United States securities and exchange commission logo





                             March 11, 2024

       Mark Blick
       Chief Executive Officer and Director
       Diginex Ltd
       Smart-Space Fintech 2, Room 3
       Unit 401-404 Core C
       Cyberport, Telegraph Bay
       Hong Kong

                                                        Re: Diginex Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted February
12, 2024
                                                            CIK No. 0002010499

       Dear Mark Blick:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form F-1

       Prospectus Cover Page, page i

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese or
                                                        Hong Kong operating
company but a Cayman Islands holding company with operations
                                                        conducted by your Hong
Kong, USA, and UK subsidiaries.
   2.                                                   Throughout your
prospectus, you reference that you will apply for listing of your ordinary
                                                        shares on the NASDAQ.
Please clarify whether the close of your initial public offering is
                                                        contingent upon
acceptance and listing by NASDAQ. If the IPO may close without listing
                                                        on the NASDAQ, please
clarify whether your public shares will be quoted on the over-
                                                        the-counter markets.
 Mark Blick
FirstName
Diginex LtdLastNameMark Blick
Comapany
March      NameDiginex Ltd
       11, 2024
March2 11, 2024 Page 2
Page
FirstName LastName
Frequently Used Terms, page iii

3.       We note from your disclosure on page iii that you exclude Hong Kong
and Macau from
         your definition of    PRC    or    China. Please revise to remove the
exclusion of Hong Kong
         and Macau from such definition. Clarify that all the legal and
operational risks associated
         with having operations in the People   s Republic of China (PRC) also
apply to operations
         in Hong Kong and Macau. In this regard, ensure that your disclosure
does not narrow risks
         related to operating in the PRC to mainland China only. Where
appropriate, you may
         describe PRC law and then explain how law in Hong Kong and Macau
differs from PRC
         law and describe any risks and consequences to the company associated
with those laws.
4.       Please clarify if Diginex Services and Diginex USA are direct
subsidiaries of Digital Ltd.
         or DSL.
Summary, page 1

5.       Please clarify where your principal executive offices are located and
where your executive
         officers, and those of DSL, are primarily located. We note throughout
your prospectus,
         you reference DSL   s principal executive offices as being in Hong
Kong, but on page 68
         you refer to your    Executive Office    being in Monaco. We also note
that your corporate
         address appears to be a co-working shared space facility in Hong Kong.
If true, please
         clarify on page 68.
6.       Your Summary primarily focuses on your Current Business Lines and
Summary of Risk
         Factors. Please provide a description of the major terms of your
offering, such as in an
         Offering Summary, that includes the number of shares being issues,
total shares
         outstanding, offering price range, identity of the underwriter, use of
proceeds,
         underwriting, and other key highlights of your prospectus.
7.       We note that the Restructuring includes the exchange of convertible
notes, options,
         convertible preferred stocks, and warrants from DSL securities into
Diginex Ltd.
         securities. Please clarify the number of ordinary shares that these
securities convert into
         Diginex Ltd. shares. Also, clarify whether any of these securities
will be automatically
         converted into ordinary shares upon the close of the IPO. If so,
please advise us whether
         any of the sales or securityholders agreement should be filed as an
exhibit under Item 601
         of Regulation S-K.
8.       In addition to the securities issued in the Restructuring, you
indicate on page 75 that
         Rhino Ventures may enter into an $8 million share subscription
agreement for 5,086
         ordinary shares and 10,172 warrants. Please disclose this pending
transaction in the
         prospectus summary and update the staff if it will close prior to the
IPO.
 Mark Blick
FirstName
Diginex LtdLastNameMark Blick
Comapany
March      NameDiginex Ltd
       11, 2024
March3 11, 2024 Page 3
Page
FirstName LastName
Management's Discussion and Analysis
B. Liquidity and Capital Resources, page 38

9.       Please disclose whether Rhino Venture Limited is unconditionally
committed to fully fund
         your business and whether such funding will be a permanent investment.
If not, disclose
         when and how such funding may be repaid to Rhino Venture Limited.
Disclose the
         material terms, conditions, limitations of the Rhino Venture Limited
funding agreement.
         Also, address the adequacy of the financial resources available to
Rhino Venture Limited
         to enable it to fulfill its funding commitments.
10.      As applicable, disclose the details of any funding guarantees
exchanged between Miles
         Pelham, Rhino Ventures Limited and the registrant in accordance with
paragraph 18(b)(ii)
         of IAS 24.
Significant Accounting Policies, Judgments and Estimates
Research and development expenditure, page 46

11.      Please tell us why DSL was unable to reliably measure and thus
recognize and
         report research and development expenditures. In this regard, tell us
your consideration of
         whether DSL maintained adequate systems and controls for the
preparation of financial
         statements in conformity with International Financial Reporting
Standards.
12.      Please ask your independent auditors to provide us with explanation of
their
         consideration of your inability to reliably measure research and
development
         expenditures in their determination that the financial statements for
the years ended March
         31, 2023 and 2022 present fairly, in all material respects, the
results of its operations of
         Diginex Solutions (HK) Limited in accordance with International
Financial Reporting
         Standards.
Preferred shares/ convertible loan notes/redeemable ordinary shares, page 52

13.      Tell us and clarify whether DSL has issued redeemable ordinary shares
and, if so, how
         they have been accounted for and presented in the financial
statements.
Business
History, page 58

14.      Please expand your history section to clarify the founding of DSL and
its ESG software
         related business and its ties to Mr. Pelham and Eqonex Limited.
Further, clarify your
         current management   s relationship with Eqonex and its affiliates,
Diginex HK (i.e.
         Diginex Limited incorporated in Hong Kong), and Digital Solutions
Limited.
 Mark Blick
FirstName
Diginex LtdLastNameMark Blick
Comapany
March      NameDiginex Ltd
       11, 2024
March4 11, 2024 Page 4
Page
FirstName LastName
15.      You indicate that Rhino Ventures Ltd. purchased DSL for $6 million in
a related party
         transaction. Please clarify how Rhino Ventures and Mr. Pelham were
related parties in
         2020. Further, please clarify the amount of debt that was offset of
the $6 million purchase
         price and the amount of funding that Diginex funded under the
agreement. Please also
         clarify if Mr. Pelham is still affiliated with Eqonex Ltd.
16.      We note that DSL received the trademarks for    Diginex    as part of
the sale of DSL.
         Please clarify whether the sales agreement for DSL includes the
trademarks, and as a
         result, if it would be a material agreement under Item 601 of
Regulation S-K.
17.      On page 3, you indicate that Eqonex and its cryptocurrency business
went insolvent in
         2022. Please clarify if the Diginex Ltd. business sold to Rhino
Ventures was related to
         Eqonex   s cryptocurrency business. Further, clarify the status of any
liquidation or
         bankruptcy proceeding and whether DSL or Rhino Venture   s assets may
be at risk due to
         such proceedings.
Industry Background, page 58

18.      Please provide the source for your industry statistics and projections
for carbon
         management software and supply chain sustainability software markets,
as disclosed in
         the first two bullet points on page 62.
Our Business Lines, page 65

19.      On page 1, you reference    machine learning    and block-chain
technologies in your
         platforms, including DiginexESG. Please provide a description of what
you mean by
         machine learning and block-chain technologies and clarify how they are
used in your
         platforms.
20.      On page 65, you indicate that you continue to add features to your
platforms. Please
         clarify how and who performs this development work and your research
and development
         activities. You reference outsourced IT contractors from Vietnam on
page 1. Please clarify
         the extent that you outsource development of your platforms.
21.      You note that your platform can be integrated into channel partner
systems and your
         products can be resold by such partners. Please clarify whether you
derive a material
         amount of revenue from your channel partners, such as HSBC, and if so,
please describe
         those agreements. Further, please indicate the number of your
employees that serve
         primarily a sales and marketing function.
22.      We note that your business description lists DiginexESG,
DiginexClimate,
         DiginexLumen, DiginexAdvisory, and Diginex Managed Services as your
lines of
         business. Please clarify whether any of these lines of business
generates material amounts
         of revenues and customers or if your revenues or customers are
concentrated in any
         particular line of business.
 Mark Blick
FirstName
Diginex LtdLastNameMark Blick
Comapany
March      NameDiginex Ltd
       11, 2024
March5 11, 2024 Page 5
Page
FirstName LastName

23.      Please clarify the geographic distribution of your customers and
revenues. If they
         are primarily concentrated in a few locations, please indicate so.
Management, page 68

24.      You provide a listing of your management for Diginex Ltd. and DSL
separately as of
         February 1, 2024, but we note that Messrs. Blink and Ewing will be
both executive
         officers and directors after the IPO. Please clarify the management of
Diginex Ltd. after
         the Restructuring and at the close of the IPO, including all the board
members of the
         public company. For example, it is not clear what roles Messers.
Pelham, Wallon and
         Tillemann will have after the IPO. If new directors will be nominated
for Diginex Ltd.,
         please include the appropriate consents under Rule 436 of Regulation
C.
25.      Please identify the specific entities referenced in your management
biographies, such as
         the entity for which Mr. Pelham is the    chairman of a sustainable
forestry, reforestation
         and carbon offset company,    and the start-up Mr. Blink was
affiliated with prior to his
         employment with GLG.
26.      We note the management biography of Mr. Pelham does not indicate any
current role with
         Rhino Ventures Limited. Please clarify whether Rhino Ventures Limited
has operations
         other than holding shares of Diginex Ltd., and if it has any conflicts
of interests or
         competing business interests with Diginex Ltd. Similarly, please
provide similar
         disclosure for Pelham Ltd.
27.      Please clarify whether you have included all your senior management,
including any
         employees that you are substantially dependent upon. Please refer to
Item 6A of Form 20-
         F. We note, for example, that DSL lists four members of its management
team, including
         a Chief Operating Officer, Chief Technology Officer, and Chief
Corporate Affairs Officer
         on its website.
28.      You reference the term    non-executive director    with respect to
Messrs. Wallon and
         Tilleman. Please clarify whether your chairman for both Diginex Ltd.
and DSL, Mr.
         Pelham, is an executive director or non-executive director. Also,
please clarify whether
         the $125,000 paid to Mr. Pelham through a management services
agreement referenced on
         page 96 is included in the total executive officer compensation of
$550,000 for fiscal year
         2023.
Foreign Private Issuer Status, page 73

29.      You reference that you are exempt from certain NASDAQ corporate
governance
         requirements as a foreign private issuer. Please identify the NASDAQ
corporate
         governance requirements you are exempt from and clarify whether you
will avail yourself
         of these exemptions. Further, clarify whether you will be a controlled
company after the
         IPO and whether you will avail yourself of similar exemptions from the
NASDAQ
         corporate governance requirements for controlled companies.
 Mark Blick
Diginex Ltd
March 11, 2024
Page 6
Description of Securities, page 74

30.      You disclose that the Companies Act does not obligate you to hold an
annual general
         meeting on page 78. Please clarify whether your Articles and NASDAQ
rules require an
         annual director election. If director elections are discretionary
under both your Articles
         and NASDAQ rules, please clarify this in the prospectus summary and
risk factors
         section.
31.      On pages 85 and 92, you reference that interested director
transactions and shareholder
         proposal rights are governed by your memorandum and articles of
association. Please
         briefly describe the terms of such provisions.
Principal Securityholders, page 95

32.      Please disclose the natural person(s) that hold investment and/or
voting power over the
         ordinary shares beneficially owned by HBM IV, Inc. and Nalimz Holding
Limited.
Lock-Up Agreements, page 103

33.      Please describe the    certain exceptions    to the lock-up agreement.
Further, please clarify
         whether the lock-up agreement covers greater than 1% principal
shareholders or the 5%
         referenced on page 95.
Financial Statements
3 Significant Accounting Policies
Financial liabilities and equity
Financial liabilities at FVTPL, page F-41

34.      Tell us the extent to which Hong Kong Financial Reporting Standards
(HKFRS) are relied
         upon in your International Financial Reporting Standards (IFRS) based
financial
         statements. Please explain how and why HKFRS 9 is applied and whether
it had a
         material effect on your financial reporting. Tell us your
consideration of whether any such
         applications of Hong Kong reporting standards are inconsistent with
IFRS accounting
         guidance issued by the IASB.
16. PREFERRED SHARES, page F-51
FirstName LastNameMark Blick
35.    Clarify the rights, preferences and restrictions of the Series A
Preferred Shares in
Comapany   NameDiginex
       accordance           Ltd
                    with paragraph  79 of IAS 1. Specify such conversion prices
under which
March Series  A Preferred
       11, 2024  Page 6 Shares may be converted ordinary shares of DSL.
FirstName LastName
 Mark Blick
FirstName
Diginex LtdLastNameMark Blick
Comapany
March      NameDiginex Ltd
       11, 2024
March7 11, 2024 Page 7
Page
FirstName LastName
24.5.2 Valuation techniques used to determine fair values, page F-59

36.      Tell us your consideration, in accordance with paragraph 92 of IFRS
13, of whether the
         disclosures provided here are sufficient to meet the objective of
paragraph 91 of IFRS 13.
         Tell us the material judgments and assumptions made; and explain for
us how you
         applied discounted cash flows and an equity allocation model in your
determination of the
         fair value of the Series A Preferred Shares.
37.      Tell us your consideration of the guidance provided by paragraphs 61
and 86 through 90
         of IFRS 13 as to whether methodologies employed to value Series A
Preferred Shares and
         convertible debt are appropriate in light of the mandatory redemption
and settlement terms
         of the Series A Preferred Shares.
General

38.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Edwin Kim at 202-551-3297 or Matthew Crispino at 202-551-3456 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology