DGNX — FY2026 (Year to March 2026) Financial Report Analysis

Overview

Diginex, an ESG (environmental, social and governance) reporting software company now run from London, grew revenue 77% to $3.62 million in the fiscal year ended March 31, 2026 — but nearly half of that came from a single one-off license sale, and a third came from three businesses it bought during the year. Its net loss rose sixfold to $31.1 million, driven by a $7.0 million goodwill write-down, $3.7 million of deal costs and $6.6 million of share-based pay. Since year-end the story has moved on entirely: shareholders approved on October 8, 2026 an all-share purchase of marketing-software company Resulticks that would issue 600 million new shares — roughly twelve times the 50.1 million shares outstanding in August.

At a glance

• $1.6 million of the $3.62 million revenue was one license sale (a white-label version of DiginexESG for Indonesia). Without it and a similar $0.9 million Malaysian deal a year earlier, revenue was about $2.0 million vs $1.1 million, and $1.2 million of this year's figure came from acquisitions.
• $14.1 million of cash went out of operations against $4.9 million in the bank at year-end. The auditor added a going-concern emphasis — a formal warning that the company's survival depends on raising more money.
• 600 million new shares for Resulticks (valued at $1.05 billion at an agreed $1.75 per share) would hand control of Diginex to Resulticks' owners. That deal, not the FY2026 numbers, is what decides what a share is worth.

The numbers

Per-share figures reflect the 1-for-8 share consolidation of April 28, 2026, applied to all periods. Operating margin — operating loss as a share of revenue — is shown because the filing reports it implicitly, but at this scale it mainly says costs are about eight times revenue.

Where the revenue came from

The company reorganized into three segments after its acquisitions. Software Solutions brought in $2.74 million (FY2025: $1.30 million), Data $0.57 million (nil) and Advisory $0.31 million ($0.74 million).

Most of the jump is not recurring subscription income:

• One-off license: the filing says Diginex products "benefited by $1.6 million following the sale of a non-exclusive right to use white label version of DiginexESG for distribution in Indonesia." Diginex only shares further revenue once that client has earned $1.9 million from it. FY2025 had a similar $0.9 million Malaysian sale.
• Acquisitions: Matter (Danish ESG data for investors, consolidated from October 3, 2025) and Plan A (German carbon-accounting software, from January 13, 2026) each added $0.6 million. The Remedy Project (Hong Kong human-rights advisory, from January 7, 2026) added almost nothing in the period.
• The original subscription business barely moved: excluding the one-off sales, subscription fees for DiginexESG, Lumen and Apprise were $0.5 million, against $0.4 million in each of the two prior years.

Gross margin — the share of revenue left after the direct cost of delivering the product — fell from 84.0% to 76.0% because the acquired Data business runs at a much lower margin (gross profit of $0.15 million on $0.57 million revenue).

Where the losses came from

General and administrative costs rose $18.2 million to $28.5 million. Management's breakdown of the increase:

• $4.5 million of running costs at the three acquired companies
• $3.7 million of M&A fees (legal and due diligence on the three deals, one deal it walked away from, and the Resulticks talks), plus a $1.0 million share-based introducer fee for the Matter deal
• $5.6 million of share-based pay to employees (FY2025: $0.9 million), including the first restricted and performance share units
• a $1.3 million expected-credit-loss provision (an allowance for customer bills it may not collect)
• a $0.8 million write-off of fees advanced in 2025 for a possible UAE capital raise and Abu Dhabi dual listing, which management says has progressed slowly

Below operating loss, a $7.0 million goodwill impairment on Matter turned other income from a $3.5 million gain to a $6.3 million loss. The filing is explicit about why: Diginex agreed the price in shares at $10.47 each, but its stock had risen to $16.47 by closing, so the accounting cost became $20.5 million against an independent fair value of $13.5 million. Management says the charge is "solely driven by the Diginex share price appreciation rather than any underlying issues with the Matter business." The prior year's $3.5 million gain came from revaluing preferred shares and convertible notes that no longer exist.

What the headline numbers hide

• Adjusted vs reported: the company's Adjusted EBITDA loss of $13.0 million strips out $5.6 million of share-based pay, the $7.0 million impairment, $3.7 million of M&A costs, the $1.0 million introducer shares, the $0.8 million of UAE listing costs and $0.6 million of interest income. Even on that friendlier basis the loss is 2.5 times last year's $5.2 million, and the $1.3 million credit-loss provision stays in.
• Cash conversion: the operating cash outflow ($14.1 million) is less than half the net loss because so much of the loss was non-cash. But it is still almost four times revenue, and nearly double last year's $7.7 million.
• Where the cash came from: $25.4 million from investors exercising IPO warrants paid for the year. Of that, $8.0 million was lent to Resulticks, the acquisition target, at 10% interest; $6.6 million including interest was still owed at March 31, due by September 30, 2026. The filings we read don't say whether it was repaid.
• Collections: trade receivables rose 46% to $2.04 million — slower than revenue's 77% — but the receivables impairment charge ($1.2 million in the notes, rounded to $1.3 million in management's discussion) is about a third of the year's revenue, which says some past billing won't turn into cash.
• Balance sheet: $37.6 million of goodwill and $6.6 million of intangibles now sit against $3.6 million of annual revenue, and the purchase-price accounting for all three deals is still provisional. A new $28.6 million warrant liability appeared after the founder's warrants were modified in March 2026.
• Controls: management and the auditor both concluded internal control over financial reporting was not effective — a "material weakness" — because certain warrants "were incorrectly classified as equity rather than as financial liabilities, resulting in a material misstatement."
• Going concern: the auditor's emphasis-of-matter cites the net loss, negative operating cash flow and a working capital deficit. The directors' view that the company can keep operating rests on a $20 million share sale signed on July 20, 2026, with money due in instalments through March 31, 2027.

Takeaway: Strip out one license sale and three acquisitions and Diginex's own subscription business made about $0.5 million this year, against a $13.0 million adjusted loss. The company is no longer valued on its ESG software; it is valued on whether the Resulticks deal closes and what the combined company looks like.

After year-end: a near-reverse takeover

Several post-year-end filings change what an investor is buying:

• Dilution at falling prices: Nasdaq warned on March 23, 2026 that the stock had closed below $1.00 for 30 days. Diginex consolidated eight shares into one on April 28 and regained compliance on July 28. The July $20 million raise is priced at $1.00 per share, with 20 million matching warrants at $1.00.
• Resulticks: under the amended deal of August 14, 2026, Diginex would issue 600 million shares (down from 1.13 billion in the April agreement) at an agreed $1.75 each, valuing Resulticks at $1.05 billion. Shareholders approved it and the change of control on October 8 with 98.8% of votes cast; the closing deadline is October 30, 2026 unless extended. Conditions include Resulticks raising $50 million for Diginex and a lender's no-objection. Resulticks carries about $31.8 million of principal on one secured facility and about $21.0 million on others, according to information Resulticks supplied and Diginex says it has not independently verified.
• Founder's warrants: chairman and founder Miles Pelham's company would cancel its founder warrants, remaining IPO warrants and share units in exchange for 40 million new shares.
• Management turnover: CEO Lubomila Jordanova resigned effective August 31, 2026; Chief Impact Officer Archana Kotecha is interim CEO, the COO left on September 30, and a director resigned on September 3.

Outlook

The 20-F gives no revenue or profit guidance. Management's stated plan is a central operating hub to cut duplicated support costs and cross-sell between the acquired customer bases, but it says the financial effect of those savings "is yet to be confirmed."

Our read: the standalone business needs more cash than it brings in by a wide margin, and its revenue line depends on one-off licenses. If the Resulticks deal completes, today's shareholders would own a small minority of a much larger company carrying acquired debt, and FY2026's figures would say little about the combined business. The things to check next are whether the deal closes by October 30, whether the $50 million Resulticks investment and the remaining $20 million instalments arrive in cash, and whether the $6.6 million advance to Resulticks was repaid.