The MOU values Resulticks at $2 billion which will be paid for in three tranches:
- $1.4 billion in Diginex ordinary shares valued at $72 per share and subject to a 12-18 month lock-up, which shares will be issued at closing of the transaction;
- $100 million in cash that is payable within 90 business days of the closing of the transaction; and
- an earnout of up to $500 million payable in Diginex ordinary shares valued at $72 per share and paid in 3 independent tranches subject to Resulticks attaining at least 75% of the below audited EBITDA threshold figures:
| Earnout Amount | Accounting Period | EBITDA Threshold* | |
| a. | $166,666,666 | FY2026 | $100,000,000 |
| b. | $166,666,667 | FY2027 | $200,000,000 |
| c. | $166,666,667 | FY2028 | $325,000,000 |
* Resulticks shall receive a pro rated portion of the Earnout Amount provided Resulticks achieves between 75% and 100% of the EBITDA Threshold.
Resulticks, headquartered in Singapore with operations across the United States, India, Singapore, and the Middle East, is renowned for its omnichannel client engagement automation platform. The platform leverages AI and big data analytics to deliver personalized customer experiences, enabling businesses to orchestrate seamless engagement across digital and physical touchpoints. By integrating Resulticks’ cutting-edge technology, Diginex will enhance its ability to provide comprehensive data-driven sustainability solutions, thereby empowering organizations to meet evolving regulatory requirements and stakeholder expectations with greater precision and efficiency.
The Resulticks platform is expected to enable Diginex to deliver hyper-personalized insights to stakeholders in real time, while also expanding into new verticals where advanced data orchestration and enrichment can unlock value across compliance, supply chain intelligence, and risk analytics solutions. As the application layer of tech becomes increasingly commoditized, data and AI are emerging as the true engines of differentiation, those who own, enrich, and activate data at speed will define the next generation of market leaders. This is where Diginex wishes to position itself with Resulticks and future acquisitions.
“We are thrilled to announce this business combination with Resulticks, a company that shares our values and commitment to harnessing advanced technology for transformative impact,” said Miles Pelham, Chairman & Founder of Diginex. “This acquisition will strengthen our balance sheet and profitability, as well as significantly deepening our expertise in AI and data management, enabling us to deliver unparalleled insights and solutions to our clients. By combining Resulticks’ real-time data capabilities with our blockchain and machine learning-driven sustainability platforms, we are poised to redefine how organizations navigate sustainability and compliance challenges.”
“This partnership represents a fusion of two purpose-driven platforms,” said Redickaa Subrammanian, Co-Founder and CEO of Resulticks. “Through Genie, our agentic framework, we’re helping Diginex unlock real-time ESG intelligence and optimize engagement at every stage of the customer lifecycle. At the same time, we’re bringing their sustainability solutions to our global customer base. Together, we’re unlocking activation, attribution, and ROI visibility — helping brands operate smarter and sustain long-term growth in a data-driven world.”
“AI doesn’t just optimize ESG. It transforms it into a customer engagement engine,” said Daxsan RB, Co-Founder and CIO of Resulticks. “ESG is no longer just about compliance; it’s a competitive lever to deepen customer relationships. By turning ESG data into actionable insights, brands can deliver hyper-personalized engagement — like carbon footprint transparency for eco-conscious buyers — while real-time analytics build trust through verifiable sustainability claims. Leaders who integrate these tools first will define the next era of brand loyalty. This isn’t just reporting, it’s revenue.”
This acquisition builds on Diginex’s recent momentum into AI and data management, including its memorandum of understanding to acquire Matter DK ApS, previously announced on May 27, 2025, which we expect will expanded Diginex’s sustainability data and analytics offerings for the investment industry. It is believed that together, these strategic moves position Diginex as a global leader in delivering innovative, data-driven solutions for client and sustainability engagement.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company’s filings with the SEC.
Disclaimer
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it constitute a binding commitment to complete the contemplated transaction. The completion of the transaction is subject to the execution of definitive agreements, satisfactory due diligence, and other customary closing conditions.
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The issuer is solely responsible for the content of this announcement.
About Diginex
Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.
The award-winning diginexESG platform supports 17 global frameworks, including GRI (the “Global Reporting Initiative”), SASB (the “Sustainability Accounting Standards Board”), and TCFD (the “Task Force on Climate-related Financial Disclosures”). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.
For more information, please visit the Company’s website: 
https://www.diginex.com/.
About Resulticks
Resulticks is a leading provider of AI-powered, omnichannel customer engagement and data management solutions. Its platform enables businesses to deliver personalized experiences through real-time data analytics and automation, serving clients across industries in North America, Asia, and the Middle East. Resulticks is headquartered in Singapore, with additional offices in Seattle, New York City India, and Dubai.
For more information, please visit the Resulticks website: https://www.resulticks.com/resulticks-story.html
https://www.diginex.com/
https://www.diginex.com/
