SHARE-BASED PAYMENTS

6 Months Ended

12 Months Ended

Sep. 30, 2024

Mar. 31, 2024

Share-based Payments

SHARE-BASED PAYMENTS

23 SHARE-BASED PAYMENTS

DSL’s Share Option Award Scheme (the “DSL Scheme”)

The board of directors of DSL (the “DSL Board”) approved and adopted the   DSL Scheme which outlines the grant of share option award (the “DSL Award”) to selected employees and/or consultants of the DSL Group (the “DSL Participant”) to subscribe ordinary shares of DSL (the “DSL Share”). The DSL Board may determine the DSL Participant and grant DSL Shares under the DSL Scheme not exceeding 15% of issued shares in the Company on a fully diluted basis. Purpose of the DSL Scheme is to attract and retain the best available talent for the DSL Group to benefit its business operations.

DSL may grant the DSL Participant an DSL Award consisting in the right to acquire or receive a certain number, or a percentage, of DSL Shares (the “DSL Ownership Stake”) determined in the DSL Scheme (each event being an “DSL Award Grant”). The DSL Award Grant shall vest after thirty-six (36) calendar months of continuous employment with, or service to, DSL or of any of its affiliates (the “DSL Vesting Date”). Unless exercised, the Award will lapse and expire after six (6) calendar months from the Vesting Date (“DSL Long Stop Date”).

The number of DSL Shares the DSL Participant is entitled to under an DSL Award Grant shall be determined at the DSL Vesting Date. The vesting of the DSL Award Grant shall confer to the DSL Participant the same shareholding percentage in DSL as the DSL Ownership Stake. Unless determined at the time of the DSL Award Grant, such shareholding shall be calculated based on the total number of DSL Shares issued at the DSL Vesting Date.

Prior to the DSL Long Stop Date, should DSL give notice of: 1) merger or acquisition or similar event involving change of control of DSL; or 2) listing of its shares on a recognized and regulated stock exchange, all DSL Awards, whether vested or unvested, shall be: 1) (i) automatically exchanged for equivalent options over or in relation to shares in the acquirer entity or listed company; or (ii) cancelled in exchange for, and automatically converted to, shares in the acquiring entity or listed company in equivalent value as the value under the DSL Award Grant, which will be locked-up for a period of 15 months from the date of change of control or listing, respectively, (the “DSL Lock-up Period”) and will be released in three (3) equal instalments over a period of six (6) months following the expiration of such DSL Lock-up Period.

The DSL Award Grant shall be forfeited and cancelled if before the DSL Vesting Date: (a) the DSL Participant hands in a notice of resignation; (b) the DSL Participant gives notice of termination of service; or (c) the DSL Participant’s employment or service with DSL is terminated for any reason, unless otherwise determined by the DSL Board in its sole and absolute discretion.

Diginex Limited 2024 Omnibus Incentive Plan (the “Scheme”)

On 28 July 2024, the board of directors of the Company (the “Board”) approved and adopted the Diginex Limited 2024 Omnibus Incentive Plan (the “Scheme”), which replaced the DSL Scheme, which outlines the grant of share option award (the “Award”) to selected employees and/or consultants of the Group (the “Participant”) to subscribe ordinary shares of the Company (the “Share”). The Board may determine the Participant and grant Shares under the Scheme not exceeding 5,400,000 ordinary shares. Purpose of the Scheme is to attract and retain the best available talent for the Company to benefit its business operations.

The Company may grant the Participant an Award consisting in the right to acquire or receive a certain number, or a percentage, of Shares (the “Ownership Stake”) determined in the Scheme (each event being an “Award Grant”). The exercise price of Shares purchasable under an Award shall be determined at the time of grant, provided that the exercise price per Share for the Shares to be issued pursuant to the exercise of an Award shall be no less than the par value of such Share.

Awards vest and become exercisable in accordance with the terms and conditions specified in the applicable Award Agreement, which may include the achievement of pre-established performance goals, if applicable. For Awards granted prior to the Company’s listing on the NASDAQ Capital Market or any other stock exchange, vesting occurs on (i) the date(s) specified in the Award Agreement, (ii) after 36 months of continuous employment or service with the Company or its affiliates, or (iii) an earlier date if determined at the discretion of the Board to accelerate the vesting schedule.

Upon termination of employment or service, the treatment of stock options depends on the circumstances of the termination. If the termination occurs for reasons other than cause, retirement, disability, or death, vested options remain exercisable for 90 days following the termination date. This period is extended to one year if the participant passes away during the 90-day period. Unvested options, however, are forfeited immediately upon termination. In all cases, options cannot be exercised beyond their original expiration date. For terminations due to retirement, disability, or death, vested options remain exercisable for one year from the termination date, subject to their original expiration date. Unvested options are forfeited immediately upon termination. If the termination is for cause, all options, whether vested or unvested, are forfeited immediately.

Details of the Awards and DSL Awards granted during each of the period ended 30 September 2024 and 2023:

		Number of/% of share option award					Recapitalized fair value per option at
Grant date		to vest*			Vesting period		grant date
					From	To	USD
1-May-2023	**		1.00	%	1-May-2023	30-Apr-2026		4.321
8-Aug-2023	**		2.40	%	8-Aug-2023	8-Aug-2023		3.460
1-Sep-2023	**		0.20	%	1-Sep-2023	30-Apr-2026		3.251
31-Jul-2024			32,713		31-Jul-2024	27-Aug-2026		2.098
31-Jul-2024			303,400		31-Jul-2024	31-Jul-2027		2.098
21-Aug-2024	***		0.50	%	21-Aug-2024	30-Apr-2026		2.098

* options issued in percentage terms convert into the percentage of outstanding share capital at the time of exercising the option

**	Fair values of the DSL Awards as of 1 May 2023, 8 August 2023 and 1 September 2023 are determined using interpolation method between the fair values determined on 31 March 2023 and 30 September 2023.
***	Fair value of the Awards as of 21 August 2024 is with reference to the fair values determined on 31 July 2024.

Number of unvested shares:

	Number of unvested shares
At 1 April 2023, based on number of DSL’s shares-in-issue		1,545
Additions		389
Vested		(1,727	)
At 31 March 2024, based on number of DSL’s shares-in-issue		207
At 31 March 2024 recapitalized		169,749
At 1 April 2024, based on number of DSL’s shares-in-issue		207
Additions		69
Vested		(15	)
Pre-recapitalized balance		261
Post-recapitalized balance		213,939
Additions		469,052
Vested		(17,345	)
At 30 September 2024, based on number of Diginex Limited’s shares-in-issue		665,646

Movement of share option reserve:

	Share option reserve
	USD
At 31 March 2023		1,084,270
Additions		1,352,787
Exercised		(27,368	)
At 31 March 2024		2,409,689
Additions		320,533
Exercised		(1,796,029	)
Expired		(283,690	)
At 30 September 2024		650,503

The fair value of the Awards and DSL Awards granted is estimated at the grant date using discounted cash flow (“DCF”) and equity allocation model (“EAM”). The following table lists the inputs to those models at respective grant date:

Dates of fair value	Valuation approach	Discount rate			Terminal growth rate			Lack of marketability discount			Lack of control discount			Volatility
31-Mar-2023	DCF & EAM		17	%		3	%		15	%		20	%		46.62	%
30-Sep-2023	DCF & EAM		18	%		3	%		10	%		20	%		42.41	%
31-Jul-2024	DCF & EAM		16	%		3	%		3	%		20	%		38.16	%

The equity value at 100% basis is determined using DCF method based on the estimates of cash flows as of the grant date discounted using an appropriate discount rate, having considered relevant risk factors.

23 SHARE-BASED PAYMENTS

The board of directors of DSL (the “Board”) approved and adopted the Share Option Award Scheme (the “Scheme”) which outlines the grant of share option award (the “Award”) to selected employees and/or consultants of the Group (the “Participant”) to subscribe ordinary shares of DSL (the “Share”). The Board may determine the Participant and grant Shares under the Scheme not exceeding 15% of issued shares in DSL on a fully diluted basis. Purpose of the Scheme is to attract and retain the best available talent for the Company to benefit its business operations.

DSL may grant the Participant an Award consisting in the right to acquire or receive a certain number, or a percentage, of Shares (the “Ownership Stake”) determined in the Scheme (each event being an “Award Grant”). The Award Grant shall vest after thirty-six (36) calendar months of continuous employment with, or service to, DSL or of any of its affiliates (the “Vesting Date”). Unless exercised, the Award will lapse and expire after six (6) calendar months from the Vesting Date (“Long Stop Date”).

The number of Shares the Participant is entitled to under an Award Grant shall be determined at the Vesting Date. The vesting of the Award Grant shall confer to the Participant the same shareholding percentage in DSL as the Ownership Stake. Unless determined at the time of the Award Grant, such shareholding shall be calculated based on the total number of Shares issued at the Vesting Date.

Prior to the Long Stop Date, should DSL give notice of: 1) merger or acquisition or similar event involving change of control of the Company; or 2) listing of its shares on a recognized and regulated stock exchange, all Awards, whether vested or unvested, shall be: 1) (i) automatically exchanged for equivalent options over or in relation to shares in the acquirer entity or listed company; or (ii) cancelled in exchange for, and automatically converted to, shares in the acquiring entity or listed company in equivalent value as the value under the Option Grant, which will be locked-up for a period of 15 months from the date of change of control or listing, respectively, (the “Lock-up Period”) and will be released in three (3) equal instalments over a period of six (6) months following the expiration of such Lock-up Period.

The Award Grant shall be forfeited and cancelled if before the Vesting Date: (a) the Participant hands in a notice of resignation; (b) the Participant gives notice of termination of service; or (c) the Participant’s employment or service with the Company is terminated for any reason, unless otherwise determined by the Board in its sole and absolute discretion.

During the year, the Board approved to extend the Long Stop Date to nine (9) calendar months from the Vesting Date and shorten the Lock-up Period to a period twelve (12) months from the change of control or listing in December 2023. In March 2024, the Board further approved to extend the Long Stop Date to twelve (12) calendar months from the Vesting Date.

Details of the Awards granted during the year:

		% of share option award					Fair value per option at
Grant date		to vest			Vesting period		grant date
					From	To	USD
25-Apr-2022	*		0.10	%	25-Apr-2022	31-Mar-2023		3,218
25-May-2022			0.10	%	25-May-2022	5-Nov-2023		3,218
26-Sep-2022	*		1.00	%	26-Sep-2022	25-Sep-2025		3,488
18-Oct-2022	**		0.10	%	18-Oct-2022	1-Sep-2024		3,515
23-Nov-2022	**		0.20	%	23-Nov-2022	1-Jul-2023		3,570
12-Jan-2023	**		0.05	%	12-Jan-2023	1-Jul-2023		3,646
1-May-2023	***		1.00	%	1-May-2023	30-Apr-2026		3,543
8-Aug-2023	***		2.40	%	8-Aug-2023	8-Aug-2023		2,837
1-Sep-2023	***		0.20	%	1-Sep-2023	30-Apr-2026		2,666

*	Fair value of the Awards as of 25 April 2022 and 26 September 2022 is approximated to that as of 1 April 2022 and 30 September 2022, respectively.
**	Fair values of the Awards as of 18 October 2022, 23 November 2022 and 12 January 2023 are determined using interpolation method between the fair values determined on 30 September 2022 and 31 March 2023.
***	Fair values of the Awards as of 1 May 2023, 8 August 2023 and 1 September 2023 are determined using interpolation method between the fair values determined on 31 March 2023 and 30 September 2023.

Number of unvested shares (based on number of DSL’s shares-in-issue at the end of each reporting period):

	Number of unvested shares
	USD
At 1 April 2022	1,404
Additions		141
At 31 March 2023		1,545
At 31 March 2023 recapitalized		1,266,900
At 1 April 2023		1,545
Additions		389
Vested		(1,727	)
At 31 March 2024		207
At 31 March 2024 recapitalized		169,749

Movement of share option reserve:

	Share option reserve
		USD
At 1 April 2022		499,808
Additions		584,462
At 31 March 2023		1,084,270
Additions		1,352,787
Exercised		(27,368	)
At 31 March 2024		2,409,689

The fair value of the Awards granted is estimated at the grant date using discounted cash flow (“DCF”) and equity allocation model (“EAM”). The following table lists the inputs to those models at respective grant date:

Dates of fair value	Valuation approach	Discount rate			Terminal growth rate			Lack of marketability discount			Lack of control discount			Volatility
1-Apr-2022	DCF & EAM		17	%		3	%		15	%		20	%		41.16	%
25-May-2022	DCF & EAM		17	%		3	%		15	%		20	%		41.16	%
30-Sep-2022	DCF & EAM		17	%		3	%		15	%		20	%		44.16	%
31-Mar-2023	DCF & EAM		17	%		3	%		15	%		20	%		46.62	%
30-Sep-2023	DCF & EAM		18	%		3	%		10	%		20	%		42.41	%

The equity value at 100% basis is determined using DCF method based on the estimates of cash flows as of the grant date discounted using an appropriate discount rate, having considered relevant risk factors. Given there are no new grants of the Awards since 30 September 2023, no additional valuation of the Awards is therefore required post this date.