PART I Item 3. Key Information This section summarizes key financial data, highlighting revenue growth, operating losses, and significant risks from ESG market, Hong Kong operations, and U.S. public company status Selected Historical Financial Information This section presents selected historical financial data, showing revenue fluctuations, persistent net losses, and a significant improvement in total equity driven by capital raising activities Selected Historical Financial Data (USD) | Indicator | March 31, 2025 | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | :--- | | Operations Data | | | | | Revenue | 2,040,602 | 1,299,538 | 1,625,763 | | Loss for the year | (5,212,879) | (4,871,387) | (9,257,598) | | Financial Position Data | As at March 31, 2025 | As at March 31, 2024 | | | Cash and cash equivalents | 3,111,141 | 76,620 | | | Total Assets | 6,243,162 | 974,417 | | | Total equity (deficit) | 4,557,950 | (23,010,124) | | Risk Factors The company faces substantial risks including limited operating history, ESG market dependence, cybersecurity threats, Hong Kong political and legal risks, and potential adverse tax consequences for U.S. shareholders - The company has a limited operating history and has incurred operating losses of $8.3 million, $8.1 million, and $7.3 million for the fiscal years ended March 31, 2025, 2024, and 2023, respectively. Profitability is not assured35 - Business success is highly dependent on the continued growth and adoption of ESG reporting requirements by businesses and governments. Revenue is largely subscription-based, relying on new client acquisition and renewals3940 - Operations in Hong Kong expose the company to risks of PRC government intervention, which could impact business, the ability to accept foreign investment, or remain listed on a U.S. exchange. The applicability of PRC laws like the Data Security Law and the National Security Law in Hong Kong creates significant uncertainty778199 - As a Cayman Islands company, shareholders may face difficulties in protecting their interests due to a less developed body of securities and corporate law compared to the U.S. The company is also permitted to follow home country governance practices, which may offer less protection than Nasdaq standards112115 - The company may be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. shareholders127 - A major shareholder beneficially owns approximately 40.2% of outstanding shares, giving them substantial influence over corporate decisions, which may not align with the interests of other shareholders136 Item 4. Information on the Company This section details the company's history, restructuring, and IPO, provides a business overview of its ESG SaaS products and advisory services, and outlines strategies for channel partnerships and global expansion, including a potential UAE dual listing History and Development of the Company This section outlines the company's history, including its Cayman Islands incorporation, July 2024 restructuring, January 2025 Nasdaq IPO, and relocation of its global headquarters to London, UK - The company completed a restructuring on July 15, 2024, making Diginex Limited the parent holding company of the operating subsidiary DSL190195 - Completed its Initial Public Offering (IPO) on January 23, 2025, issuing 2,250,000 Ordinary Shares at $4.10 per share, with an over-allotment option for an additional 337,500 shares exercised on January 27, 2025203 - Relocated its global headquarters and principal executive office from Hong Kong to London, UK, effective April 1, 2025184 Business Overview Diginex operates in the growing ESG software and services market with products like diginexESG and diginexLUMEN, shifting to recurring subscriptions, and pursuing growth through channel partnerships and expansion into markets like the UAE - The global market for ESG reporting software is projected to grow from $1.3 billion in 2023 to $5.6 billion in 2029 (26% CAGR), with the supply chain sustainability software market expected to grow from $1.7 billion in 2023 to $6.8 billion by 2028 (32% CAGR)215 Revenue by Business Line (in millions USD) | Business Line | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | DiginexESG/LUMEN (Software) | 1.3 | 0.4 | 0.4 | | DiginexADVISORY | 0.3 | 0.2 | 0.2 | | DiginexPARTNERS (Customization) | 0.4 | 0.7 | 1.0 | | Total | 2.0 | 1.3 | 1.6 | - The company is strategically shifting focus from diginexPARTNERS (customization) to recurring revenue from software subscriptions (diginexESG, diginexLUMEN), which saw a significant revenue increase in FY2025235 - Key sales channels include direct sales, referrals from partners like HSBC, and strategic relationships with accounting and consulting firms such as Russell Bedford and Baker Tilly Singapore246251253 - The company is pursuing a strategic expansion into the UAE and broader GCC region, including a potential dual listing on the Abu Dhabi Securities Exchange (ADX) and a capital raise of up to $250 million, facilitated by MOUs with Nomas Global Investments and Al Noor Legal Consultants290291 Organizational Structure Diginex Limited, a Cayman Islands holding company, operates through its primary subsidiary Diginex Solutions (HK) Limited, which wholly owns entities in the United Kingdom and the United States Corporate Structure | Entity | Jurisdiction | Ownership | | :--- | :--- | :--- | | Diginex Limited | Cayman Islands | Parent Company | | Diginex Solutions (HK) Limited | Hong Kong | 100% owned by Diginex Limited | | Diginex Services Limited | United Kingdom | 100% owned by DSL | | Diginex USA LLC | United States | 100% owned by DSL | Item 5. Operating and Financial Review and Prospects This section analyzes financial performance, showing revenue growth, persistent unprofitability, increased general and administrative expenses due to IPO costs, significantly improved liquidity post-IPO, and recent MOUs for potential acquisitions Results of Operations For FY2025, revenue increased by 54% to $2.0 million, driven by software subscriptions, while operating loss widened slightly to $8.3 million, and general and administrative expenses rose due to IPO costs, with a net loss of $5.2 million mitigated by fair value gains Results of Operations (in USD millions) | | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Revenue | 2.0 | 1.3 | 1.6 | | General and administrative expenses | (10.3) | (9.4) | (8.9) | | Operating loss | (8.3) | (8.1) | (7.3) | | Loss for the year | (5.2) | (4.9) | (9.3) | - Revenue from Software Subscriptions and License fees grew significantly to $1.3 million in FY2025 from $0.4 million in FY2024, mainly due to a $0.9 million white-label deal in Malaysia315316 - General and administrative expenses increased by $1.0 million in FY2025, primarily due to a $1.6 million increase in professional fees related to the IPO320329 - IT development and maintenance support costs decreased to $1.5 million in FY2025 from $2.1 million in FY2024, reflecting a strategic shift away from resource-intensive customization projects326 - The company recognized a net fair value gain of $3.5 million on financial liabilities (preferred shares and convertible notes) in FY2025, compared to a gain of $3.8 million in FY2024 and a loss of $1.9 million in FY2023. These liabilities were converted to equity in FY2025335336337 Liquidity and Capital Resources The company's liquidity significantly improved in FY2025, with cash rising to $3.1 million due to $10.7 million in IPO proceeds from financing activities, and no outstanding debt after converting loans and notes to equity Summary of Cash Flows (in USD Millions) | | As of March 31, 2025 | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | :--- | | Net cash (used in) operating activities | (7.7) | (5.8) | (6.6) | | Net cash provided by financing activities | 10.7 | 4.7 | 6.5 | | Net increase (decrease) in cash | 3.0 | (1.1) | (0.1) | | Cash and cash equivalents, end of year | 3.1 | 0.1 | 1.2 | - The company raised gross proceeds of $10.6 million from its IPO in January 2025358367 - As of March 31, 2025, the company had no outstanding debt, as all shareholder loans, related party loans, and convertible notes were either converted to equity or repaid during the fiscal year372 Recent Developments Subsequent to year-end, Diginex signed significant MOUs to acquire Matter DK ApS for $13 million in stock and Resulticks for $2 billion in stock and cash, including a $500 million earnout, and agreed to provide Resulticks with up to $11 million in funding - Signed an MOU on May 23, 2025, to acquire Matter DK ApS for $13 million in an all-share transaction. Diginex also agreed to loan Matter EUR 250,000386387 - Signed an MOU on June 5, 2025, to acquire Resulticks Global Companies Pte. Limited for $2 billion. The consideration includes $1.4 billion in Diginex shares (valued at $72/share), $100 million in cash, and a potential $500 million earnout based on future EBITDA performance388389 - On June 23, 2025, Diginex agreed to provide up to $11 million in funding to Resulticks ahead of the potential acquisition391 Item 6. Directors, Senior Management and Employees This section introduces the company's board and senior management, details executive compensation and incentive plans, describes the board's composition and committees, and highlights concentrated share ownership by insiders Directors and Executive Officers | Name | Position | | :--- | :--- | | Miles Pelham | Chairman and Director | | Mark Blick | Chief Executive Officer and Director | | Tomicah Tillemann-Dick | Non – Executive Director | | Carnel Geddes | Non – Executive Director | | Katerina Klezlova | Non – Executive Director | | Paul Ewing | Chief Financial Officer | | Christian Thierfelder | Chief Operating Officer | | Graham Bridges | Chief Technology Officer | | Jessica Camus-Demarche | Chief Corporate Affairs Officer | - For the year ended March 31, 2025, aggregate compensation paid to executive officers was approximately $1.6 million in cash403 - The company adopted the 2024 Omnibus Incentive Plan, with 5,400,000 Ordinary Shares available for issuance under various award types408816 - The Board of Directors consists of five members, with three (Tomicah Tillemann-Dick, Carnel Geddes, Katerina Klezlova) qualifying as independent under Nasdaq rules424 - As of July 11, 2025, insiders (directors and executive officers) beneficially own approximately 51.6% of the company's total issued and outstanding Ordinary Shares161435 Item 7. Major Shareholders and Related Party Transactions This section details significant ownership stakes and related party transactions, primarily with major shareholder Rhino Ventures Limited, including funding via loans and warrants issued during the IPO, and the conversion of convertible notes and preferred shares to equity - Rhino Ventures Limited, controlled by Chairman Miles Pelham, provided significant funding via loans. In May 2024, $1.9 million of loans were converted as part of an $8.0 million capital raise. In January 2025, a further $3.0 million loan was converted into 731,707 Ordinary Shares at the IPO price442443 - In connection with the IPO on January 23, 2025, the company issued six tranches of IPO Warrants to Rhino Ventures Limited, each to purchase 2,250,000 Ordinary Shares at escalating exercise prices453 - On May 6, 2025, Rhino Ventures transferred three tranches of its IPO Warrants (Tranches 4, 5, and 6) to Nomas Global Investments-L.L.C-S.P.C454 - All outstanding Convertible Loan Notes ($4.35 million principal) and Preferred Shares (held by HBM IV, Inc.) were converted into Ordinary Shares on December 20, 2024, when the company's registration statement became effective446447 Item 10. Additional Information This section outlines the company's share capital structure, key corporate governance provisions, and material contracts, including MOUs for UAE expansion and potential acquisitions, also covering tax considerations like PFIC risk for U.S. holders - As of July 11, 2025, the company had 22,993,763 ordinary shares outstanding and zero preferred shares outstanding, out of an authorized 960 million ordinary and 40 million preferred shares466 - Rhino Ventures Limited holds 4,170,520 warrants exercisable at $6.13 until May 2027, which if exercised would result in it owning 51% of the company's shares at the time of exercise477 - The company has signed MOUs for potential expansion in the UAE, which includes a dual listing on the ADX and a capital raise of up to $250 million488 - The company has signed non-binding MOUs to acquire Matter DK ApS for $13 million in stock and Resulticks Global for $2 billion in stock and cash492495 - U.S. Holders of the company's shares face a risk of the company being classified as a Passive Foreign Investment Company (PFIC), which could lead to adverse U.S. federal income tax consequences513514 Item 11. Quantitative and Qualitative Disclosures About Market Risks The company is exposed to market risks including foreign currency fluctuations and minimal interest rate risk, manages credit risk through high-credit-rating institutions, and addresses liquidity risk via equity and debt financing, with the IPO significantly improving capital position - The company's primary currency exposure has been between the USD and the pegged HKD, but this is increasing with exposure to the British Pound and Euro. The company is considering a formal hedging policy345536 - Interest rate risk is minimal as the company has no significant borrowings at variable interest rates537 - Liquidity risk is managed through capital raising activities. The company has historically been funded by equity, convertible debt, and shareholder loans, with the recent IPO providing significant additional capital540834 PART II Item 16. Other Disclosures This section covers governance and compliance, including audit fees, the company's exemptions as a foreign private issuer and emerging growth company, and its cybersecurity risk management program and insider trading policy Principal Accountant Fees (UHY LLP) | Service | 2025 | 2024 | | :--- | :--- | :--- | | Audit Fees | US$ 366,572 | US$ 529,871 | - As a foreign private issuer, the company follows certain home country (Cayman Islands) governance practices in lieu of Nasdaq rules, such as those related to shareholder approval for certain equity issuances and board composition549 - The company is an "emerging growth company" under the JOBS Act and takes advantage of exemptions, including not being required to have an auditor attestation of its internal controls over financial reporting550 - The company has implemented a cybersecurity risk management program, with oversight from the Board's Audit Committee, to identify, assess, and manage cyber risks. No material cybersecurity incidents were reported in the last three fiscal years557558560 PART III Item 18. Financial Statements This section presents the audited consolidated financial statements for FY2023-2025, showing significant improvement in financial position with positive equity due to IPO financing, despite persistent net losses, and includes notes on reorganization, revenue recognition, related party transactions, and subsequent acquisition MOUs Consolidated Statements of Profit or Loss and Other Comprehensive Loss For FY2025, the company reported revenue of $2.04 million, an operating loss of $8.30 million, and a net loss of $5.21 million, with basic loss per share at ($0.33) Consolidated Statement of Profit or Loss (USD) | | Year ended 31 March 2025 | Year ended 31 March 2024 | Year ended 31 March 2023 | | :--- | :--- | :--- | :--- | | Revenue | 2,040,602 | 1,299,538 | 1,625,763 | | General and administrative expenses | (10,344,514) | (9,363,345) | (8,900,491) | | OPERATING LOSS | (8,303,912) | (8,063,807) | (7,274,728) | | Other income, gains or (losses) | 3,501,200 | 3,753,988 | (1,762,410) | | LOSS BEFORE TAX | (5,212,879) | (4,862,470) | (9,257,598) | | LOSS FOR THE YEAR | (5,212,879) | (4,871,387) | (9,257,598) | | Basic loss per share | (0.33) | (0.51) | (0.97) | Consolidated Statements of Financial Position As of March 31, 2025, the company's financial position significantly strengthened, with total assets increasing to $6.24 million, total liabilities decreasing to $1.69 million, and total equity turning positive to $4.56 million from a prior deficit, primarily due to equity conversions Consolidated Statement of Financial Position (USD) | | At 31 March 2025 | At 31 March 2024 | | :--- | :--- | :--- | | Total non-current assets | 271,135 | 392,633 | | Total current assets | 5,972,027 | 581,784 | | Total Assets | 6,243,162 | 974,417 | | Total current liabilities | (1,574,345) | (14,267,453) | | Total non-current liabilities | (110,867) | (9,717,088) | | Total Liabilities | (1,685,212) | (23,984,541) | | Total equity (deficit) | 4,557,950 | (23,010,124) | Consolidated Statements of Cash Flows For FY2025, net cash used in operating activities was $7.7 million, offset by a significant $10.7 million inflow from financing activities, primarily IPO proceeds, resulting in a $3.0 million net increase in cash and a year-end balance of $3.1 million Consolidated Statement of Cash Flows (USD) | | Year ended 31 March 2025 | Year ended 31 March 2024 | Year ended 31 March 2023 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (7,671,255) | (5,856,708) | (6,591,318) | | Net cash used in investing activities | (10,032) | - | - | | Net cash generated from financing activities | 10,715,808 | 4,750,152 | 6,500,000 | | NET INCREASE (DECREASE) IN CASH | 3,034,521 | (1,106,556) | (91,318) | | Cash and cash equivalents, end of year | 3,111,141 | 76,620 | 1,183,176 | Notes to the Consolidated Financial Statements The notes provide critical context to the financial statements, detailing group reorganization, IPO accounting, revenue recognition policies, financial instrument valuation, related party transactions, and significant subsequent events including major acquisition MOUs - The financial statements are prepared as if the company had always been the holding company of the group, following a recapitalization in July 2024 where Diginex Limited became the parent of DSL597601 - Revenue is recognized at a point-in-time for software license fees and most customization/advisory work, and over time for software subscriptions. In FY2025, $1.64 million was recognized at a point-in-time and $0.40 million over time724 - Key management personnel received total compensation of $2.41 million in FY2025, including $0.78 million in share-based payments763 - Subsequent to year-end, the company signed MOUs to acquire Matter DK ApS for $13M in stock and Resulticks for $2B in stock and cash. It also received an $8M advance from Rhino Ventures for warrant exercises850853
Diginex Ltd(DGNX) - 2025 Q4 - Annual Report