Diginex Limited Announces Extraordinary General Meeting to Approve Share Capital Increase and Share Consolidation
MWN-AI** Summary
Diginex Limited (NASDAQ: DGNX), a prominent provider of sustainability and regulatory software, has announced its decision to convene an Extraordinary General Meeting (EGM) set for April 13, 2026. The primary agenda items are two significant proposals: an increase in the company's authorized share capital and an 8-for-1 share consolidation.
This consolidation aims to reverse the 1-for-8 bonus share split from September 2025, ensuring compliance with Nasdaq's listing requirements, particularly addressing the minimum bid price rule. The company received a notification from Nasdaq on March 23, citing its share price had dipped below the $1.00 threshold for 30 consecutive business days, necessitating corrective measures.
Diginex plans to increase its authorized share capital to $200,000, which will include approximately 3.96 billion ordinary shares and 40 million preferred shares. This adjustment will help the company maintain flexibility for future corporate actions, including mergers and acquisitions.
Under the proposed share consolidation, every eight existing ordinary and preferred shares will be consolidated into one, resulting in a new par value of $0.0004 per share. Any fractional shares resulting from this consolidation will be rounded up to the nearest whole share to simplify the process for shareholders.
The board believes these changes will not only help meet Nasdaq's ongoing compliance requirements but also enhance operational capacity for Diginex's strategic initiatives. Shareholders do not need to take any action at this time; holdings will be automatically adjusted upon the changes taking effect.
Diginex, headquartered in London, focuses on helping businesses and governments improve sustainability and transparency in regulatory reporting through advanced technologies like blockchain and AI, aiming to facilitate better management of ESG (Environmental, Social, and Governance) data.
MWN-AI** Analysis
Diginex Limited (NASDAQ: DGNX) has announced significant changes aimed at enhancing its compliance with Nasdaq listing requirements, following a warning regarding its stock price. The Extraordinary General Meeting (EGM) on April 13, 2026, will seek shareholder approval for both a consolidation of shares and an increase in authorized share capital.
The planned 8-for-1 share consolidation effectively reverses the prior 1-for-8 split, which could provide the company with a sufficient mechanism to regain compliance with Nasdaq's minimum bid price requirement of $1.00. By consolidating shares, Diginex may improve its market perception, potentially enhancing investor confidence. This consolidation, coupled with the planned increase in authorized capital, will not dilute existing shareholders' interests, as it is designed to retain each shareholder's proportional ownership while enabling the company to pursue various corporate activities, including mergers and acquisitions (M&A).
From an investment standpoint, this is a critical juncture for Diginex. Investors should analyze the implications of these changes on the company's liquidity and capital structure, as the consolidation might lead to a surge in its stock price per share, provided positive market sentiment towards the company’s future remains intact. The market typically rewards companies demonstrating proactive compliance with listing rules, and Diginex’s efforts to bolster its authorized share capital and ensure market stability could catalyze a rebound in its stock performance.
However, investors should remain cautious. This move addresses immediate compliance concerns, but the underlying business performance and broader market context will ultimately dictate DGNX's future valuation. Those considering investment might monitor the outcomes of the EGM closely and evaluate the company's strategic plans post-approval, especially concerning its direction in the rapidly evolving ESG landscape, where Diginex operates.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
- Board convenes EGM to approve an 8-for-1 share Consolidation, reversing the 1-for-8 bonus share split in September 2025, to ensure continued compliance with Nasdaq listing requirements
- Board also seeks approval of an increase in authorized share capital
- The share Consolidation and share capital increase expected to provide Diginex additional headroom for future corporate purposes, such as M&A
LONDON, March 27, 2026 (GLOBE NEWSWIRE) -- Diginex Limited (NASDAQ: DGNX) (“Diginex” or the “Company”), a leading provider of software that helps businesses and governments manage sustainability, regulatory, and supply chain data, today announced that its Board of Directors has resolved to convene an Extraordinary General Meeting of shareholders (the “EGM") to be held on Monday, April 13, 2026 at 10:00a.m. EST for shareholders of record as of the close of business on March 27, 2026.
At the EGM, the Company will seek shareholder approval to (1) increase the authorized share capital of the Company to US$200,000 divided into 3,960,000,000 Ordinary Shares of a par value US$0.00005 each (the “Existing Ordinary Shares”) and 40,000,000 preferred shares of US$0.00005 par value each (the “Existing Preferred Shares”), by the addition of 3,000,000,000 ordinary shares of a par value US$0.00005 each (the “Share Capital Increase”), and (2) effect a share Consolidation pursuant to which (a) every eight (8) issued and unissued Existing Ordinary Shares be consolidated into one (1) ordinary share of a par value of US$0.0004 each (the “Consolidated Ordinary Share”) where the Consolidated Ordinary Shares shall rank pari passu in all respects with each other and have the same rights and be subject to the same restrictions (save as to par value) as the Existing Ordinary Shares (b) every eight (8) issued and unissued Existing Preferred Shares be consolidated into one (1) ordinary share of a par value of US$0.0004 each (the "Consolidated Preferred Shares") where the Consolidated Preferred Shares shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to par value) as the Existing Preferred Shares, (c) all fractional entitlements to the issued Consolidated Ordinary Shares and Consolidated Preferred Shares resulting from such share consolidation will not be issued to the shareholders of the Company, and instead, any fractional shares that would have resulted from the share consolidation will be rounded up to the next whole number, and (d) authorized share capital of the Company shall become US$200,000 divided into 495,000,000 ordinary shares of a par value of US$0.0004 each and 5,000,000 preferred shares of a par value of US$0.0004 each (the “Share Consolidation” and collectively with the Share Capital Increase the “Authorized Share Capital Changes”). The Authorized Share Capital Changes shall take effect on the date to be determined by the board of directors of the Authorized Share Capital Changes will provide the Company sufficient headroom in its authorized share capital structure to provide the Company flexibility to support general corporate purposes and M&A.
The Authorized Share Capital Changes will not change the proportionate ownership interest of any shareholder and we do not expect it to materially effect the overall market capitalization of the Company. The Authorized Share Capital Changes should also enable the Company to comply with Nasdaq’s continued listing requirements, including the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
In connection with the Authorized Share Capital Changes, no fractional shares will be issued, rather all fractional shares will be rounded up to the next whole share.
Full details of the proposals to be presented to the Company’s shareholders, including any necessary amendments to the Company’s memorandum and articles of association, will be set out in the Notice of EGM and accompanying proxy materials, which will be distributed to shareholders in due course and filed with the U.S. Securities and Exchange Commission. The Company’s Ordinary Shares will continue to trade on Nasdaq under the symbol “DGNX”, and no action is required by shareholders at this time. Shareholders who hold their shares through a brokerage account will have their holdings automatically adjusted to reflect the Authorized Share Capital Changes upon their effective date. Registered shareholders will receive further instructions from the Company’s transfer agent.
The Company remains focused on executing its strategic priorities and advancing its long-term business objectives.
Receipt of Nasdaq Minimum Bid Price Letter
On March 23, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price per share for its ordinary shares, $0.00005 par value (“Ordinary Shares”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “DGNX.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of one hundred eighty (180) calendar days, or until September 21, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Ordinary Shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance by September 21, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. However, in the event that the company is not permitted an additional grace period, the Company’s Ordinary Shares may be delisted from The Nasdaq Capital Market.
About Diginex
Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.
For more information, please visit the Company’s website: https://www.diginex.com/.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. These include, but are not limited to, statements regarding the timing and outcome of the EGM, the implementation and expected effects of the proposed share consolidation, the Company’s ability to maintain compliance with Nasdaq’s listing requirements, and the Company’s strategic plans. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company’s filings with the SEC.
Diginex
Investor Relations
Email: ir@diginex.com
IR Contact – Europe
Jan Hutterer
Kirchhoff Consult
Phone: +49 (40) 609186-0
Email: diginex@kirchhoff.de
IR Contact – US
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global
FAQ**
How will the 8-for-1 share consolidation of Diginex Limited DGNX impact the liquidity and trading volume of the stock on Nasdaq, especially given the recent minimum bid price concerns?
What specific corporate purposes does Diginex Limited DGNX plan to pursue with the increased authorized share capital, particularly in relation to potential mergers and acquisitions?
In light of the recent Nasdaq listing notification, what measures is Diginex Limited DGNX undertaking to ensure compliance with listing requirements beyond the share consolidation?
How does the proposed round-up of fractional shares in the Diginex Limited DGNX consolidation align with shareholder interests and overall corporate governance practices?
**MWN-AI FAQ is based on asking OpenAI questions about Diginex Limited (NASDAQ: DGNX).
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