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CORRESP
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Diginex
Limited

Smart-Space
Fintech 2, Room 3

Unit
401-404 Core C, Cyberport, Telegraph Bay

Hong
Kong

    October
    21, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Matthew
    Crispino

    Jan
    Woo

    Re:
    Diginex Ltd

    Registration Statement
    on Form F-1

    Submitted October 4,
    2024

    File No. 333-282027

Dear
Mr. Crispino and Ms. Woo:

Diginex
Limited (the “Company”), is hereby responding to the letter, dated October 16, 2024 (the “Comment
Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding
the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”). Concurrently
with the submission of this letter, the Company is submitting Amendment No. 2 to the Registration Statement on Form F-1 (the “Amended
Registration Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.

The
Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing
an explanation if the Company has not so revised Registration Statement, or by providing supplemental information as requested. The Staff’s
comments are repeated below in italics and followed by the Company’s response. Terms used but not otherwise defined
herein have the meanings set forth in the Amended Registration Statement. The changes reflected in the Amended Registration Statement
include those made in response to the Staff’s comments as well as other updates.

Amendment
No. 1 to Form F-1 filed October 4, 2024

Corporate
History, page 32

1.
In light of the significance of the Exchange and the Ancillary Transactions, please provide pro forma financial information prepared
in accordance with Article 11 of Regulation S-X.

Response:
The Company notes the Staff’s comment and has addressed the Staff’s comment on page 34 of the Amended Registration Statement.

Division
of Corporation Finance

Office
of Technology

U.S.
Securities & Exchange Commission

October
21, 2024

Page
2

Capitalization
and Indebtedness, page 36

We
note your response to prior comment 4. Given the significant impact of the Ancillary Transactions and other associated transactions,
please revise to enhance transparency to investors by providing footnotes or similar disclosures that quantify and describe the specific
items that you are giving effect to within the pro forma and adjusted pro-forma columns. Please note that the pro forma financial information
presented in the Capitalization table should be consistent with your pro forma financial statements prepared in accordance with Article
11 of Regulation S-X.

Response:
The Company notes the Staff’s comment and has addressed the Staff’s comment on page 36 of the Amended Registration Statement.

Refer
to Rule 11-02(12)(ii) of Regulation S-X.

Financial
Statements

27.
Subsequent Events, page F-42

3.
We note your responses to comments 6 and 7. Please provide us with a description of the valuation methods and key assumptions used in
determining the value of the warrants and ordinary shares issued in connection with your $8 million capital raise with Rhino Venture.
Please also provide us with a description of the valuation methods and key assumptions used to determine the fair value of all employee
share options issued during 2024. To the extent that there are differences between the valuation of these stock issuances and the anticipated
IPO price, please ensure that your response clearly describes the underlying factors impacting those changes in fair value.

Response:
The Company notes the Staff’s comment and has addressed the Staff’s comments below.

For
determining the value of ordinary shares in connection with the $8 million capital raise with Rhino Ventures the equity allocation model
was adopted, which was referenced to guidelines outlined in “Practice Aid – Valuation of Privately Held Company Equity
Securities Issued as Compensation” issued by the American Institute of Certified Public Accountants (the “AICPA”)
in 2013, with the assistance of an independent third-party valuation expert. The fair value of the total equity interest is differentiated
among the different classes of shareholders (preferred and ordinary) based on the different economic and control rights associated.

Key
assumptions are as follows:

    Valuation Date
    28 May 2024

    100% Equity Value of the Company
    USD 64 million

    Expected volatility
      42.8 %

    Risk-free interest rate
      5.0 %

    Probability of Liquidation Scenario
      25 %

    Probability of Redemption Scenario
      25 %

    Probability of IPO Scenario
      50 %

    Lack of control discount
      20 %

    Lack of marketability discount
      5 %

Given
there is no material changes for the operation and financial status of the Company between 31 March 2024 and 28 May 2024 that will significantly
impact the Company’s value, the 100% equity value of the Company as of 31 March 2024, which is derived by the discount cash flow
approach, is adopted as a proxy for the equity value as of 28 May 2024. Based on the Equity Allocation Model with the abovementioned
inputs, the fair value per ordinary share is derived at USD 2,252 (equivalent to $2.75 post Restructuring after taking into account the share exchange between Diginex Solution (HK) Limited and Diginex Limited at a ratio
of 410:1 and subsequently the share subdivision at a ratio of 2:1) as of 28 May 2024.
The fair value of the ordinary share as of 28 May 2024 is then subsequently adopted as an input in the Binomial Option Pricing Model
to derive the fair value of the warrants.

Division
of Corporation Finance

Office
of Technology

U.S.
Securities & Exchange Commission

October
21, 2024

Page
3

For
determining the value of the warrants issued as part of the $8 million capital raise with Rhino Ventures the Binomial Option-Pricing
Model is adopted, which is formalized in K. Tsiveriotis and C. Fernandes, “Valuing Convertible Bonds with Credit Risk” Journal
of Fixed Income, 8, no. 2 (Sep 1998), 95-102, with reference to John Hull, “Options, Futures and Other Call Options” (5th
edition). It breaks down the time maturity of the warrants into discrete periods with a price movement for each step and considers the
discounting factor to arrive at a present value.

Key
assumptions used to determine the value of the warrants as follows:

    Valuation Date
    28 May 2024

    Fair value per ordinary share
    USD 2,252

    Expected life in years
      3.0

    Expected volatility
      41.3 %

    Risk-free interest rate
      4.8 %

    Expected dividend yield
      0 %

Note:
the fair value of per ordinary share of USD2,252 was pre the Restructuring and post restructuring equates to $2.75.

Based
on the Binomial Option Pricing Model with the abovementioned inputs, the fair value per warrant is USD 654 as of 28 May 2024. With the
issuance of 10,172 warrants, the total fair value of warrants is USD 6.7million as of 28 May 2024.

In
determining the value of the employee share options, the Binomial Option-Pricing Model was adopted, which was proposed by John Hull
and Alan White, in their September 2002 paper “HOW TO VALUE EMPLOYEE STOCK OPTIONS”. It breaks down the time maturity of
the employee share options into discrete periods with a price movement for each step and considers the discounting factor to arrive at
a present value.

Key
assumptions used to determine the fair value of the employee share options are as follows:

    Grant Date
    31 July 2024

    Weighted-average Fair value per ordinary share
    USD 2.10

    Average Expected life in years
      3.5

    Weighted-average Expected volatility
      40.8 %

    Weighted-average Risk-free interest rate
      4.0 %

    Expected dividend yield
      0 %

The
reported fair value of the shares issued in return for the $8 million investment and the issued employee shares options differs from
the anticipated IPO price due to the points noted below:

Employee
Share Options:

 ● Value
                                            date July 31, 2024 with a fair value of $2.10 compared to anticipated IPO price of $4-$6.

 ● Valuation
                                            was carried out by a team of independent valuation experts at grant date.

 ● Issued
                                            with an exercise price of $0.00005 and issued to individuals to attract talent, recognize
                                            service and performance.

 ● Should
                                            an individual leave during the vesting period such employee share options are cancelled.

 ● It
                                            is important to note that the anticipated list price of $4-$6 relates to shares acquired
                                            upon IPO that carry no restrictions. The issued employee share options are not comparable
                                            instruments as they have a 36-month vesting period and hence will not be freely tradable
                                            until the conclusion of the vesting period, if they are exercised. Given the 36-month gap
                                            in the tradability of the underlying ordinary shares it is expected that such employee share
                                            options would be valued at a discount to the anticipated IPO price.

Division
of Corporation Finance

Office
of Technology

U.S.
Securities & Exchange Commission

October
21, 2024

Page
4

 ● As
                                            well as the vesting period, the restricted employee share options are also exposed to operational,
                                            liquidity and other business risks over a 36 month period which could impact on the value
                                            of the underlying shares. Given the lack of trading restrictions on shares issued upon IPO
                                            these risks are mitigated for such shares whilst the employee share options remain exposed
                                            for a materially extended period of time. This again is a factor in the employee share option
                                            price being lower than the anticipated IPO price.

 ● Whilst
                                            the board has the ability to accelerate vesting of employee share options this has not been
                                            factored into the fair value calculation as there is no precedent of this happening in the
                                            past.

 ● Even
                                            though the company is in the IPO process, the value of private shares is generally valued
                                            less than the same shares when publicly traded due to lack of liquidity and marketability
                                            when a private stock. In July 2024, the company was still in the confidential filing stage,
                                            so some way from IPO certainty.

Shares
issued following $8 million capital raise:

 ● Valuation
                                            with effective date of May 28, 2024 at a share price of $2.75 included in model to value
                                            the warrants issued as part of the raise

 ● Valuation
                                            was carried out by a team of independent valuation experts upon completion of the investment.

 ● Valuation
                                            of the warrants determines the residual allocation of the $8m invested after the par value
                                            of the shares issued has been recognized. The residual allocation is between share premium
                                            and warrant reserves with no impact on the profit or loss statement

 ● The
                                            shares issued however, will be subject to a 12 month lock up upon IPO and therefore has similar
                                            features to the issued employee share options in terms of restrictions and risks and hence
                                            is valued at a discount, albeit not as large a discount as the employee share options.

Other
factors impacting the share price to the anticipated IPO price:

 ● In
                                            addition to the above rationale, the pre IPO financial stability and ability to unlock the
                                            additional value of the company should be taken into consideration when considering the difference
                                            between the fair value of pre IPO share/employee share options and the anticipated IPO price.
                                            Currently, and at the time of the shares/employee share option issuance in question, the
                                            company has ongoing liquidity issues as highlighted in the emphasis of matter regarding going
                                            concern in the audited financial statements and this was also reflected in valuation of $25m
                                            for the previous capital raise ($8 million raise). Only upon IPO and the deployment of expected
                                            proceeds will the company be able to achieve its potential and anticipated valuation. The
                                            company completed the $25m valuation raise in May and at that time the company had only just
                                            filed a second amendment to its DRS and in July, when the employee share options was issued,
                                            the company still had outstanding questions with the SEC with a need to prepare audited financial
                                            statements post the Restructuring. This highlights that at both points there was significant
                                            uncertainty on the completion and timing of the IPO and the ability to raise associated funds
                                            and unlock the company value and on this basis the valuation of the shares/employee share
                                            options and justifiably lower than the anticipated IPO price.

 ● Currently
                                            the company has issued redeemable preferred shares and convertible loan notes which on liquidation
                                            of the company take priority over ordinary shares. Upon effectiveness of the registration
                                            statement the preferred shares and convertible loan notes automatically convert into ordinary
                                            shares. This structural difference between the pre and post IPO capital structure of the
                                            company further demonstrates why the company’s ordinary shares are valued lower pre
                                            IPO than post IPO with all shareholders being equal, as holders of ordinary shares, post
                                            IPO. This reference should be taken into consideration along with the above points and most
                                            notably the uncertainty and timing to complete the IPO and going concern issues at both issuance
                                            dates.

Division
of Corporation Finance

Office
of Technology

U.S.
Securities & Exchange Commission

October
21, 2024

Page
5

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