SCHEDULE: Diginex Major Shareholder Updates Ownership, Warrants

Rhino Ventures and Miles Pelham update their significant beneficial ownership in Diginex Ltd, detailing recent share movements and warrant extensions.

Summary

• Rhino Ventures Limited and Miles Pelham, Chairman of Diginex Ltd, updated their beneficial ownership in the company.
• As of March 16, 2026, Rhino Cayman beneficially owns 233,726,315 Ordinary Shares, representing 57.7% of the total outstanding shares (including exercisable warrants).
• Miles Pelham beneficially owns 238,508,555 Ordinary Shares, representing 58.9% of the total outstanding shares (including exercisable warrants).
• On January 23, 2026, a warrant to purchase 18,000,000 Ordinary Shares held by Rhino Cayman expired.
• On February 4, 2026, Mr. Pelham acquired 2,427,200 Ordinary Shares through the exercise of employee stock options.
• On March 6, 2026, Rocky Rai foreclosed on a pledge of 36,000,000 Ordinary Shares from Rhino Cayman, which fully satisfied a loan of $29,778,500.
• The Board of Directors extended the exercise periods for four key warrants (51% Warrant, IPO Warrant No. 1, 2, and 3) by two years on March 20, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with mixed sentiment. While the Chairman's direct share acquisition and warrant extensions offer some positive signals, the significant loss of shares due to foreclosure by Rhino Cayman raises concerns about the financial health or prior obligations of the reporting entity.

Positives

• Miles Pelham, the Chairman, increased his direct ownership by exercising employee stock options, acquiring 2,427,200 Ordinary Shares.
• The Board of Directors extended the exercise periods for significant warrants held by Rhino Cayman (and indirectly Mr. Pelham) by two years, providing more flexibility and potential upside.

Negatives

• Rhino Cayman lost 36,000,000 Ordinary Shares due to a foreclosure by Rocky Rai, which satisfied a $29,778,500 loan, indicating a prior financial obligation that led to a significant share loss.
• A warrant to purchase 18,000,000 Ordinary Shares held by Rhino Cayman expired without being exercised.

Risks

• The significant beneficial ownership by Rhino Cayman and Miles Pelham (over 57%) gives them substantial control over corporate activities, which could potentially conflict with the interests of other shareholders.
• The foreclosure of 36,000,000 shares by Rocky Rai suggests financial distress or a significant debt obligation for Rhino Cayman, which could have broader implications if not fully resolved.

Future Outlook

The reporting persons hold their securities for investment purposes and currently have no plans for extraordinary corporate transactions, changes in management, capitalization, or corporate structure. They may acquire or sell additional securities in the future. Miles Pelham, as Chairman, may influence the Issuer's corporate activities.

Management Comments

• Mr. Pelham is the Chairman of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to the matters described in this Item 4.

Industry Context

StockSavvy.ai notes that significant insider ownership, especially by a Chairman, can signal strong confidence in the company's future, but also raises questions about potential conflicts of interest or the ability of minority shareholders to influence corporate decisions. The extension of warrant exercise periods is a common strategy to provide long-term incentives and flexibility for key stakeholders, particularly in volatile markets or for companies in growth phases.

Corporate Governance

Related Party Transactions

• Miles Pelham, as Chairman of Diginex and sole shareholder/director of Rhino Cayman, has significant control over both entities, making transactions between them (like warrant issuances and extensions) related-party dealings.
• Mr. Pelham received Restrictive Share Units and Performance Share Units from the Issuer.

Stakeholder Impact

• Shareholders: Potential for dilution if warrants are exercised, but also a signal of long-term commitment from a major shareholder. The foreclosure event could raise questions about the financial stability of a key insider.
• Creditors: The foreclosure by Rocky Rai indicates a debt was satisfied, which is positive for that specific creditor, but the underlying reason for the pledge and foreclosure might be a concern for other creditors if it signals broader financial issues for Rhino Cayman.

Next Steps

• Mr. Pelham's RSUs will vest 1/3 on March 31, 2026, 1/3 on March 31, 2027, and 1/3 on March 31, 2028.
• Mr. Pelham's PSUs will vest on March 31, 2028.
• Reporting Persons may acquire additional securities or sell existing holdings in the future.

Key Dates

Recommendation

The filing presents a mixed bag of information. While the Chairman's increased direct stake and the extension of warrant exercise periods could be seen as positive long-term signals, the significant loss of shares by Rhino Cayman due to foreclosure raises concerns about the financial health of a key insider. The overall impact on the company's valuation is not clearly positive or negative, warranting a 'hold' position until further clarity emerges on the implications of the foreclosure and the company's strategic direction.

Keywords

Diginex Ltd, Rhino Ventures Limited, Miles Pelham, Schedule 13D, Beneficial Ownership, Warrants, Shareholder Update, Corporate Governance, SEC Filing, Stock Options, Foreclosure