Diginex Limited (“Diginex”), a leading provider of Sustainability RegTech solutions, provided an update on its acquisition strategy.
Matter DK ApS (“Matter”)
On August 18, 2025, Diginex signed a definitive agreement for an all-share acquisition of Matter, an innovative ESG data company focused on delivering sustainability data and analytics solutions to the investment industry and helping financial institutions understand and communicate the sustainability of investments. Matter is based in Copenhagen, Denmark, and counts a subsidiary of NASDAQ as its main strategic investor. The transaction values the equity of Matter at $13 million, which will be paid through the issuance of Diginex ordinary shares valued at $83.77 per ordinary share, which shares are subject to an 18-month lock-up period. In connection with the transaction, senior management of Matter will be granted additional ordinary shares of Diginex valued at $2.5 million, also valued at $83.77 per ordinary share, that vest in equal proportions over 12 and 24 months. The transaction is expected to close later within the next 30 days, subject to customary closing conditions.
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The number of Diginex ordinary shares associated with this transaction will be adjusted to take into effect the eight for one stock split paid as bonus shares on September 8, 2025. For the acquisition of Matter, Diginex will issue an aggregate amount of 1,241,496 ordinary shares, as adjusted, to the sellers of Matter with 85% of the ordinary shares being issued upon closing and 15% of the ordinary shares being issued 12 months after closing and up to 238,752 ordinary shares to the senior management of Matter.
Pursuant to a written agreement, Diginex has advanced Matter Euro 500,000 to fund working capital needs. The advance bears an interest rate of 5% per annum and is repayable 60 days after Diginex notifying Matter that they will not proceed with the acquisition. The advance will be treated as an intercompany loan post-acquisition.
Resulticks Group Companies Pte Limited (“Resulticks”)
On June 5, 2025, Diginex announced the signing of a Memorandum of Understanding (“MOU”) for a cash and share acquisition of Resulticks. Resulticks, headquartered in Singapore with operations across the United States, India, Singapore, and the Middle East, is renowned for its omnichannel client engagement platform. The platform leverages AI and big data analytics to deliver personalized customer experiences, enabling businesses to orchestrate seamless engagement across digital and physical touchpoints.
The MOU values Resulticks at $2 billion which will be paid for in three tranches:
(1) $1.4 billion in Diginex ordinary shares valued at $72 per share and subject to a 12-18 month lock-up, which shares will be issued at closing of the transaction;
(2) $100 million in cash that is payable within 90 business days of the closing of the transaction; and
(3) an earnout of up to $500 million payable in Diginex ordinary shares valued at $72 per share and paid in 3 independent tranches subject to Resulticks attaining at least 75% of the below audited EBITDA threshold figures:
| Earnout Amount | Accounting Period | EBITDA Threshold* | ||||
| a. $166,666,666 b. $166,666,667 c. $166,666,667 |
FY2026 FY2027 FY2028 |
$100,000,000 $200,000,000 $325,000,000 |
________________
* Resulticks shall receive a pro rated portion of the Earnout Amount provided Resulticks achieves between 75% and 100% of the EBITDA Threshold.
While Diginex and Resulticks are working in collaboration to finalise the transaction, both parties, pursuant to a written agreement, dated July 24, 2025 (the “July 24th Agreement”) have agreed to, among other things, extend the due diligence period under the MOU, as amended, from August 31,2025 to October 31, 2025, in order to facilitate the completion of the due diligence process. The drafting and negotiation of the definitive transaction agreement is underway with a view toward closing the transaction before the end of the 2025 calendar year.
The number of Diginex ordinary shares associated with this transaction will be adjusted to take into effect the eight for one stock split paid as bonus shares on September 8, 2025.
Pursuant to a written agreement, Diginex agreed to advance Resulticks up to $11 million. To date, Diginex has advanced Resulticks $8 million under the agreement and does not anticipate advancing Resulticks any additional funds under the agreement. Pursuant to the July 24th Agreement, the $8 million prefunding advanced by Diginex to Resulticks is repayable on September 30, 2025 or a future date as mutually agreed by both parties.
IDRRA Cyber Security Ltd (‘Findings’)
On August 12, 2025, Diginex signed a non-binding MOU to acquire 100% of the equity interests of Findings. Findings provides innovative category leading supply chain risk monitoring and vendor risk automation solutions in the cybersecurity and sustainability regulatory domains.
Under the terms outlined in the MOU, Diginex will acquire Findings for a total consideration of up to $305 million, comprising $270 million in Diginex ordinary shares and up to $35 million in cash, of which $20 million of which is subject to an earn out provided certain financial targets are achieved. The share consideration will be valued based on the 60-business day trailing VWAP of Diginex’s ordinary shares as of the MOU signing date, with shares subject to customary lock-up periods ranging from 9 to 18 months for Findings’ shareholders. Up to $15 million cash consideration will be paid at closing and the balance, which is subject to certain business performance metrics, will be paid in fiscal years 2026 and 2027.
