SCHEDULE: Diginex Major Shareholder Boosts Stake to 69.5%

Miles Pelham and Rhino Ventures increase their beneficial ownership in Diginex Ltd to 69.5% through warrant exercise and internal transfers.

Summary

• Rhino Ventures Limited (BVI) transferred all its Diginex Ltd securities to Rhino Ventures Limited (Cayman) on September 30, 2025, resulting in Rhino BVI no longer owning any securities of the Issuer.
• Rhino Ventures Limited (Cayman) exercised a warrant on October 23, 2025, to acquire 18,000,000 Ordinary Shares at an exercise price of $0.77 per share, for an aggregate purchase price of $13,837,500.
• Miles Pelham, through Rhino Cayman and individually, now beneficially owns 277,468,616 Ordinary Shares, representing 69.5% of Diginex Ltd's total outstanding Ordinary Shares.
• Rhino Cayman beneficially owns 272,686,376 Ordinary Shares, or 68.8% of the total outstanding shares.
• The beneficial ownership percentages are calculated based on 399,059,050 (for Pelham) and 396,631,850 (for Rhino Cayman) ordinary shares outstanding as of October 24, 2025, including shares underlying warrants and options exercisable within 60 days.
• As of October 24, 2025, Diginex Ltd has 221,067,450 Ordinary Shares issued and outstanding.
• The Reporting Persons hold the securities for investment purposes and currently have no plans for major corporate changes, although they may acquire or sell additional securities in the future.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in beneficial ownership by a key insider (Miles Pelham, Chairman) and his controlled entities, through the exercise of warrants. This demonstrates strong confidence and provides a capital injection to the company.

Positives

• Rhino Cayman's exercise of warrants injected $13,837,500 in capital into Diginex Ltd.
• Increased beneficial ownership by Miles Pelham, the Chairman, and his controlled entities, demonstrates strong conviction in the company's future.
• The exercise of warrants that were set to expire on October 23, 2025, prevented their loss and converted them into equity.

Risks

• The Reporting Persons may acquire additional securities of the Issuer, or retain, or sell all or a portion of the securities then held in open market or in privately negotiated transactions, which could impact market dynamics.

Future Outlook

The Reporting Persons acquired and hold the securities for investment purposes. They may acquire additional securities or sell existing holdings in the open market or privately negotiated transactions. Miles Pelham, as Chairman, may influence the Issuer's corporate activities.

Management Comments

• The Reporting Persons acquired and hold the securities of the Issuer for investment purposes.
• Mr. Pelham is the Chairman of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer.

Industry Context

N/A

Corporate Governance

Related Party Transactions

• Transfer of all Diginex Ltd securities from Rhino BVI to Rhino Cayman on September 30, 2025, as both entities are wholly owned and managed by Miles Pelham, who is also the Chairman of Diginex Ltd.
• Exercise of warrants by Rhino Cayman, an entity controlled by Miles Pelham (Chairman of Diginex Ltd), for 18,000,000 Ordinary Shares at $0.77 per share, totaling $13,837,500.

Stakeholder Impact

• Shareholders: Increased insider ownership by the Chairman and his entities may be viewed positively as a sign of confidence. The capital raise from warrant exercise benefits the company.
• Company (Diginex Ltd): Received $13,837,500 in capital from the warrant exercise.
• Management: Miles Pelham's influence over corporate activities is reaffirmed by his significant and increasing stake.

Next Steps

• The Reporting Persons may acquire additional securities of the Issuer or sell existing holdings.
• Miles Pelham, as Chairman, will continue to influence the corporate activities of the Issuer.

Key Dates

Recommendation

While the increased insider ownership and capital injection are positive signals, the filing primarily details a change in beneficial ownership and a planned warrant exercise. It does not provide new operational or financial performance data to warrant a 'buy' or 'strong buy' recommendation. The significant existing stake and the nature of the transaction suggest a 'hold' for existing investors, while new investors would need more comprehensive company data.

Keywords

Diginex Ltd, Rhino Ventures, Miles Pelham, Schedule 13D, beneficial ownership, warrant exercise, ordinary shares, SEC filing, investment, corporate governance, shareholder stake