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 ~~February~~March 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 office)

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): ☐

~~Entry~~Extension ~~into~~of aExercise ~~Reseller~~Periods ~~Agreement~~for ~~with Resulticks~~Warrants

Diginex Limited (“Diginex” or the “Company”) ~~and~~previously ~~Resulticks~~issued ~~Global~~the ~~Companies~~following ~~Pte~~warrants ~~Limited~~of ~~(“Resulticks”), a~~the ~~globally~~Company ~~recognized~~to ~~leader~~Rhino ~~in real-time~~Ventures Limited, ~~AI-driven customer engagement and data management solutions, entered into~~ a ~~reseller~~Cayman ~~agreement, dated~~Islands ~~February~~exempted ~~18,~~company ~~2026~~ (~~the~~ “~~Reseller Agreement~~RVL”)., ~~The~~which ~~Reseller Agreement~~ is ~~for~~owned aand ~~term~~controlled ofby ~~four~~Miles ~~(4)~~Pelham, ~~years~~the ~~and~~Chairman ~~projects targeted sales for Diginex~~ of ~~US$40 million in cumulative revenue over~~ the ~~next four years. The Reseller Agreement is expected to generate significant recurring revenue and to accelerate Diginex’s global expansion in high-growth markets.~~Company:

~~Pursuant~~1. ~~to the Reseller Agreement~~4,170,520 ~~Resulticks~~warrants ~~will~~issued ~~actively~~to ~~resell~~RVL ~~Diginex’s~~pursuant ~~flagship~~to ~~ESG~~a ~~and~~deed ~~sustainability~~dated ~~platforms~~15 toJuly ~~Resulticks’ broad~~2024 ~~enterprise~~and ~~client~~corrected ~~base~~on ~~spanning~~30 ~~retail~~January 2026, ~~consumer~~that ~~goods,~~are ~~technology,~~exercisable ~~financial~~at ~~services,~~a ~~and~~price of ~~beyond~~US$6.13 ~~Diginex~~per ~~believes~~warrant byand ~~leveraging Resulticks’~~were ~~established~~exercisable ~~presence~~until in27 ~~the~~May ~~United~~2027 ~~States, South-East Asia,~~ (the ~~Middle~~“Founders ~~East~~Warrant”), ~~and~~which ~~India,~~if ~~the~~fully ~~Reseller Agreement positions~~exercised, ~~Diginex~~will toresult ~~rapidly~~in ~~capture~~the ~~demand~~issuance ~~for~~of ~~integrated~~Ordinary ~~ESG~~Shares ~~compliance~~in ~~and~~an ~~data-driven~~amount ~~sustainability tools amid tightening global regulations and rising stakeholder expectations. Resulticks shall receive a commission~~ equal to 1551% of the ~~annual~~Company’s ~~fee~~outstanding ofOrdinary Shares at the ~~Diginex~~time ~~license~~the ~~sold for~~warrants ~~first~~are ~~year’s~~exercised, ~~license~~ and 7%such ofamount ~~the~~will ~~annual~~be ~~fee~~prorated ofin the ~~Diginex~~event ~~license~~of ~~sold~~partial ~~for~~exercise ~~retaining term~~ of the ~~license. Diginex has also agreement to pay or reimburse Resulticks for market development activities.~~warrants;

~~The~~2. ~~foregoing~~On ~~description~~23 ofJanuary 2025 the ~~Reseller~~Company ~~Agreement~~issued ~~does~~RVL ~~not~~a ~~purport~~warrant to bepurchase ~~complete~~18,000,000 ~~and~~Ordinary isShares, ~~qualified~~exercisable inat ~~its~~a ~~entirety~~price byof ~~the~~$1.03 ~~terms~~per ~~and conditions~~share, ofwhich ~~the~~is ~~actual~~equivalent ~~Reseller~~to ~~Agreement,~~100% apremium ~~copy~~to ofthe ~~which~~initial ispublic ~~included~~offering ~~attached~~price ~~hereto~~per asshare, ~~Exhibit~~which ~~10.1,~~were ~~and~~exercisable ~~incorporated~~until ~~herein~~23 byApril ~~reference~~2026 (the “IPO Warrant No. 1”),

On3. ~~February~~On ~~19,~~23 ~~2026,~~January ~~Diginex~~2025 the Company issued RVL a ~~press~~warrant ~~release~~to ~~disclosing~~purchase ~~the~~18,000,000 ~~signing~~Ordinary ofShares, ~~the~~exercisable ~~Reseller~~at ~~Agreement~~a price of $1.28 Aper ~~copy~~share, which ofis equivalent to 150% premium to the ~~February~~initial 19public offering price per share, ~~2026~~which ~~press release~~were isexercisable ~~attached~~until ~~hereto~~23 asJuly ~~Exhibit~~2026 (the 99“IPO Warrant No.1. 2”), and

~~Entry~~4. ~~into~~On an23 ~~Agreement~~January ~~with~~2025 ~~Resulticks~~the Company issued RVL a warrant to ~~Restructure~~purchase ~~the~~18,000,000 ~~repayment~~Ordinary Shares, exercisable at a price of US$81.54 ~~million~~per share, inwhich ~~Funding~~is equivalent to 200% premium to the initial public offering price per share, which were exercisable until 23 January 2027 (the “IPO Warrant No. 3”)

~~Diginex~~On ~~and~~March ~~Resulticks~~20, ~~entered~~2026, ~~into~~the anBoard ~~agreement,~~of ~~dated~~Directors ~~February~~of 18the Company, ~~2026~~with ~~(the~~Mr. ~~“Funding~~Pelham ~~Repayment Agreement”)~~abstaining, ~~pursuant~~approved toand ~~Resulticks agreed~~authorized toa ~~repay~~two ~~the~~year ~~existing~~extension ~~US$8~~to the ~~million~~exercise ~~funding~~periods ~~Diginex~~for ~~extended~~each toof ~~Resulticks (~~the ~~“Existing~~Founders ~~Funding”)~~Warrant, inIPO ~~four~~Warrant ~~equal~~No. ~~instalments of~~1, ~~US$2~~IPO ~~million~~Warrant ~~each~~No. ~~(each~~2, aand ~~“Principal~~IPO ~~Instalment”)~~Warrant onNo. ~~the~~3. ~~following~~On ~~dates: (a)~~ March 20, 2026~~; (b) June 1~~, ~~2026;~~the ~~(c)~~Company ~~June 15,~~and ~~2026;~~RVL executed and delivered: (d1) ~~September~~an ~~30,~~amendment ~~2026.~~to ~~Interest~~the ~~shall~~Founders ~~continue~~Warrant to ~~accrue~~extend on the exercise ~~Existing~~period ~~Funding~~by intwo ~~accordance~~years ~~with~~to ~~the~~27 ~~parties~~May ~~original agreement~~2029 (the “~~Interest~~Amended Founders Warrant”), at(2) aan ~~rate~~amendment ofto ~~ten~~the IPO ~~(10)~~Warrant ~~per~~No. ~~cent~~1 ~~per~~to ~~annum~~extend ~~from~~ the ~~respective~~exercise ~~date~~period ofby ~~disbursement~~two ofyears ~~each~~to ~~portion of~~23 April 2028 (the ~~Existing~~“Amended ~~Funding~~IPO Warrant No. 1”), (3) an amendment to the ~~date~~IPO onWarrant ~~which~~No. ~~such~~2 ~~portion~~to isextend ~~repaid~~the asexercise aperiod ~~Principal~~by ~~Instalment~~two asyears ~~contemplated~~to ~~above.~~23 ~~The~~July ~~entire~~2028 ~~outstanding~~(the “Amended IPO ~~and~~Warrant ~~accrued~~No. ~~Interest~~2”), and (~~including~~4) an amendment to the ~~portion~~IPO ofWarrant No. 3 to extend the ~~Interest~~exercise ~~accrued~~period upby two years to ~~and~~23 ~~including~~January 2029 (the ~~date~~“Amended IPO Warrant No. 3”). Copies of the ~~payment~~Amended ofFounders Warrant, the ~~final~~Amended ~~Principal~~IPO Warrant No. ~~Instalment)~~1, ~~shall~~the beAmended ~~paid~~IPO inWarrant aNo. ~~single~~2, ~~tranche~~and (the ~~“Final~~Amended ~~Interest~~IPO ~~Payment”)~~Warrant onNo. ~~September~~3 30are attached hereto as Exhibit 10.1, ~~2026~~Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and incorporated herein by reference.

The foregoing description of the Funding Repayment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual Funding Repayment Agreement, a copy of which is included attached hereto as Exhibit 10.2, and incorporated herein by reference.

Exhibit No.		Description
10.1		Founders Amended Warrant, dated March 20, 2026.
10.2		Amended IPO Warrant No. 1, dated March 20, 2026.
10.3		Amended IPO Warrant No. 2, dated March 20, 2026.
10.4		Amended IPO Warrant No. 3, dated March 20, 2026.

On February 19, 2026, Diginex issued a press release disclosing the signing of the Funding Repayment Agreement. A copy of the February 19, 2026 press release is attached hereto as Exhibit 99.1.

Exhibit No.		Description
10.1		Reseller Agreement, dated February 18, 2026, by and between Diginex Limited and Resulticks Global Companies Pte Limited.
10.2		Funding Repayment Agreement, dated February 18, 2026, by and between Diginex Limited and Resulticks Global Companies Pte Limited.
99.1		Diginex Limited Press Release, dated February 19, 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.

	DIGINEX LIMITED
Date: February 27, 2026		/s/ Lubomila Jordanova
Date: March 23, 2026		/s/ Lubomila Jordanova
	Name:	Lubomila Jordanova
	Title:	Chief Executive Officer
		(Principal Executive Officer)

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