6-K

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 August 2021

Commission File Number: 001-39600

DIGINEX LIMITED

(Translation of registrant’s name into English)

Suites 1206-1209, Level 12

Three Pacific Place

1 Queen’s Road East

Hong Kong

(Address of principal executive offices)

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): ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

DIGINEX LIMITED (the “Company”) will hold its Annual General Meeting of Shareholders (the “Annual General Meeting”) on September 29, 2021 (Wednesday) at 8:00 P.M. (Singapore Time) / 8:00 A.M. (Eastern Time). In connection with the Annual General Meeting, the Company will, on or about August 30, 2021, distribute to its shareholders of record and beneficial shareholders as of the record date of August 2, 2021: (i) a Proxy Statement, dated August 27, 2021 (the “Proxy Statement”); (ii) a Notice of Annual General Meeting of Shareholders, dated August 27, 2021; and (iii) the 2021 Annual Report comprising the Directors’ Statement and the Singapore Statutory Financial Statements for the financial year ended March 31, 2021 (each of the foregoing as attached hereto as Exhibit 99.1, 99.2 and 99.3, respectively). The Company has also made available a Proxy Card, attached as Exhibit 99.4 to this Report on Form 6-K, which is to be completed according to the instructions set forth in the Proxy Statement; holders of the Company’s shares should review the instructions set forth in the Proxy Statement in order to exercise their voting rights with respect to their shares in the Company at the Annual General Meeting.

EXHIBIT INDEX

99.1	Proxy Statement, dated as of August 27, 2021
99.2	Notice of Annual General Meeting of Shareholders, dated as of August 27, 2021
99.3	Annual Report comprising the Directors’ Statement for the Company and the Singapore Statutory Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2021
99.4	Proxy Card for the Company

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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: August 27, 2021	By:	/s/ Richard Anthony Byworth
	Name:	Richard Anthony Byworth
	Title:	Director and Chief Executive Officer

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EX-99.1

Exhibit 99.1

DIGINEX LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number 201932954C)

PROXY STATEMENT

for the

ANNUAL GENERAL MEETING

of

DIGINEX LIMITED

To be held virtually at www.virtualshareholdermeeting.com/EQOS2021 (the “VSM Platform”)

on September 29, 2021 (Wednesday)

at 8:00 P.M. (Singapore Time) / 8:00 A.M. (Eastern Time)

PART I – INFORMATION ABOUT THE ANNUAL GENERAL MEETING

We are furnishing this Proxy Statement, dated as of August 27, 2021 (the “Proxy Statement”), in connection with the solicitation by the Company’s board of directors (the “Board” or “Directors”) of proxies to be voted at the Annual General Meeting of the Company’s shareholders, to be held virtually on the VSM Platform on September 29, 2021 (the “AGM”), or at any adjournments thereof, for purposes of voting on the proposals to be considered at the AGM (the “Proposals”), as set forth in the Notice of Annual General Meeting of Shareholders, dated as of August 27, 2021, accompanying this Proxy Statement (the “AGM Notice”).

Unless the context requires otherwise, references in this Proxy Statement to “the Company”, “Diginex”, “Eqonex”, “we”, “us”, “our” and similar terms, shall mean DIGINEX LIMITED, together with its subsidiaries and associated companies (collectively, the “Group”).

This Proxy Statement and the AGM Notice are each being published for the benefit of all holders of the Company’s ordinary shares (“Company Shares”), are being posted on the Company’s website and will be furnished to the U.S. Securities and Exchange Commission (the “SEC”) on a Report on Form 6-K. If you are a beneficial shareholder holding the Company Shares other than in registered form as a “shareholder of record”, that is, if you hold the Company Shares in “street name” as, or through, a participant in the Depositary Trust Company (the “DTC”), the Company has fixed the close of business (Eastern Time) on August 2, 2021, (the “Record Date”) as the record date for determining whether you are entitled to receive printed copies of this Proxy Statement and the AGM Notice.

This Proxy Statement and the AGM Notice will be distributed on or about August 30, 2021 to its shareholders of record and beneficial shareholders (collectively “Company Shareholders”) as of the Record Date. The Company will bear the cost of the preparation and mailing of these proxy materials and the solicitation of the proxies and will, upon request, reimburse banks, brokerage houses, other institutions, nominees, and fiduciaries for their reasonable expenses in forwarding these solicitation materials to the Company Shareholders.

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Quorum and Required Vote.

● Quorum: Pursuant to Regulation 69 of the Constitution, given the Company has two (2) or more members, the quorum required for the AGM shall consist of at least two (2) shareholders present in person or by proxy or by attorney, representing in aggregate not less than one-third of the total voting rights of all members having the right to vote at the AGM. Accordingly, it is important that your Company Shares be represented at the AGM.

● Required Vote: The affirmative vote by at least three-fourths (3/4) of the members present and voting (by appointing the Chairman of the AGM as proxy) is required at the AGM, to approve the proposed special resolutions contained in Proposals 5 and 6. The affirmative vote by at least a majority of the member present and voting (by appointing the Chairman of the AGM as proxy) is required at the AGM, to approve the proposed ordinary resolutions contained in Proposals 1 to 4.

Abstentions and Broker Non-Votes.

Under the laws of Singapore, abstentions and “broker non-votes” are considered present and entitled to vote for the purpose of determining whether a quorum is present at the AGM.

Abstentions will not be counted in the tabulation of votes cast on a Proposal and are therefore not counted for purposes of determining whether a Proposal has been approved.

A “broker non-vote” will not be counted in the tabulation of votes cast on the relevant Proposal and is therefore not counted for purposes of determining whether such Proposal has been approved. A “broker non-vote” occurs when a bank, broker or other nominee holding shares on behalf of a beneficial owner may not vote ordinary shares held by it because it (i) has not received voting instructions from the beneficial owner of those shares and (ii) lacks discretionary voting power to vote those shares. Please note if you are a beneficial owner, your broker, bank, nominee or other institution is only entitled to vote your shares on “routine matters” or “ordinary business” if it does not receive voting instructions from you. For the avoidance of doubt, the Proposals listed below are not “routine matters” or “ordinary business” for purposes of the broker vote:

● Proposal 3 (Ordinary Resolution) – To approve the renewal of the general share issue mandate granted to the Board for the issue of ordinary shares in the Company;

● Proposal 4 (Ordinary Resolution) – To authorize the offer and granting of equity compensation awards (“Awards”), including in the form of restricted share units (“RSUs”), in accordance with the provisions of the Company’s 2020 Omnibus Incentive Plan (as amended from time to time) (the “2020 Incentive Plan”);

● Proposal 5 (Special Resolution) – To approve changing the Company’s name from “DIGINEX LIMITED” to “EQONEX LIMITED” (the “Name Change”); and

● Proposal 6 (Special Resolution) – To approve proposed amendments to the Company’s constitution (“Constitution”) for purposes of (i) shortening the notice period required for Board meetings under Regulation 111 of the Constitution, and (ii) reflecting the Name Change, subject to and conditional upon Proposal 5 above being duly approved.

Persons Entitled to Vote on the Proposals at the AGM.

● Shareholders of Record: The Company has convened an AGM to be held on September 29, 2021 (Wednesday) to consider and vote upon the Proposals. You are entitled to vote at the AGM if you are a shareholder of record holding the Company Shares in your own name and registered in the Company’s register of members as maintained by VStock Transfer, LLC (“VStock”) as at the Record Date. Each outstanding Company Share that you own entitles you to one vote on a poll.

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● Beneficial Shareholders: If you hold the Company Shares other than in registered form as a “shareholder of record” (i.e. if you hold the Company Shares in “street name” as, or through, a participant in the DTC, a bank, a broker or a nominee), in order for your vote to be counted at the AGM, you must have been a Company Shareholder as at the Record Date.

Manner of Voting.

Whether you plan to attend the AGM or not, we urge you to vote by proxy.

Proxies. Shareholders of Record:

● Each shareholder of record entitled to attend and vote at the AGM may appoint the Chairman of the AGM as his/her proxy to attend, speak and/or vote on his or her behalf. The Chairman of the AGM in acting as a proxy need not be a shareholder of record. For the avoidance of doubt, returning the proxy card will not affect your right to attend the AGM.

● Whether or not you plan to attend the AGM, please follow the instructions on the enclosed proxy card to either (i) vote by internet, (ii) vote by phone, or (iii) vote by mail, in each case no later than 8:00 P.M. (Singapore Time) / 8:00 A.M. (Eastern Time) on September 26, 2021 (or within such other time as may be required by the Singapore Companies Act and the Company’s Constitution) (the “Cut-Off Time”).

● If you intend to vote by mail (and therefore returning a physical copy of the proxy card), it must be signed under the hand of the appointor or of his attorney duly authorized in writing. Where the proxy card is executed by a corporation, it must be executed either under its common seal or under the hand of an officer or attorney duly authorized. A corporation which is a member may authorize by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM.

● If you sign the proxy card, but do not make specific choices, the proxy holder will vote your Company Shares as recommended by the Company’s Board.

Beneficial Shareholders (NASDAQ):

● If you hold the Company Shares other than in registered form as a “shareholder of record” (i.e. if you hold the Company Shares in “street name” as, or through, a participant in the DTC, a bank, a broker or a nominee), you have the right to instruct your broker, bank, nominee or other institution on how to vote the Company Shares in your account. Your broker, bank, nominee or other institution will send a voting instruction form for you to use to direct how your Company Shares should be voted.

● Your Company Shares must be voted no later than the Cut-Off Time.

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Revocation of Proxy.

● Shareholders of Record: If you are a “shareholder of record”, you may revoke your proxy at any time prior to the time it is voted by providing appropriate written notice to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 before the Cut-Off Time.

● Beneficial Shareholders (NASDAQ): If your Company Shares are held in “street name” through a broker, bank, nominee, or other institution, please contact the broker, bank, nominee or other institution which holds your Company Shares to determine how to change or revoke your voting instructions.

Measures to be taken at AGM to Minimize Risk of Spread of COVID-19.

Due to the constantly evolving COVID-19 situation worldwide and in Singapore, the Company may be required to change its arrangements for the AGM at short notice. Shareholders should check the Company’s website at https://group.eqonex.com/ for the latest updates on the status of the AGM.

Registered Office.

Our registered office on record with the Accounting & Corporate Regulatory Authority of Singapore (“ACRA”) is 1 Robinson Road, #18-00 AIA Tower, Singapore (048542).

Singapore Financial Statements; Monetary Amounts.

We have prepared, in accordance with Singapore law, Singapore statutory financial statements, to be delivered to the Company Shareholders prior to the date of the AGM, and which will be furnished to the SEC as part of a Report on Form 6-K. Except as otherwise stated herein, all monetary amounts in this Proxy Statement have been presented in U.S. dollars.

As of the date of this Proxy Statement, the Company does not intend to present, and has not been informed that any other person intends to present, any business for action, other than the Proposals set forth in this Proxy Statement and in the AGM Notice.

PART II – PROPOSALS TO BE CONSIDERED

AT THE ANNUAL GENERAL MEETING

PROPOSAL 1 (Ordinary Resolution):

To approve the Directors’ Statement and the Singapore Statutory Consolidated Audited Financial Statements for the Company’s financial year ended March 31, 2021

The Directors’ Statement and the Singapore Statutory Consolidated Audited Financial Statements for the Company’s financial year ended March 31, 2021 as set out in Exhibit 99.3 (collectively, the “Singapore Financial Statements”) were prepared in accordance with the provisions of the Singapore Companies Act and the Singapore Financial Reporting Standards (International) (SFRS(I)) issued by the Accounting Standards Council which are simultaneously compliant with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The Singapore Financial Statements were audited by UHY Lee Seng Chan & Co., and considered and approved by the Board.

As an ordinary business to be passed as an ordinary resolution at the AGM in accordance with Singapore law, the Board has proposed for the Company Shareholders to consider and approve the Singapore Financial Statements.

The Board recommends the Company Shareholders to vote “FOR”, in favor of Proposal 1 to approve the Singapore Financial Statements.

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PROPOSAL 2 (Ordinary Resolution):

To approve, for the financial year ending March 31, 2022, the (i) re-appointment of UHY Lee Seng Chan & Co. as the Company’s statutory auditors and for it to hold such office until the conclusion of the 2022 AGM; (ii) re-appointment of UHY LLP as the Company’s auditors for other applicable reporting requirements under the relevant securities rules and regulations which the Company is subject to as a NASDAQ-listed company; and (iii) authorization for the Board (acting through the Audit Committee) to fix the remuneration for UHY Lee Seng Chan & Co. and UHY LLP

For the financial year ended March 31, 2021, UHY Lee Seng Chan & Co. had been appointed as the Company’s statutory auditors on record with ACRA for preparing the Singapore Financial Statements, and UHY LLP had served as the Company’s auditors to assist the Company with complying with applicable reporting requirements under the relevant securities rules and regulations which the Company is subject to as a NASDAQ-listed company. The said audit engagements of UHY Lee Seng Chan & Co. and UHY LLP (collectively, “UHY”) was approved by the Board pursuant to recommendations by the Company’s audit committee (the “Audit Committee”).

Pursuant to section 205(2) of the Singapore Companies Act, any statutory auditor appointed at the annual general meeting of the company shall hold office until the conclusion of the next annual general meeting and shall be entitled to be re-appointed subject to the approval of the Company’s Shareholders at the AGM. As a result, the Board, upon recommendation of the Audit Committee, has approved (subject to Company Shareholders’ approval) the re-appointment of UHY Lee Seng Chan & Co. as the Company’s statutory auditors, and the Board is requesting that the Company Shareholders authorize the Directors (acting through the Audit Committee) to fix the statutory auditors’ remuneration pursuant to section 205(16) of the Singapore Companies Act. In this connection, the Board has also approved, upon recommendation of the Audit Committee, the re-appointment of UHY LLP as the Company’s auditors to assist the Company with complying with applicable reporting requirements under the relevant securities rules and regulations which the Company is subject to as a NASDAQ-listed company.

The said recommendations by the Audit Committee are based on various factors and considerations, including but not limited to:

● the fact that since the Company’s incorporation, UHY has been involved in auditing the Company’s financial accounts for purposes of complying with applicable reporting requirements in the relevant jurisdictions;

● the level of UHY’s independence and objectivity;

● the level of UHY’s global capacity, expertise, and reputation;

● historical and recent performance of UHY and the Company’s level of satisfaction of UHY’s services; and

● competitiveness and delivered value of quoted fees by UHY.

The Audit Committee has advised the Board that, in its opinion, the services rendered by UHY during the financial year ended March 31, 2021 are satisfactory when measured against the above factors. On such basis, the Audit Committee has therefore recommended that, for the financial year ending March 31, 2022: (i) UHY Lee Seng Chan & Co. be re-appointed as the Company’s statutory auditors on record with ACRA for purposes of preparing the Company’s Singapore statutory consolidated audited financial statements, and (ii) UHY LLP be re-appointed as the Company’s auditors for other applicable reporting requirements under the relevant securities rules and regulations which the Company is subject to as a NASDAQ-listed company.

The Board recommends the Company Shareholders to vote “FOR”, in favor of Proposal 2 to approve, for the financial year ending March 31, 2022, the (i) re-appointment of UHY Lee Seng Chan & Co. as the Company’s statutory auditors and for it to hold such office until the conclusion of the 2022 AGM; (ii) re-appointment of UHY LLP as the Company’s auditors for other applicable reporting requirements under the relevant securities rules and regulations which the Company is subject to as a NASDAQ-listed company; and (iii) authorization for the Board (acting through the Audit Committee) to fix the remuneration for UHY.

***

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PROPOSAL 3 (Ordinary Resolution):

To approve the renewal of general share issue mandate granted to the Board for the issue of ordinary shares in the Company

The Company is incorporated in the Republic of Singapore. Under Singapore law, the Board may only issue ordinary shares and make or grant offers, agreements or options that might or would require the issuance of ordinary shares, with the prior approval from our shareholders.

The Board is of the view that it is advisable and in the best interests of the Company for the Company Shareholders to renew the general mandate for the Board to issue ordinary shares and to make or grant offers, agreements or options that might or would require the issuance of ordinary shares.

If this Proposal 3 is approved, the authorization would be effective from the date of the AGM until the earlier of (i) the conclusion of the Company’s annual general meeting in 2022 (the “2022 AGM”) or (ii) the expiration of the period within which the 2022 AGM is required by law to be held. The 2022 AGM is required to be held within six months after the Company’s financial year ending March 31, 2022 (except that Singapore law allows for a one-time application for an extension of up to a maximum of sixty (60) days to be made with ACRA).

As of the date of this Proxy Statement, other than issuances of ordinary shares or agreements that would require the issuance of new ordinary shares in connection with our equity compensation plans and arrangements under the 2020 Incentive Plan (see Proposal 4 below), we have no specific plans, agreements or commitments to issue any ordinary shares for which approval of this Proposal 3 is required, other than in the ordinary course of business. Nevertheless, the Board believes that it is advisable and in the best interests of the Company for the Company Shareholders to provide this general authorization in order to avoid the delay and expense of obtaining shareholder approval at a later date and to provide the Company with greater flexibility to pursue strategic transactions and acquisitions and to raise additional capital through public and private offerings of our ordinary shares as well as instruments convertible into our ordinary shares.

The Board recommends the Company Shareholders to vote “FOR”, in favor of Proposal 3 to approve the renewal of general share issue mandate granted to the Board for the issue of ordinary shares in the Company.

***

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PROPOSAL 4 (Ordinary Resolution):

To authorize the offer and grant equity compensation awards (“Awards”), including in the form of restricted share units (“RSUs”), in accordance with the provisions of the Company’s 2020 Omnibus Incentive Plan (as amended from time to time) (the “2020 Incentive Plan”) and to issue shares under the 2020 Incentive Plan

The Company has adopted the 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”) which was approved by written resolution passed by the Board on September 30, 2020 and the written resolution by the Company’s sole shareholder on September 30, 2020.

Section 161 of the Companies Act (Cap 50) (the “Singapore Companies Act”) provides that notwithstanding anything in the Company’s Constitution, the Directors shall not, without the approval of the Company in general meeting, exercise any power of the Company to issue shares and such approval may be granted in respect of the exercise of the power of the Company to issue shares generally. Any approval granted under section 161 of the Companies Act shall continue in force until (a) the conclusion of the annual general meeting commencing next after the date on which the approval was given or (b) the expiration of the period within which the next annual general meeting after that date is required by law to be held, whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.

Following from the above, the Company now seeks shareholders approval for the Directors of the Company to be authorised and empowered to offer and grant the Awards and RSUs under the 2020 Incentive Plan and to issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the vesting of the Awards and RSUs granted by the Company under the 2020 Incentive Plan, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of shares to be issued under the 2020 Incentive Plan shall not exceed 15% of the total number of issued ordinary shares issued subject to compliance with all applicable laws and calculated on the basis of the total number of shares assuming all convertible securities are converted or exchanged and all rights, options or warrants to subscribe for or acquire shares are exercised and including all shares authorized for future issuance or grant under any equity incentive, share option or similar plan of the Company as of the effective date of the 2020 Incentive Plan.

This authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the 2022 AGM or the date by which the 2022 AGM is required by law to be held, whichever is earlier.

The Company intends to continue to rely upon equity as a component of compensation. If shareholder approval is not granted to authorize the Directors to offer and grant the Awards and the RSUs pursuant to the 2020 Incentive Plan and to issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the vesting of the Awards and the RSUs, the Company would have to review its compensation practices, and would likely have to substantially increase our cash compensation to retain key personnel. The Board expects that the Company will continue to offer and grant Awards including in form of RSUs pursuant to the 2020 Incentive Plan under circumstances similar to those in the past.

The Board recommends the Company Shareholders to vote “FOR”, in favor of Proposal 4 to authorize the offer and grant of RSUs and other Awards in accordance with the 2020 Incentive Plan and to issue shares under the 2020 Incentive Plan.

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PROPOSAL 5 (Special Resolution):

To approve the change in the Company’s name from “DIGINEX LIMITED” to “EQONEX LIMITED”

Effective as of June 16, 2021, we have changed our brand to “EQONEX” (the “Rebranding”), as we were legally obligated to do so in anticipation of the lapse of the royalty-free licence to use the “Diginex” brand by June 30, 2021 in connection with our divestment of Diginex Solutions, the ESG blockchain solutions company, which took place in May 2020. For purposes of aligning the Company’s legal name with the Group’s Rebranding, the Board of Directors has approved the proposal of changing the Company’s legal name from “DIGINEX LIMITED” to “EQONEX LIMITED”, subject to the approval by the Company Shareholders in form of a special resolution (the “Name Change”).

The new EQONEX brand focuses on the crypto element of the business, reflected by the EQONEX Exchange and EQO token, whilst recognizing its history as Diginex. The Rebranding brought all of the Group’s businesses (i.e., our cryptocurrency exchange, custody platform, multi-venue trading business, over-the-counter (OTC) offering, asset management solutions, securitization business, borrowing and lending businesses, as well as our upcoming investment products) under the new brand of EQONEX. In particular:

● our cryptocurrency exchange has been rebranded from “EQUOS” to “EQONEX”;

● our upcoming investment products business will be branded EQONEX Investment Products;

● our borrowing and lending platform has been branded EQONEX Lending; and

● our multi-venue trading platform has been rebranded from “Diginex Access” to “Access Trading”.

Despite being part of the EQONEX Group: (i) our crypto-asset custodian business (currently registered with the Financial Conduct Authority of the United Kingdom) will continue to operate under the name of Digivault Limited; and (ii) the investment funds set up and managed by our asset management business will retain the branding of Bletchley Park.

For the avoidance of doubt, the Company will remain listed on the NASDAQ under the symbol “EQOS”.

The Board recommends the Company Shareholders to vote “FOR”, in favor of Proposal 5 to approve the Name Change.

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PROPOSAL 6 (Special Resolution):

To approve the proposed amendments to the Constitution for purposes of (i) shortening the notice period required for Board meetings under Regulation 111 of the Constitution, and (ii) reflecting the Name Change, subject to and conditional upon the Name Change (Proposal 5) being duly approved.

Pursuant to Regulation 111 of the existing Constitution, the Board is required to give at least fourteen (14) days’ prior written notice for purposes of calling a Board meeting. Such longer notice period requirement was more relevant historically, as having physical, in-person meetings of the Board was a prevailing norm or otherwise preferred largely due to the lack of advanced communication technologies. As a result, directors of companies would generally require a longer notice period in order to make timely travel arrangements to physically attend such meetings.

Given the boom and availability of advanced technologies which provide a wide variety of convenient and reliable means to attend Board meetings virtually in an effective manner in recent years, as well as the need for Directors to attend Board meetings remotely to avoid in-person meetings due to COVID-19 precautions and travel restrictions, the Board is of the view that a shorter notice period for calling Board meetings would provide greater flexibility in the decision-making process for the Company as a whole, and the Directors consider that they will be notified sufficiently in advance if provided with a written notice no less than three (3) days prior to the proposed date of any given Board meeting.

In light of the above, the Board proposed to amend Regulation 111 of the Constitution to shorten the notice period required for Board meetings from fourteen (14) calendar days to three (3) calendar days, such that the amended Regulation 111 shall read as follows (amendments are in underline):

“111. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least three (3) days’ notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted PROVIDED THAT the Directors may waive the requirement for notice or accept shorter notice of any meeting of the Directors.”;

In addition, in the event the Name Change (Proposal 5 above) has been duly approved in form of a special resolution passed by the Company Shareholders, the Board proposes that all references to the Company’s name in the Constitution should be updated to reflect the Name Change.

The Board recommends the Company Shareholders to vote “FOR”, in favor of Proposal 6 to approve the proposed amendments to the Constitution for the purposes of (i) shortening the notice period required for Board meetings from fourteen (14) days to three (3) days, and (ii) reflecting the Name Change, subject to and conditional upon the Name Change (Proposal 5) being duly approved.

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PART III – ADDITIONAL INFORMATION

The Company’s Share Registrar and Transfer Agent

VStock Transfer, LLC

Address:

18 Lafayette Pl, Woodmere, NY 11598, United States
Tel: +1 212-828-8436
Fax: +1 646-536-3179
Email: info@vstocktransfer.com

VSM Platform

www.virtualshareholdermeeting.com/EQOS2021

Broadridge may be contacted for further information regarding the VSM Platform:

Broadridge Financial Solutions, Inc.

Address: 51 Mercedes Way, NY 11717, USA

Tel.: +1 516 472-5400

Fax: +1 302 674-5266

Email: BroadridgeIR@broadridge.com

Shareholder correspondences

Shareholder correspondence should be directed to:

Diginex Limited (Investors Relations)

Address: Suites 1206-1209, Level 12, Three Pacific Place, 1 Queen’s Road East, Hong Kong

Tel.: +852 2248-0600

Email: ir@eqonex.com

Additional Information

The Company is subject to ongoing reporting requirements of the U.S. Securities Exchange Act of 1934, as applicable to foreign private issuers, and accordingly, files reports and other information with the SEC which can be found on the SEC’s website at www.sec.gov.

The Company also maintains a website that offers additional information: http://group.eqonex.com/.

Please note that information contained on the said websites is not incorporated by reference into this Proxy Statement.

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EX-99.2

Exhibit 99.2

DIGINEX LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration Number 201932954C)

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on September 29, 2021 (Wednesday)

To our Shareholders:

You are cordially invited to attend, and NOTICE IS HEREBY GIVEN, of the annual general meeting of the shareholders of DIGINEX LIMITED (“Diginex” or the “Company”), which will be held virtually at www.virtualshareholdermeeting.com/EQOS2021 (the “VSM Platform”) on September 29, 2021 (Wednesday) at 8:00 P.M. (Singapore Time) / 8:00 A.M. (Eastern Time) (the “Annual General Meeting”) for the following purposes:

As Ordinary Business

To consider and, if thought fit, to pass with or without any amendments the following resolutions as Ordinary Resolutions:

1. SINGAPORE FINANCIAL STATEMENTS

RESOLVED THAT, the Directors’ Statement and the Singapore Statutory Consolidated Audited Financial Statements for the Company’s financial year ended March 31, 2021 be and is hereby approved.

2. RE-APPOINTMENT OF AUDITORS

RESOLVED THAT, for the financial year ending March 31, 2022: (i) UHY Lee Seng Chan & Co. be re-appointed as the Company’s statutory auditors and to hold such office until the conclusion of the next Annual General Meeting of the Company; (ii) UHY LLP be re-appointed as the Company’s auditors for other applicable reporting requirements under the relevant securities rules and regulations which the Company is subject to as a NASDAQ-listed company; and (iii) the Board (acting through the Company’s audit committee) be and is hereby authorized to fix the statutory auditors’ and UHY LLP’s remuneration.

As Special Business

To consider and, if thought fit, to pass with or without any amendments the following resolutions 3 and 4 as Ordinary Resolutions and resolutions 5 and 6 as Special Resolutions:

3. SHARE ISSUE MANDATE

RESOLVED THAT, pursuant to the provisions of section 161 of the Companies Act, Chapter 50 of Singapore (the “Companies Act”), authority be and is hereby given to the Company’s board of directors (the “Board” or “Directors”) to:

(a) (i) allot and issue ordinary shares of the Company (“Shares”); and/or

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(ii) make or grant offers, agreements or options that might or would require Shares to be allotted and issued, (including but not limited to the creation and issuance of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares), in each case at any time to and/or with such persons and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, and with such rights or restrictions as the Directors may think fit to impose and as are set forth in the Constitution;

(b)

(notwithstanding the authority to be conferred by this resolution may have ceased to be in force) allot and issue Shares in pursuance of any offer, agreement or option made or granted by the Directors while this resolution was in force, and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier; and

(c)

any Director or officer of the Company (and their respective duly authorized representative or attorney) be and is hereby authorised to file any necessary returns and ancillary documents with the relevant authorities (including but not limited to Accounting & Corporate Regulatory Authority (“ACRA”) and the United States Securities and Exchange Commission and to do or execute all or any other things or documents which may be deemed desirable or necessary in connection with the foregoing resolutions and to make all necessary entries in the corporate records of the Company, and any of the documents, agreements, deeds and instruments and any act in connection with, in relation to and/or contemplated under the foregoing which may have already been executed or performed (as the case may be), whether as a deed or otherwise, be and is hereby approved, affirmed and ratified.

4. GRANT OF AWARDS AND RESTRICTED SHARES UNITS UNDER THE COMPANY’S 2020 OMNIBUS INCENTIVE PLAN AND TO ISSUE SHARES UNDER THE 2020 OMNIBUS INCENTIVE PLAN

RESOLVED THAT, pursuant to section 161 of the Companies Act (Cap 50), authority be and is hereby given to the Board to:

(a)

offer and grant equity compensation awards (“Awards”), including in the form of restricted share units (“RSUs”), in accordance with the provisions of the Company’s 2020 Omnibus Incentive Plan (as amended from time to time) (the “2020 Incentive Plan”); and

(b)

allot and issue from time to time such number of Shares as may be required to be delivered pursuant to the vesting of RSUs or other forms of Award under the 2020 Incentive Plan, provided that the total number of Shares which are available for issuance pursuant to all Awards (including the RSUs) granted under the 2020 Incentive Plan at any given time, when added to the total number of Shares (whether to be or already) issued/allotted/delivered pursuant to Awards previously granted under the 2020 Incentive Plan, shall not exceed fifteen percent (15%) of the total number of Ordinary Shares issued subject to compliance with all applicable laws and calculated on the basis of the total number of Shares assuming all convertible securities are converted or exchanged and all rights, options or warrants to subscribe for or acquire Shares are exercised and including all Shares authorized for future issuance or grant under any equity incentive, share option or similar plan of the Company as of the effective date of the 2020 Incentive Plan.

This authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier.

2

5. CHANGE OF NAME FROM “DIGINEX LIMITED” TO “EQONEX LIMITED”

RESOLVED THAT, the name of the Company be changed from “DIGINEX LIMITED” to “EQONEX LIMITED” (the “Name Change”), and that any Director or any officer of the Company be and is hereby authorised and instructed to complete all required filings with the relevant authorities including ACRA and to take any other actions as may be necessary or desirable for purposes of giving effect to this resolution.

6. AMENDMENT AND ADOPTION OF CONSTITUTION

RESOLVED THAT:

(a) Regulation 111 of the constitution of the Company (the “Constitution”) be amended to shorten the notice period required for Board meetings from fourteen (14) calendar days to three (3) calendar days, such that the amended Regulation 111 shall read as follows (amendments are in underline):

“111. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. At least three (3) days’ notice in writing (exclusive of the day on which the notice is served or is deemed to be served) of every meeting of the Directors shall be given to every Director. Every such notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be transacted PROVIDED THAT the Directors may waive the requirement for notice or accept shorter notice of any meeting of the Directors.”;

(b)	subject to and conditional upon the Name Change being duly approved via the passing of the relevant special resolution by the Company’s shareholders, the Constitution be amended accordingly to reflect the Name Change; and
(c)	any Director or any officer of the Company be and is hereby authorised and instructed to complete all required filings with the relevant authorities including the ACRA and to take any other actions as may be necessary or desirable for purposes of giving effect to this resolution.

By order of the Board of Directors,

/s/ Richard Anthony Byworth

Richard Anthony Byworth

Director and Chief Executive Officer

Dated: August 27, 2021

For additional information on the above proposals, please refer to the Proxy Statement, dated as of August 27, 2021 (the “Proxy Statement”), accompanying this Notice.

Notes

Eligibility to vote at the Annual General Meeting; Receipt of Notice. The Board has fixed the close of business (Eastern Time) on August 2, 2021 as the record date (the “Record Date”) for determining those beneficial shareholders of the Company who will be entitled to vote at the Annual General Meeting and receive copies of this Notice and the Proxy Statement. All shareholders of record as of the Record Date (each, a “Member”) will be entitled to vote at the Annual General Meeting and receive copies of this Notice and the Proxy Statement.

Quorum. Pursuant to Regulation 69 of the Constitution, given the Company has two (2) or more Members, the quorum required for the Annual General Meeting shall consist of at least two (2) Members present in person or by proxy or by attorney, representing in aggregate not less than one-third of the total voting rights of all Members having the right to vote at the Annual General Meeting. Accordingly, it is important that your Shares be represented at the Annual General Meeting.

3

Proxies. Shareholders of Record: Each shareholder of record (i.e., a Member) entitled to attend and vote at the Annual General Meeting may appoint the Chairman of the Annual General Meeting as his/her proxy to attend, speak and vote on his or her behalf. The Chairman of the Annual General Meeting acting in his/her capacity as a proxy need not be a shareholder of record. Whether or not you plan to attend the Annual General Meeting, please follow the instructions on the enclosed proxy card to either (i) vote by internet, (ii) vote by phone, or (iii) vote by mail, in each case no later than 8:00 P.M. (Singapore Time) / 8:00 A.M. (Eastern Time) on September 26, 2021 (or within such other time as may be required by the Companies Act) (the “Cut-Off Time”). For further information on how to vote at the Annual General Meeting, see “Part I – Information About the Annual General Meeting – Manner of Voting – Shareholders of Record” in the Proxy Statement. You may revoke your proxy at any time prior to the time it is voted by providing appropriate written notice to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 before the Cut-Off Time.

Beneficial Shareholders: In order for your vote to be counted at the Annual General Meeting, you must have been a shareholder of record as at, and with effect from, the Record Date. Your broker, bank, nominee or other institution will send a voting instruction form for you to use to direct how your shares should be voted. You must cast your votes no later than the Cut-Off Time. If you would like to revoke your proxy, please contact the broker, bank, nominee or other institution which holds your Company Shares to determine how to change or revoke your voting instructions.

The Proxy Statement and this Notice are each being published for the benefit of all holders of the Company’s shares, are being posted on the Company’s website, and will be furnished to the U.S. Securities and Exchange Commission on a Report on Form 6-K.

Personal data privacy. By submitting an instrument appointing the Chairman of the Annual General Meeting as proxy to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, each Member consents to the collection, use and disclosure of such Member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Annual General Meeting as proxy for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines..

Important Reminder. Due to the constantly evolving COVID-19 situation worldwide and in Singapore, the Company may be required to change its arrangements for the Annual General Meeting at short notice. Shareholders should check the Company’s website at https://group.eqonex.com/ for the latest updates on the status of the Annual General Meeting.

4

EX-99.3

Exhibit 99.3

DIGINEX LIMITED

Directors’ statement and FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

RESTRICTED

Table of Contents

Directors’ statement and financial statements for the financial year ended 31 March 2021	Page
Directors’ Statement	1
Independent Auditor’s Report	3
Consolidated Statement of Profit or Loss	8
Consolidated Statement of Comprehensive (Loss) Income	9
Consolidated Statement of Financial Position	10
Consolidated Statement of Changes in Equity	11-12
Consolidated Statement of Cash Flows	13
Non-consolidated Statement of Financial Position	16
Non-consolidated Statement of Changes in Equity	17
Notes to the Financial Statements	18

RESTRICTED

DIGINEX LIMITED

DIRECTORS’ STATEMENT

For the financial year ended 31 March 2021

The directors present their statement to the members together with the audited financial statements of the Group for the financial year ended 31 March 2021, the statement of financial position of the Company as at 31 March 2021 and the statement of change in equity of the Company for the financial year then ended.

In the opinion of the directors,

(a)

the statement of financial position and the statement of changes in equity of the Company and the consolidated financial statements of the Group as set out on pages 8 to 89 are drawn up so as to give a true and fair view of the financial position of the Company as at 31 March 2021, the financial performance, changes in equity and cash flows of the Group and the changes in equity of the Company for the financial year ended on that date, and

(b)

at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

Directors

The directors of the Company in office at the date of this statement are as follows:

Chi-Won Yoon	(Appointed on 30 September 2020)
Richard Anthony Byworth	(Appointed on 30 September 2020)
Paul Neil Ewing
Andrew Watkins	(Appointed on 30 September 2020)
Richard Michael Petty	(Appointed on 30 September 2020)
Theng Siew Lian Lisa	(Appointed on 30 September 2020)
Paul Henry Smith	(Appointed on 30 September 2020)

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under “Share options” in this statement and the following arrangements:

Convertible bonds

In May 2020 the Group issued a convertible bond. The bond converted in shares of Diginex HK, a subsidiary of the Company, prior to the completion of the Transaction with 8i Enterprises Acquisition Corp which resulted in the Company being listed on Nasdaq. The Transaction completed on 30 September 2020 and shares held in Diginex HK were swapped for shares in the Company. Certain directors of the Company invested in the convertible bond.

Salary deferral scheme

The Group implemented a salary deferral scheme. Certain directors deferred payment on a portion of their salaries and in return Diginex HK issued a corresponding share-based payment award equal to the deferred value. These shares were swapped into the Company shares on completion of the Transaction.

Salary paid in shares

A director elected to partial salary payment in shares. The shares entitled were accrued at the year end and were issued post year end.

Share awards

Non-executive directors were entitled to share awards during the year ended 31 March 2021 as per their service agreement with the Company. The share awards were accrued at the year end and were issued post year end.

1

Directors’ interests in shares or debentures

(a) According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows:

	Holdings registered in name of director				Holdings in which a director is deemed to have an interest
	At 31.3.2021		At 1.4.2020 or date of appointment, if later		At 31.3.2021		At 1.4.2020 or date of appointment, if later
Diginex Limited (No. of ordinary shares)
Chi-Won Yoon		1,955,908		1,746,346		-		-
Richard Anthony Byworth		80,853		72,190		478,925		427,612
Paul Neil Ewing		48,140		-		-		-
Richard Michael Petty		-		-		106,792		95,350
Paul Henry Smith		59,154		52,816		-		-
Theng Siew Lian Lisa		29,569		26,401		-		-
Andrew Watkins		-		-		-		-

(b) According to the register of directors’ shareholdings, executive directors holding office at the end of the financial year had interests in options to subscribe for ordinary shares of the Company granted pursuant to the Employee Share Option Scheme as set out below and under “Share Options” below.

Share options

On 30 September 2020, upon completion of the Transaction, a replacement employee share options plan was established whereby the awardees of the Diginex HK share options scheme became entitled to 5,600,000 share options of the Company. Of the total amount, 1,960,000 share options were granted to the directors noted above.

The share options vest after 15 months in December 2021. Once the options are vested, they are immediately exercised and convert on a one-to-one basis into ordinary shares of the Company. The exercise price to one option is nil.

Accordingly, 5,600,000 ordinary shares were under option as at the year end.

The persons to whom the options have been issued have no right to participate by virtue of the options in any share issue of any other company. The Group has no legal or constructive obligation to repurchase or settle the options in cash.

On behalf of the directors

Richard Anthony Byworth	Paul Neil Ewing
Director	Director
26 August 2021

2

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DIGINEX LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Diginex Limited (the Company) and its subsidiaries (the Group), which comprise the consolidated statement of financial position of the Group and the statement of financial position of the Company as at 31 March 2021, and the consolidated statement of profit or loss, consolidated statement of comprehensive (loss) income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group, and statement of changes in equity of the Company for the year then ended, and a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act), Singapore Financial Reporting Standards (International) (SFRS(I)s) so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 31 March 2021 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group and changes in equity of the Company for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Deemed reverse acquisition

Refer to note 1.1 (Summary of significant transactions), note 2.4 (Significant accounting estimates and judgements – Judgements - Deemed reverse acquisition), note 2.5 (Summary of significant accounting policies - Deemed reverse acquisition, note 6 (Other losses and expenses, net), note 24 (Share capital) and note 36 (acquisitions) to the consolidated financial statements.

3

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DIGINEX LIMITED (continued)

Key audit matters (continued)

Deemed reverse acquisition (continued)      

The key audit matter  

During the financial year, on 30 September 2020, the Company completed a share swap transaction (the Transaction) with 8i Enterprises and Diginex HK which led to the issuance of 31,688,392 shares (the Company had previously issued one founding share). Management considers that given the structure of the Transaction it is deemed that Diginex HK, from an accounting perspective, was the accounting acquirer with the previously consolidated Diginex HK results being recapitalized to reflect the shares issued to the former Diginex HK shareholders in relation to the Transaction.  

The Transaction resulted in a $43,995,869 non-cash Transaction expense under SFRS(I) 2.  

We focused on this area as this transaction significantly affected the financial position and performance of the Group and involves significant judgement in the absence of a SFRS(I) that specifically applies to such a transaction.

Our response

Our audit procedures in relation to management’s accounting for the Transaction included:

- holding discussions with senior management and the audit committee to understand the accounting policies applied in accounting for this deemed reverse acquisition.

- reviewing the presentation, supporting spreadsheets, memorandums prepared by management.

- inspecting supporting documents relevant to the deemed reverse acquisition and verifying the accuracy and relevance of the input data used such as the shares issued to 8i shareholders and service providers in consideration for shares in 8i Enterprises and to satisfy obligations arising from this transaction to the relevant board minutes and agreements.

- assessing the appropriateness of fair value of the non-cash consideration including shares and warrants used in determining the deemed consideration and evaluating the reasonableness of the fair value of the net identifiable assets acquired from 8i Enterprises.

- recalculating the transaction expense arising from this transaction and the reverse acquisition reserve for prior reporting periods and current period.

- considering the appropriateness of disclosures in the financial statements in describing the areas of judgement for the accounting policies applied.

Based on our work and evidence obtained, we found management approach towards transaction accounting to be reasonable. We also found the related disclosures in the financial statements to be adequate.

4

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DIGINEX LIMITED (continued)

Other information

Management is responsible for the other information. The other information comprises the information included in the directors’ statement, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management and directors for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and SFRS(I)s, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The directors’ responsibilities include overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

5

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DIGINEX LIMITED (continued)

Auditors’ responsibilities for the audit of the financial statements (continued)

● Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal controls.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

● Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless the law or regulations preclude public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

6

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DIGINEX LIMITED (continued)

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

The engagement partner on the audit resulting in this independent auditor’s report is Xu Shuanghong.

UHY Lee Seng Chan & Co

Public Accountants and

Chartered Accountants

Singapore

26 August 2021

7

DIGINEX LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the financial year ended 31 March 2021

			Year ended 31 March 2021			Year ended 31 March 2020			Year ended 31 March 2019
	Notes		USD			USD			USD
CONTINUING OPERATIONS
Revenue	3		287,468			494,622			950,064
			287,468			494,622			950,064
General and administrative expenses	4		(64,916,121	)		(42,984,644	)		(18,885,901	)
OPERATING LOSS			(64,628,653	)		(42,490,022	)		(17,935,837	)
Other losses and expenses, net	6		(64,432,715	)		(1,699,067	)		(2,872,909	)
Impairment reversal (losses) on financial assets	7		21,071			(11,237,660	)		(5,589,772	)
Impairment of goodwill	17		-			-			(457,818	)
Finance costs, net	8		(2,271,445	)		(1,851,527	)		(1,139,211	)
Share of loss of an associate	9		-			-			(12,270,686	)
LOSS BEFORE TAX			(131,311,742	)		(57,278,276	)		(40,266,233	)
Income tax credit	10		478,078			-			-
LOSS FROM CONTINUING OPERATIONS			(130,833,664	)		(57,278,276	)		(40,266,233	)
DISCONTINUED OPERATIONS
Profit (loss) from discontinued operations (attributable to the ordinary equity holders of the Company)	37		4,956,408			(857,554	)		56,986,946
(LOSS) PROFIT FOR THE YEAR			(125,877,256	)		(58,135,830	)		16,720,713
(Loss) Profit attributable to:
Owners of the Company			(125,334,915	)		(57,716,069	)		16,810,157
Non-controlling interests			(542,341	)		(419,761	)		(89,444	)
			(125,877,256	)		(58,135,830	)		16,720,713
LOSS PER SHARE FOR LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY
Basic loss per share	11	$	(4.97	)	$	(3.80)		$	(2.90)
EARNINGS (LOSS) PER SHARE FOR PROFIT (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY
Basic earnings (loss) per share	11	$	0.19		$	(0.06)		$	4.11
(LOSS) EARNINGS PER SHARE FOR (LOSS) PROFIT ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE COMPANY
Basic (loss) earnings per share	11	$	(4.78	)	$	(3.86)		$	1.21

The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.

8

DIGINEX LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME

For the financial year ended 31 March 2021

			Year ended 31 March 2021			Year ended 31 March 2020			Year ended 31 March 2019
	Notes		USD			USD			USD
(LOSS) PROFIT FOR THE YEAR				(125,877,256	)		(58,135,830	)		16,720,713
OTHER COMPREHENSIVE (LOSS) INCOME
Exchange (loss) gain on translation of foreign operations				(525,878	)		22,903			6,296
Digital assets revaluation gain		22		429,789			-			-
TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR				(125,973,345	)		(58,112,927	)		16,727,009
Total comprehensive (loss) income attributable to:
Owners of the Company				(125,431,004	)		(57,693,166	)		16,816,453
Non-controlling interests				(542,341	)		(419,761	)		(89,444	)
				(125,973,345	)		(58,112,927	)		16,727,009
Total comprehensive (loss) income attributable to Owners of the Company arising from:
Continuing operations				(130,387,412	)		(56,835,612	)		(40,170,493	)
Discontinued operations				4,956,408			(857,554	)		56,986,946
				(125,431,004	)		(57,693,166	)		16,816,453

The above consolidated statement of comprehensive (loss) income should be read in conjunction with the accompanying notes.

9

DIGINEX LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2021

		At 31 March 2021			At 31 March 2020			At 31 March 2019
	Notes		USD			USD			USD
ASSETS
Intangible assets, net	12		14,845,896			10,669,116			-
Property, plant and equipment, net	13		473,512			1,219,721			1,929,216
Right-of-use assets, net	14		906,474			2,879,032			4,830,098
Loan receivables, net of allowance	15		-			-			8,218,228
Financial assets at fair value through profit or loss	16		304,053			449,011			2,087,580
Prepayment, deposits and other receivables, non-current	18		152,988			1,246,947			1,246,947
Amount due from an associate	19		-			-			1,991,988
Non-current assets			16,682,923			16,463,827			20,304,057
Trade receivables	18		12,604			72,652			104,298
Prepayment, deposits and other receivables	18		3,256,771			1,808,179			192,482
Amount due from an associate	19		-			977,421			-
Amounts due from related companies	20		12,296			12,392			11,279
Amounts due from shareholders	20		36,963			37,726			101,099
Client assets	21		27,021,925			543,910			-
Digital assets	22		348,998			36,034			-
USDC	23		2,034,800			293,793			-
Cash and cash equivalents			52,118,497			988,836			740,061
Current assets			84,842,854			4,770,943			1,149,219
TOTAL ASSETS			101,525,777			21,234,770			21,453,276
EQUITY (DEFICIT)
Share capital	24		312,633,450			139,336,569			34,135,982
Reverse acquisition reserve	24		(129,036,521	)		(85,180,290	)		(20,753,062	)
Share-based payment reserve	25		63,540,756			10,356,664			634,462
Revaluation surplus	27		180,260			-			-
Foreign currency translation reserve	27		(511,830	)		14,048			(8,855	)
Accumulated losses			(184,980,114	)		(68,186,372	)		(10,094,383	)
Shareholders’ equity (deficit) attributable to the owners of the Company			61,826,001			(3,659,381	)		3,914,144
Non-controlling interests	27		(748,136	)		(205,795	)		(61,954	)
Total equity (deficit)			61,077,865			(3,865,176	)		3,852,190
LIABILITIES
Lease liabilities, non-current	29		134,951			945,374			3,078,331
Non-current liabilities			134,951			945,374			3,078,331
Amount due to an associate	19		900,000			-			-
Amounts due to related parties	20		203,460			-			-
Amounts due to directors	20		6,785			374,604			356,855
Loans from shareholders	20		-			10,711,563			10,406,249
Amounts due to shareholders	20		-			1,686			-
Client liabilities	21		27,021,925			543,910			-
Warrant liability	26		5,197,201			-			-
Lease liabilities, current	29		733,488			2,132,877			1,944,507
Other payables and accruals	30		6,250,102			9,714,932			1,787,464
Notes payable	31		-			675,000			27,680
Current liabilities			40,312,961			24,154,572			14,522,755
Total liabilities			40,447,912			25,099,946			17,601,086
TOTAL EQUITY (DEFICIT) AND LIABILITIES			101,525,777			21,234,770			21,453,276

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

10

DIGINEX LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 March 2021

			Attributable to owners of the Group
			Share capital						Reverse acquisition			Revaluation				Share-based payment		Foreign currency translation			Accumulated						Non-controlling			Total shareholders’
			Shares			Amount			reserve			surplus		Warrants		reserve		reserve			Losses			Total			interests			equity
	Notes					USD			USD			USD		USD		USD		USD			USD			USD			USD			USD
Balance at 1 April 2018		24		1,020,400			10,572,482			-			-		-		-		(15,151	)		(285,077	)		10,272,254			-			10,272,254
Shares issued for cash during the year		24		7,424			2,412,868			-			-		-		-		-			-			2,412,868			-			2,412,868
Shares issued for consulting services		24		990			242,635			-			-		-		-		-			-			242,635			-			242,635
Shares issued as consideration for acquisition of a subsidiary		24		816			199,920			-			-		-		-		-			-			199,920			-			199,920
Expenses related to raise of capital		24		-			(44,985	)		-			-		-		-		-			-			(44,985	)		-			(44,985	)
Shares repurchased		24		(55,727	)		-			-			-		-		-		-			(6,619,463	)		(6,619,463	)		-			(6,619,463	)
Total income (loss) for the year				-			-			-			-		-		-		-			16,810,157			16,810,157			(89,444	)		16,720,713
Total other comprehensive income for the year				-			-			-			-		-		-		6,296			-			6,296			-			6,296
Acquisition of a subsidiary		36		-			-			-			-		-		-		-			-			-			27,490			27,490
Interim 2019 dividend		28		-			-			-			-		-		-		-			(20,000,000	)		(20,000,000	)		-			(20,000,000	)
Equity-settled share-based payments		25		-			-			-			-		-		634,462		-			-			634,462			-			634,462
Balance at 31 March 2019				973,903			13,382,920			-			-		-		634,462		(8,855	)		(10,094,383	)		3,914,144			(61,954	)		3,852,190
Recapitalization of Diginex HK (1:13.9688 exchange ratio)		24		12,630,313			20,753,062			(20,753,062	)		-		-		-		-			-			-			-			-
Balance at 31 March 2019				13,604,216			34,135,982			(20,753,062	)		-		-		634,462		(8,855	)		(10,094,383	)		3,914,144			(61,954	)		3,852,190
Balance at 1 April 2019		24		973,903			13,382,920			-			-		-		634,462		(8,855	)		(10,094,383	)		3,914,144			(61,954	)		3,852,190
Shares issued for cash during the year		24		214,753			31,831,174			-			-		-		-		-			-			31,831,174			-			31,831,174
Shares issued for consulting services		24		17,081			2,709,854			-			-		-		-		-			-			2,709,854			-			2,709,854
Shares issued for intangible assets		12		35,088			5,400,043																		5,400,043						5,400,043
Shares issued to employees		24		10,522			1,745,447			-			-		-		-		-			-			1,745,447			-			1,745,447
Expenses related to raise of capital		24		-			(913,159	)		-			-		-		-		-			-			(913,159	)		-			(913,159	)
Total loss for the year				-			-			-			-		-		-		-			(57,716,069	)		(57,716,069	)		(419,761	)		(58,135,830	)
Total other comprehensive income for the year				-			-			-			-		-		-		22,903			-			22,903			-			22,903
Acquisition of a subsidiary		36		-			-			-			-		-		-		-			(375,920	)		(375,920	)		275,920			(100,000	)
Equity-settled share-based payments		25		-			-			-			-		-		9,722,202		-			-			9,722,202			-			9,722,202
Balance at 31 March 2020				1,251,347			54,156,279			-			-		-		10,356,664		14,048			(68,186,372	)		(3,659,381	)		(205,795	)		(3,865,176	)
Recapitalization of Diginex HK (1:13.9688 exchange ratio)		24		16,228,418			85,180,290			(85,180,290	)		-		-		-		-			-			-			-			-
Balance at 31 March 2020 (Note a)				17,479,765			139,336,569			(85,180,290	)		-		-		10,356,664		14,048			(68,186,372	)		(3,659,381	)		(205,795	)		(3,865,176	)
Balance at 1 April 2020 (Note a)		24		1,251,347			54,156,279			-			-		-		10,356,664		14,048			(68,186,372	)		(3,659,381	)		(205,795	)		(3,865,176	)
Shares issued for cash during the six months to 30 September 2020		24		3,572			285,438			-			-		-		-		-			-			285,438			-			285,438
Shares issued on conversion of convertible bond		24		318,311			25,436,232			-			-		-		-		-			-			25,436,232			-			25,436,232
Shares issued for consulting services		24		595			47,546			-			-		-		-		-			-			47,546			-			47,546
Shares issued for intangible asset purchase		12		3,899			600,056			-			-		-		-		-			-			600,056			-			600,056
Shares issued to employees		24		9,114			728,300			-			-		-		-		-			-			728,300			-			728,300
Shares issued to settle shareholder loan		20		9,039			722,306			-			-		-		-		-			-			722,306			-			722,306
Equity-settled share-based payments		25		448			35,800			-			-		-		-		-			-			35,800			-			35,800
Equity-settled earn-out awards		25		-			-			-			-		-		32,148,300		-			-			32,148,300			-			32,148,300

11

			Attributable to owners of the Group
			Share capital					Reverse acquisition			Revaluation					Share-based payment			Foreign currency translation			Accumulated						Non-controlling			Total shareholders’
			Shares		Amount			reserve			surplus		Warrants			reserve			reserve			Losses			Total			interests			equity
	Notes				USD			USD			USD		USD			USD			USD			USD			USD			USD			USD
Anti-dilutive share issuance		24		187,001		-			-			-		-			-			-			-			-			-			-
Expenses related to raise of capital		24		6,382		(152,044	)		-			-		-			-			-			-			(152,044	)		-			(152,044	)
Subtotal				1,789,708		81,859,913			-			-		-			42,504,964			14,048			(68,186,372	)		56,192,553			(205,795	)		55,986,758
Recapitalization of Diginex HK (1:13.9688 exchange ratio)		24		23,210,292		129,019,911			(129,019,911	)		-		-			-			-			-			-			-			-
Subtotal				25,000,000		210,879,824			(129,019,911	)		-		-			42,504,964			14,048			(68,186,372	)		56,192,553			(205,795	)		55,986,758
Recapitalized with founding share of the Company		36		1		1			(16,610	)		-		-			-			-			-			(16,609	)		-			(16,609	)
Acquisition of 8i Enterprises		36		6,688,392		56,851,332			-			-		8,324,147			-			-			-			65,175,479			-			65,175,479
Subtotal				31,688,393		267,731,157			(129,036,521	)		-		8,324,147			42,504,964			14,048			(68,186,372	)		121,351,423			(205,795	)		121,145,628
Shares issued for services		24		27,334		285,160			-			-		-			-			-			-			285,160			-			285,160
Shares issued for cash during the six months to 31 March 2021		24		2,571,669		21,980,647			-			-		-			-			-			-			21,980,647			-			21,980,647
Expenses related to raise of capital		24		-		(1,636,312	)		-			-		-			-			-			-			(1,636,312	)		-			(1,636,312	)
Shares issued in settlement of earn-out awards		25		3,030,000		7,241,700			-			-		-			(7,241,700	)		-			-			-			-			-
Shares issued for warrants exercised and warrants repurchased		26		1,480,965		17,031,098			-			-		(8,324,147	)		-			-			8,291,644			16,998,595			-			16,998,595
Equity-settled share-based payments		25		-		-			-			-		-			28,277,492			-			-			28,277,492			-			28,277,492
Total loss for the year				-		-			-			-		-			-			-			(125,334,915	)		(125,334,915	)		(542,341	)		(125,877,256	)
Total other comprehensive loss for the year				-		-			-			180,260		-			-			(525,878	)		249,529			(96,089	)		-			(96,089	)
Balance at 31 March 2021				38,798,361		312,633,450			(129,036,521	)		180,260		-			63,540,756			(511,830	)		(184,980,114	)		61,826,001			(748,136	)		61,077,865

Note a – The balance of share capital as at 31 March 2020 has been recapitalized and reflected as such in the consolidated statement of financial position.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

12

DIGINEX LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2021

		Year ended 31 March 2021			Year ended 31 March 2020			Year ended 31 March 2019
	Notes	USD			USD			USD
CASH FLOWS FROM OPERATING ACTIVITIES
Profit (Loss) before tax from:
Continuing operations			(131,311,742	)		(57,278,276	)		(40,266,233	)
Discontinued operations