence combining Lumen/Apprise risk detection with TRP remediation. Further features for assessments, audits and corrective actions are planned. | Brands with supply-chain due-diligence obligations | 2,026 | — | — |
Brazil "Digital Green Passport" / MRV platform | JV framework (Jan 2026) | Digital infrastructure for decarbonisation and ESG reporting in Mato Grosso, initially for the beef sector. Produces MRV-ready data for carbon and nature-based initiatives. | State government, agribusiness exporters | Framework signed 23 Jan 2026; deployment status not disclosed | — | BGlobal; State of Mato Grosso |
Resulticks reseller offering | Reseller agreement (Feb 2026) | Diginex resells Resulticks' AI-driven real-time customer-engagement and data platform. | Enterprise | 19 Feb 2026 | Target 40 million cumulative revenue over four years | Resulticks |
Genie (Resulticks agentic AI) | Pending acquisition | Agentic AI platform turning customer intelligence into real-time engagement. Positioned to combine with Diginex's ESG and regulatory data. | Fortune 1,000 brands | — | Enterprise licences | Not part of Diginex until completion |
“—” = not publicly disclosed.
Financial Narrative
Data availability. Audited IFRS figures for FY2024–FY2026 come from the FY2026 release and 20-F.
Income statement — chartable
Notes:
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Gross profit is not reported. The statement presents revenue less G&A only, with no cost-of-revenue line.
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EBITDA and Adjusted EBITDA are non-IFRS measures per management.
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EPS is restated for the April 2026 consolidation.
[Sources: FY2026 release; FY2025 release; TickerGate (FY2022–FY2023 revenue only)]
Margins — chartable (%)
[Analyst computation from 6.1]
Revenue growth and CAGR
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Revenue CAGR FY2024–FY2026 (audited): about 66.8%. Computed as (3.62 / 1.30)^(1/2) − 1.
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Revenue CAGR FY2022–FY2026 (FY2022 from aggregator): about 34%.
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Panabee reports FY2026 growth as about 80% and net loss as 31.2 million. The company figures are 77% and 31.1 million; company figures are preferred.
G&A expense build — chartable
[Source: FY2026 results release]
Adjusted EBITDA bridge — FY2026
[Source: FY2026 release, non-IFRS reconciliation]
Matter goodwill impairment. Management attributes the 7.0 million impairment to Diginex's share price rising between signing the Matter SPA and closing. The share consideration was therefore valued higher at closing, creating goodwill above recoverable value. Management says this was not a structural business issue. [Source: FY2026 release]
Balance sheet — chartable
Notes:
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FY2024 shows net liabilities of 23.0 million, per the FY2025 release.
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Net debt is calculated on interest-bearing debt only, excluding leases, warrant liabilities and restricted cash.
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The company states it held no interest-bearing debt instruments at 31 March 2026.
[Source: FY2026 release, balance sheet]
Warrant liability reclassification. The 28.55 million warrant liability arises because the Founder Warrants were reclassified from equity to liability after a modification. The Founder Warrants are 4,170,520 warrants over 51% of outstanding shares at exercise, at 6.13 USD, expiring 27 May 2029. The original equity classification of one warrant agreement was identified as a material weakness in internal control. [Source: 20-F FY2026, definitions and risk factors]
Cash flow — chartable
[Sources: FinancialFilings.com (FY2025 operating cash flow); FY2026 release (warrant proceeds); IPO releases.
Funding pattern. In FY2026 the business was funded mainly by Rhino Ventures, Miles Pelham's vehicle, exercising two IPO Warrant tranches for 25.4 million gross. H1 releases also reference 13.8 million from warrant exercise. Media report Pelham's cumulative investment as about 25.4 million at an average of about 5.69 USD per share. Three IPO Warrant tranches remain, with maturities in 2028–2029; the 20-F lists original expiries of 15–24 months, implying the tranches were extended. After year-end, a 20 million raise was announced: 20.0 million shares plus 5-year warrants over 20.0 million shares at a 1.00 USD strike. Payment is expected between 28 July 2026 and 31 March 2027, which implies deferred settlement and counterparty risk. [Sources: FY2026 release; 20-F definitions; ad-hoc-news, Jul 2026]
Ratios — chartable
Notes:
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ROE, ROA and asset turnover use average balances (analyst computation).
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ROIC, interest coverage and net debt/EBITDA are not meaningful because operating income is negative and there is no interest-bearing debt.
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The cash conversion cycle is not meaningful without cost-of-revenue disclosure. On trade receivables alone, days sales outstanding at FY2026 is about 206 days (2.04 / 3.62 × 365, period-end basis). This is very high and is consistent with the 1.2 million receivables impairment.
Interim data points
[Source: H1 FY2026 release, 9 Dec 2025. Note that cash fell to 1.85 million at 30 Sep 2025, showing how thin liquidity was between warrant exercises.]
Trend commentary
Revenue. Revenue grew about 2.8 times over two years from a very small base. The trajectory has three phases:
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An FY2024 dip (−20%) as legacy customisation projects rolled off.
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FY2025 growth driven by a one-off licensing transaction and subscription growth.
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FY2026 growth in which a third came from acquisitions completed late in the year.
The FY2026 exit run-rate is higher than reported revenue because Plan A was consolidated for only about 2.5 months. Some aggregators cite trailing-twelve-month revenue of about 4.5 million, unaudited. A full-year FY2027 contribution from Plan A, Matter and TRP, plus 2.4 million of deferred revenue, suggests standalone FY2027 revenue could reach mid-to-high single-digit millions. That is analyst inference, and no company guidance exists for the standalone business.
Costs. G&A nearly tripled. The drivers were:
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Headcount, from 32 to 114 people; acquisitions added 79 of the 82 net additions.
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5.6 million of share-based compensation.
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3.7 million of M&A fees.
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Higher audit costs from large-accelerated-filer status, which requires a SOX 404(b) auditor attestation.
Large-accelerated-filer status reflects the very high public float during the 2025 share-price spike. This is a structural cost legacy of that episode.
Loss quality. About 13.9 million of FY2026's 31.1 million net loss is non-cash or one-off on management's definitions: goodwill impairment 7.0, share-based payments 6.6 and professional fees 0.8. A further 3.7 million is M&A cost. Even so, adjusted EBITDA of −13.0 million is about 3.6 times revenue, and it worsened from −5.2 million in FY2025. There is no visible path to standalone profitability.
Balance sheet. Equity grew to 20.3 million. However, 44.2 million of assets are acquisition goodwill and intangibles, and 6.3 million is an advance to Resulticks, a counterparty whose acquisition is uncertain. Tangible equity is negative: 20.3 million equity minus 44.2 million goodwill and intangibles is about −23.9 million. Cash of 4.9 million against an adjusted EBITDA burn of 13 million implies a runway of under six months without new capital. That makes the deferred 20 million raise and Resulticks-linked funding critical.
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Group Entities
| Entity | Jurisdiction | Function | Acquired / formed |
|---|---|---|---|
Diginex Limited | Cayman Islands | Listed holding company | Holdco in place by Jul 2024 |
Diginex Solutions (HK) Limited (DSL) | Hong Kong | Legacy operating company (diginexESG, LUMEN, Apprise, Partners, Advisory) | Via Share Exchange, Jul 2024 |
Diginex Services Limited | United Kingdom | DSL subsidiary; UK operations | Pre-IPO |
Diginex USA LLC | Delaware, USA | DSL subsidiary; described as inactive in the F-1 | Pre-IPO |
Diginex MENA Limited | Abu Dhabi, UAE | Middle East expansion vehicle | Formed 26 Sep 2025 |
Matter DK ApS | Denmark | ESG data and investment intelligence | Acquired 3 Oct 2025 |
The Remedy Project Limited | Hong Kong | Human-rights remediation advisory | Acquired 7 Jan 2026 |
PlanA.earth GmbH, plus UK, France and Bulgaria subsidiaries | Germany, UK, France, Bulgaria | Carbon accounting, decarbonisation, ESG reporting SaaS | Acquired 13 Jan 2026 |
Revenue by Segment
| Metric | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
Software solutions revenue (USD Mn) | 0.4 | 1.3 | 2.7 |
Advisory fees revenue (USD Mn) | 0.9 | 0.7 | 0.3 |
Data sales revenue (USD Mn) | 0 | 0 | 0.6 |
Total revenue (USD Mn) | 1.3 | 2.0 | 3.6 |
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View Subscription PlansRevenue by Segment (%)
| Metric | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
Software solutions share of revenue (%) | 31 | 65 | 75 |
Advisory share of revenue (%) | 69 | 35 | 8 |
Data sales share of revenue (%) | 0 | 0 | 17 |
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View Subscription PlansSegment Revenue
| Stream | FY2025 YoY | FY2026 YoY |
|---|---|---|
Software solutions | +225% (0.4 to 1.3) | +108% (1.3 to 2.7) |
Advisory | −22% (0.9 to 0.7) | −57% (0.7 to 0.3) |
Data sales | — | New (Matter) |
Total | +57% | +77% |
Acquired Business Details
| Acquired business | Close date | FY2026 contribution (USD Mn) | Months consolidated (approx.) |
|---|---|---|---|
Matter | 3 Oct 2025 | ~0.6 | ~6 |
Plan A | 13 Jan 2026 | ~0.6 | ~2.5 |
The Remedy Project | 7 Jan 2026 | Not separately disclosed (inside the 1.2 million total acquired contribution) | ~3 |
Total acquired | — | ~1.2 | — |
Income Statement and Per-Share Data
| Metric | FY2022 | FY2023 | FY2024 | FY2025 | FY2026 |
|---|---|---|---|---|---|
Revenue (USD Mn) | 1.12 | 1.63 | 1.30 | 2.04 | 3.62 |
General & administrative expenses (USD Mn) | — | — | 9.36 | 10.34 | 28.50 |
Operating income (USD Mn) | — | — | -8.06 | -8.30 | -24.89 |
Other income, gains or losses (USD Mn) | — | — | 3.75 | 3.50 | -6.28 |
Finance cost, net (USD Mn) | — | — | -0.55 | -0.41 | -0.02 |
Pre-tax income (USD Mn) | — | — | -4.86 | -5.21 | -31.19 |
Income tax benefit or expense (USD Mn) | — | — | -0.01 | 0 | 0.04 |
Net income (USD Mn) | — | — | -4.87 | -5.21 | -31.15 |
EBITDA reported (USD Mn) | — | — | -4.2 | -4.7 | -30.5 |
Adjusted EBITDA (USD Mn) | — | — | -6.5 | -5.2 | -13.0 |
EPS basic (USD) | — | — | -0.51 | -0.33 | -1.20 |
EPS diluted (USD) | — | — | -0.75 | -0.53 | -1.20 |
Dividends per share (USD) | — | — | 0 | 0 | 0 |
Margin Analysis (%)
| Metric | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
Operating margin (%) | -620 | -407 | -688 |
EBITDA margin (%) | -323 | -230 | -843 |
Adjusted EBITDA margin (%) | -500 | -255 | -360 |
Net margin (%) | -375 | -255 | -861 |
Margin Analysis (%) (FY2023–FY2026)
| Metric | FY2023 | FY2024 | FY2025 | FY2026 |
|---|---|---|---|---|
Revenue YoY growth (%) | 45 | -20 | 57 | 77 |
Income Statement
| Metric | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
Employee benefits (USD Mn) | 5.0 | 4.8 | 13.3 |
M&A costs (USD Mn) | 0 | 0 | 3.7 |
Professional fees (USD Mn) | 0.5 | 2.1 | 2.9 |
IT development and maintenance support (USD Mn) | 2.1 | 1.5 | 2.4 |
Receivables impairment (USD Mn) | 0 | 0 | 1.2 |
Audit fees (USD Mn) | 0.6 | 0.4 | 1.1 |
Travel and entertainment (USD Mn) | 0.5 | 0.4 | 0.8 |
Investor relations (USD Mn) | 0 | 0.1 | 0.5 |
Non-employee share-based payments (USD Mn) | 0 | 0.4 | 1.0 |
Amortization and depreciation (USD Mn) | 0.1 | 0.1 | 0.6 |
Other (USD Mn) | 0.5 | 0.5 | 1.0 |
Total G&A (USD Mn) | 9.3 | 10.3 | 28.5 |
Financial Analysis
| Item | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
Loss for the year | -4.9 | -5.2 | -31.1 |
Add: interest | 0.6 | 0.4 | 0 |
Add: amortization | 0.1 | 0.1 | 0.6 |
EBITDA | -4.2 | -4.7 | -30.5 |
Share awards / options / RSU / PSU | 1.4 | 0.9 | 5.6 |
Goodwill impairment (Matter) | 0 | 0 | 7.0 |
M&A-related costs | 0 | 0 | 3.7 |
Non-employee share-based payments | 0 | 0 | 1.0 |
One-off professional fees | 0 | 0 | 0.8 |
IPO costs | 0 | 1.7 | 0 |
Revaluation gains/losses | -3.7 | -3.5 | 0 |
Finance income | 0 | 0 | -0.6 |
Adjusted EBITDA | -6.5 | -5.2 | -13.0 |
Balance Sheet
| Metric | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
Total assets (USD Mn) | — | 6.24 | 59.35 |
Cash and cash equivalents (USD Mn) | — | 3.11 | 4.87 |
Restricted bank balance (USD Mn) | — | 0.40 | 0.38 |
Trade receivables, net (USD Mn) | — | 1.39 | 2.04 |
Advance to Resulticks, net (USD Mn) | — | 0 | 6.32 |
Goodwill (USD Mn) | — | 0 | 37.60 |
Intangible assets, net (USD Mn) | — | 0 | 6.63 |
Goodwill and intangibles (USD Mn) | — | 0 | 44.23 |
Total current assets (USD Mn) | — | 5.97 | 14.97 |
Total current liabilities (USD Mn) | — | 1.57 | 8.72 |
Deferred revenue (USD Mn) | — | 0.51 | 2.37 |
Warrant liabilities (USD Mn) | — | 0 | 28.55 |
Deferred tax liabilities (USD Mn) | — | 0 | 1.76 |
Total liabilities (USD Mn) | — | 1.69 | 39.03 |
Interest-bearing debt short-term (USD Mn) | — | 0 | 0 |
Interest-bearing debt long-term (USD Mn) | — | 0 | 0 |
Lease liabilities total (USD Mn) | — | 0.24 | 0.16 |
Net debt (USD Mn) | — | -3.11 | -4.87 |
Working capital (USD Mn) | — | 4.40 | 6.26 |
Total equity (USD Mn) | -23.0 | 4.56 | 20.32 |
Accumulated losses (USD Mn) | — | -106.60 | -147.65 |
Returns & Leverage Ratios
| Metric | FY2024 | FY2025 | FY2026 |
|---|---|---|---|
Operating cash flow (USD Mn) | — | -7.67 | — |
Gross proceeds from IPO Warrant exercises (USD Mn) | 0 | 0 | 25.4 |
IPO gross proceeds incl. over-allotment (USD Mn) | 0 | 10.61 | 0 |
Dividends paid (USD Mn) | 0 | 0 | 0 |
Share buybacks (USD Mn) | 0 | 0 | 0 |
Returns & Leverage Ratios (%) and Financial Ratios (x)
| Metric | FY2025 | FY2026 |
|---|---|---|
ROE (%) | — | -250 |
ROA (%) | — | -95 |
Current ratio (x) | 3.79 | 1.72 |
Debt to equity (x) | 0 | 0 |
Asset turnover (x) | — | 0.11 |
Income Statement (Half-Yearly)
| Metric | H1 FY2025 (6m to 30 Sep 2024) | H1 FY2026 (6m to 30 Sep 2025) |
|---|---|---|
Revenue (USD Mn) | 0.52 | 2.05 |
Subscription and licence fees (USD Mn) | 0.2 | 1.9 |
Advisory fees (USD Mn) | 0.1 | 0.1 |
Customization fees (USD Mn) | 0.2 | 0.0 |
G&A (USD Mn) | 4.7 | 8.1 |
Net operating loss (USD Mn) | -4.2 | -6.0 |
Cash at period end (USD Mn) | — | 1.85 |
Net assets at period end (USD Mn) | — | 10.9 |
Revenue by Region (%)
| Metric | FY2025 | FY2026 |
|---|---|---|
Share of workforce in Hong Kong (%) | 57 | 22 |
Share of workforce in Europe and UK (%) | — | 72 |
Share of workforce elsewhere (%) | — | 6 |
Share Price
| Metric | IPO Jan 2025 | Aug 2025 | Dec 2025 | Jun 2026 | Jul 2026 | Aug 2026 | Sep 2026 |
|---|---|---|---|---|---|---|---|
DGNX share price (USD) | 4.10 | 62.73 | 33.36 | 0.88 | 1.50 | 1.33 | 1.24 |
Valuation Snapshot
| Metric | Value | Source |
|---|---|---|
1-year return (to 28 Jul 2026) | about −97% | Motley Fool |
Year-to-date (to 28 Jul 2026) | about −95.5% | Motley Fool |
Since first-day close (7.50 USD) | about −80% (to 28 Jul 2026) | Motley Fool |
vs. IPO price (4.10 USD) | about −70% (at about 1.24 USD) | Analyst computation |
3-year / 5-year | Not applicable (listed Jan 2025) | — |
Annualised volatility | 30-day annualised volatility of 156% (spring 2026) and an annualised swing of 204% (July 2026) reported | boerse-express; ad-hoc-news |
Valuation Snapshot by Multiple
| Multiple | Value | Basis |
|---|---|---|
Market cap (USD Mn) | ~63 | 50.13M shares × about 1.25 USD |
Enterprise value (USD Mn) | ~58 | Market cap minus 4.87M cash at 31 Mar 2026 (no debt) |
EV / Sales (x) | ~16 | FY2026 revenue of 3.62M |
P/B (x) | ~3.1 | Book equity of 20.32M at 31 Mar 2026 |
Capital Markets
| Item | Detail |
|---|---|
Dividend history | None. The 20-F states no cash dividends are expected for the foreseeable future. |
Dividend policy | Retain earnings for growth; board discretion subject to Cayman law (payable from profits or share premium only if solvent) |
Buyback authorizations | None disclosed |
Credit ratings (Moody's / S&P / Fitch) | None; unrated |
Debt maturity profile, Diginex standalone | No interest-bearing debt at 31 Mar 2026 |
Debt maturity profile, Resulticks (post-completion) | Ascertis term facility: 40M commitment, about 31.8M outstanding, matures by 3 Dec 2029. Anicut facilities: about 21.0M outstanding, to be refinanced before closing. [6-K, 7 Oct 2026] |
Action Details
| Action | Date | Ratio / terms |
|---|---|---|
Share subdivision | 26 Jul 2024 | Par to 0.00005 USD |
IPO | 22–27 Jan 2025 | 2,587,500 shares at 4.10 USD (10.61M gross) |
Bonus issue | 8 Sep 2025 | 7 bonus shares per share held |
Share consolidation | 28 Apr 2026 | 8-for-1; par to 0.0004 USD |
Equity raise (announced) | Aug 2026 | 20.0M shares plus 20.0M five-year warrants at 1.00 USD; 20M USD |
Proposed consolidation | Subject to 8 Oct 2026 EGM | 10-for-1 (per Panabee summary of EGM materials) |
Analyst Conclusions
Management guidance
Standalone: no numeric guidance. Stated FY2027 priorities are integration, a unified enterprise platform, recurring revenue growth and cost synergies. [FY2026 release]
Combined (secondary reports, transaction-contingent): combined FY2027 revenue target of about 280M (April 2026 SPA announcement, per Bollwerk). A 2026 revenue range of 190–210M is attributed to the company (boerse-express). Resulticks EBITDA is cited at 46–50M. These should be verified against the 24 Sep 2026 proxy statement.
Consensus growth expectations: none available (no formal coverage).
Bull case (three arguments)
-
The Resulticks combination works financially. Taking the A&R SPA figures at face value (about 150M revenue and 17M profit after tax in FY2025, over 60% CAGR since the pandemic), Diginex would become an about 40-times-larger, profitable entity. The structure is all-share, with 70M of committed private funding. At about 1.25 USD the stock trades below the 1.75 USD consideration price, so the market is pricing substantial non-completion or value-destruction risk. If the deal completes and the combined business re-rates toward software multiples on the existing float, the residual 14% could be worth more than the current market cap.
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The standalone platform is underappreciated. Full-year consolidation of Plan A, Matter and TRP, plus 2.37M of deferred revenue, could more than double revenue in FY2027 even without new wins. Software and data were already about 92% of the FY2026 mix. Many of the FY2026 cost lines were one-off: 3.7M of M&A costs, a 7.0M impairment and 0.8M of project fees.
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Regulatory demand and blue-chip validation. The client roster (HSBC, Coca-Cola, Unilever, Visa, BMW, Deutsche Bank) and channels (Russell Bedford, HSBC accelerator) provide enterprise credibility. Mandatory disclosure regimes create a structural floor for audit-ready ESG data.
Bear case (three arguments)
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Value transfer and loss of control. Current shareholders would own about 14% of a company whose value rests on a marketing-technology business. That business is leveraged with about 52.8M of debt secured on its IP and shares, and Diginex may be asked to guarantee it. The headline valuation has fallen 47% since the MOU (about 2B to 1.05B), which undermines confidence in the original value claims.
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The standalone business is unviable without continuous equity. Adjusted EBITDA of −13.0M against 4.87M of cash and a deferred-settlement 20M raise implies recurring dilution. Negative tangible equity, the early Matter impairment, about 206 days of DSO and receivables write-offs point to weak economic quality behind the headline growth.
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Governance and credibility deficits. Three CEOs in 2026, a COO exit mid-transaction, an ICFR material weakness, a class-action investigation, MOUs that never closed (Findings, Kindred, the ADX raise) and five long-stop extensions all erode trust. The 97% one-year share-price fall reflects this and limits the share currency for future M&A.
Key catalysts and monitorables (next 12 months)
-
8 October 2026 EGM result: approval of the A&R SPA, share issuance, authorised capital increase and articles. Results were not yet published at cut-off.
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Nasdaq decision on the Rule 5110 initial listing application for the combined company.
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Lender consents: a no-objection certificate from Ascertis; refinancing of the Anicut facilities; any Diginex guarantee requiring board or shareholder approval.
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Completion by the 30 October 2026 target, or a further long-stop extension or termination.
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Board reconstitution; appointment of Redickaa Subrammanian as CEO; Chairman Pelham's exit; any permanent standalone leadership.
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Receipt of the 20M raise proceeds (window to 31 Mar 2027) and of the 70M funding commitments.
-
Whether Resulticks paid the 2M instalments under the reseller agreement by end-September 2026, and recoverability of the 6.32M advance.
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H1 FY2027 interim results (six months to 30 Sep 2026, likely due around December 2026): first full-period view of Plan A, Matter and TRP, and the standalone cash burn.
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Class action: whether a complaint is filed, against which defendants, and the class period.
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Remediation of the material weakness and the FY2027 SOX 404(b) outcome.
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Execution of the proposed 10-for-1 consolidation and its effect on Nasdaq bid-price compliance.
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Re-determination of FPI status (tested at 30 Sep 2026) after the change in shareholder base.
Concluding analyst verdict
Diginex is no longer an investable ESG software company in the conventional sense. It is a special situation whose outcome turns on the Resulticks transaction. The standalone business has real but sub-scale assets:
-
A credible portfolio spanning reporting, carbon accounting, data, supply-chain due diligence and remediation
-
Blue-chip references
-
A recurring-revenue mix above 90%
These assets support only about 3.6 million of revenue and absorb about 13 million of adjusted EBITDA annually. The balance sheet relies on goodwill and on one counterparty advance. Survival has depended on the controlling shareholder's warrant exercises and on deferred-payment equity. On standalone fundamentals, the current market value of about 60 million (about 16 times trailing sales) is hard to defend.
The Resulticks combination would replace that profile entirely. On the terms announced, about 86% of the group passes to Resulticks' holders and new investors. The combined company would carry about 53 million of IP- and share-secured debt, and its management, board and strategy would be set by the incoming side. For existing holders, the question becomes whether a 14% stake in an approximately 150-million-revenue, AI-led customer-engagement business is worth more than today's market value.
The headline maths says yes. The process history counsels heavy discounting:
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Valuation cuts from about 2 billion to 1.05 billion
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Repeated deadline slippage
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Leadership departures during the final stretch
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An open class-action investigation
Our overall assessment is High Risk / Speculative. The distribution of outcomes is binary and depends on events. Completion on terms, Nasdaq approval and lender consents within October–November 2026 are necessary but not sufficient for value creation. Investors should demand audited Resulticks financials, clarity on any Diginex guarantees and evidence of cash receipts from the 20 million raise and the reseller instalments. Failure to complete would leave a cash-constrained, sub-scale ESG platform facing renewed dilution and listing risk.
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View Subscription PlansExecutive Leadership
Executive Leadership Team
| Name | Title | Tenure | Background | Age | Source |
|---|---|---|---|---|---|
Miles (Christian) Pelham | Founder, Chairman and director | Since founding | About 21 years in investment banking at global banks. Founded Eqonex Ltd (digital-asset infrastructure). Sole shareholder of Rhino Ventures Limited. Under the Resulticks A&R SPA, will step down as Chairman at completion. | 48 | 20-F FY2026; RTT News, Aug 2026 |
Lorenzo Romano | Deputy Chairman | — | — | 48 | 20-F FY2026; FY2026 release |
Paul (Neil) Ewing | Chief Financial Officer | In role through FY2026 | Signed the SOX 906 certification for the FY2026 20-F | 53 | 20-F FY2026, Ex. 13.2 |
Archana Kotecha | Interim Chief Executive Officer | From 31 Aug 2026 | Founder and CEO of The Remedy Project. Joined Diginex in Jan 2026 as Head of Advisory, later Chief Impact Officer. Received 2,000,000 shares under the TRP transaction. | — | Release, 2 Sep 2026; fintool |
Gray Bridges | Interim Chief Technology Officer | From 31 Aug 2026 | Long-serving Diginex executive (Hong Kong) | — | investing.com summary |
Jan-Jaap Verhoeve | Chief Commercial Officer | — | Mandate: global revenue growth and expansion | — | FinancialFilings.com |
Carole Zibi | Chief Marketing Officer | From 10 Jun 2026 | VP Marketing at Plan A from Nov 2023; previously LinkedIn, Disney, Yahoo | — | boerse-express |
Lubomila Jordanova | Former CEO and director | 28 Jan 2026 – 31 Aug 2026 | Founder and CEO of Plan A since Apr 2017. MIT Innovator Under 35 Europe; Obama Europe Leader. EIB climate advisory committee; WEPA sustainability board; Glint Solar advisory board. Now strategic adviser to the board. | — | 6-K, Jan 2026; release, 2 Sep 2026; 20-F |
Mark Blick | Former CEO and director | About 8 years to 27–28 Jan 2026 | Led the IPO and early M&A; now strategic adviser | — | 6-K, Jan 2026 |
Jacob Friedman | Former COO | Resigned around 31 Aug 2026 | — | — | investing.com summary |
Redickaa Subrammanian | CEO-designate of combined company | At Resulticks completion | Co-founder and CEO of Resulticks | — | RTT News, Aug 2026 |
“—” = not publicly disclosed.
Major Shareholders
| Holder | Stake | Basis / date | Source |
|---|---|---|---|
Rhino Ventures Limited (Miles Pelham) | 39.2% beneficial (32,355,003 shares) | Based on 82,560,892 shares including 32,355,003 warrant shares exercisable within 60 days; as of 24 Sep 2026 (event date 22 Sep 2026). The beneficial amount equals the warrant-underlying count, which implies the position consisted entirely of warrant-underlying shares at that date. This should be confirmed in the filing narrative. | 13D/A No. 7 |
Rhino Ventures Limited | 40.1% beneficial (33,048,073 shares) | Based on 82,446,496 shares including 32,316,366 warrant shares; as of 10 Aug 2026 | 13D/A No. 6 |
Rhino Ventures Limited | 57.7% beneficial (233,726,315 pre-consolidation shares) | Based on 405,161,866 pre-consolidation shares including 172,604,339 warrant shares; as of 16 Mar 2026 | 13D/A No. 5 |
Former Plan A, Matter and TRP vendors | Not disclosed individually | 6,720,317 (Plan A), 1,241,496 (Matter, 85% at close and 15% after 12 months) and 3,000,000 (TRP) consideration shares, subject to lock-ups | fintool; Matter 6-K |
Lubomila Jordanova | About 0.22% | — | Simply Wall St |
Top-10 institutional holders | Not publicly disclosed in reviewed sources (13F coverage minimal) | — | — |
Competitive Landscape
Competitors by Segment
| Product area | Competitor | Ownership | Revenue (latest public) | Relative positioning vs. Diginex |
|---|---|---|---|---|
ESG reporting / CSRD | Workiva | Listed (NYSE: WK) | About 885 million (latest fiscal year, per TickerGate) | Dominant integrated financial and ESG reporting; vastly larger |
ESG reporting / EHS | Sphera | Private | — | Enterprise EHS and sustainability incumbent |
ESG reporting / GRC | Diligent (ESG module) | Private | — | Board-level governance distribution advantage |
ESG reporting | Cority; Enablon (Wolters Kluwer) | Private / listed parent | Not segmented | EHS and ESG suites with large installed bases |
Carbon accounting | Watershed | Private | — | Well-funded US leader; enterprise focus |
Carbon accounting | Persefoni | Private | — | Financial-sector carbon accounting (PCAF) |
Carbon accounting (Europe) | Sweep; Greenly; Normative | Private | — | Direct European competitors to Plan A |
Carbon accounting | Salesforce Net Zero Cloud; Microsoft Cloud for Sustainability; SAP Sustainability | Listed hyperscalers | Not segmented | Bundled platform threat to stand-alone vendors |
Supply-chain due diligence | EcoVadis | Private | — | Ratings-led supplier network; scale advantage vs. Lumen |
Supply-chain due diligence | IntegrityNext; Sedex; Achilles | Private | — | Supplier risk monitoring and audits |
Supply-chain / vendor risk | Findings (formerly a target) | Private | — | Overlaps Lumen in AI supplier monitoring |
ESG data / ratings | MSCI ESG & Climate; Morningstar Sustainalytics; ISS ESG; LSEG; S&P Global | Listed parents | — | Matter competes as a niche data vendor against data incumbents |
ESG data | Clarity AI | Private | — | AI-native ESG data; direct Matter competitor |
Human-rights advisory | Big Four sustainability practices; specialist NGOs/consultancies (e.g., Verité, Impactt) | Private / partnerships | Not segmented | TRP is a boutique by comparison |
“—” = not publicly disclosed.
Peer Comparison FY2026
| Metric | Diginex (FY2026) | Workiva |
|---|---|---|
Revenue (USD Mn) | 3.6 | ~885 (TickerGate) |
Revenue growth (%) | 77 (about 20% organic, analyst est.) | — |
Operating margin (%) | -688 | — |
R&D intensity (% of revenue) | ~66 (IT development proxy) | — |
Clients | ~1,500+ (Plan A) plus legacy | — |
Recent Developments
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