[10-Q] Freedom Holding Corp. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Freedom Holding Corp. reported quarter-end consolidated assets of $9.69 billion, down from $9.91 billion, with total liabilities of $8.46 billion and shareholders' equity of $1.229 billion. Cash and cash equivalents fell to $567.9 million while restricted cash rose to $1.101 billion. Investment securities totaled $2.797 billion and margin lending receivables were $2.896 billion. Loans issued increased to $1.749 billion (allowance for loan losses $81.2 million).
For the three months ended June 30, 2025, consolidated revenue rose to $533.4 million from $455.0 million a year earlier, driven by a swing to a $45.6 million net trading gain and higher insurance premiums. Net income declined to $30.4 million from $34.4 million despite higher revenue, as expenses including payroll and stock-based compensation increased and the company recorded significant foreign currency translation adjustments contributing to an other comprehensive loss of $38.6 million. Basic EPS was $0.51 versus $0.58 prior year.
Freedom Holding Corp. ha riportato attivit脿 consolidate a fine trimestre per $9,69 miliardi, in calo rispetto a $9,91 miliardi, con passivit脿 totali di $8,46 miliardi e patrimonio netto di $1,229 miliardi. La disponibilit脿 liquide e gli equivalenti di cassa sono scesi a $567,9 milioni, mentre la cassa vincolata 猫 aumentata a $1,101 miliardi. I titoli di investimento ammontano a $2,797 miliardi e i crediti da operazioni a margine a $2,896 miliardi. I prestiti erogati sono saliti a $1,749 miliardi (accantonamento per perdite su crediti $81,2 milioni).
Per i tre mesi chiusi al 30 giugno 2025, i ricavi consolidati sono aumentati a $533,4 milioni rispetto a $455,0 milioni dell'anno precedente, sostenuti dal passaggio a un guadagno netto da trading di $45,6 milioni e da premi assicurativi pi霉 elevati. L'utile netto 猫 per貌 sceso a $30,4 milioni da $34,4 milioni nonostante i ricavi in crescita, a causa dell'aumento delle spese, inclusi stipend卯 e compensi in azioni, e di consistenti rettifiche per conversione di valuta estera che hanno contribuito a una perdita negli altri elementi di risultato complessivo di $38,6 milioni. L'utile per azione base 猫 stato di $0,51 rispetto a $0,58 dell'anno precedente.
Freedom Holding Corp. inform贸 activos consolidados al cierre del trimestre por $9,69 mil millones, por debajo de $9,91 mil millones, con pasivos totales de $8,46 mil millones y patrimonio neto de $1,229 mil millones. El efectivo y equivalentes de efectivo descendieron a $567,9 millones, mientras que el efectivo restringido aument贸 a $1,101 mil millones. Los valores de inversi贸n totalizaron $2,797 mil millones y las cuentas por cobrar por pr茅stamos con margen fueron de $2,896 mil millones. Los pr茅stamos otorgados aumentaron a $1,749 mil millones (provisi贸n para p茅rdidas por pr茅stamos $81,2 millones).
Para los tres meses terminados el 30 de junio de 2025, los ingresos consolidados subieron a $533,4 millones desde $455,0 millones un a帽o antes, impulsados por el cambio a una ganancia neta por negociaci贸n de $45,6 millones y por primas de seguros m谩s altas. Sin embargo, el ingreso neto disminuy贸 a $30,4 millones desde $34,4 millones a pesar del aumento de los ingresos, ya que los gastos, incluidos salarios y compensaci贸n basada en acciones, se incrementaron y la compa帽铆a registr贸 significativas ajustes por conversi贸n de moneda extranjera que contribuyeron a una p茅rdida por otros resultados integrales de $38,6 millones. Las ganancias b谩sicas por acci贸n fueron $0,51 frente a $0,58 del a帽o anterior.
Freedom Holding Corp.電� 攵勱赴 毵� 鞐瓣舶 齑濎瀽靷办澊 $9.69 billion搿� 鞚挫爠鞚� $9.91 billion氤措嫟 臧愳唽頄堨溂氅�, 齑� 攵�毂勲姅 $8.46 billion, 鞛愲掣鞚� $1.229 billion鞚措澕瓿� 氤搓碃頄堨姷雼堧嫟. 順勱笀 氚� 順勱笀靹膘瀽靷办潃 $567.9 million鞙茧 欷勳柎霌� 氚橂┐, 鞝滍暅霅� 順勱笀鞚� $1.101 billion鞙茧 電橃棃鞀惦媹雼�. 韴瀽鞙犼皜歃濌秾鞚� 齑� $2.797 billion, 毵堨雽�於滌眲甓岇潃 $2.896 billion鞚挫棃瓿�, 雽�於� 鞛旍暋鞚� $1.749 billion搿� 歃濌皜頄堨姷雼堧嫟(雽�靻愳订雼龟笀 $81.2 million).
2025雲� 6鞗� 30鞚茧 膦呺霅橂姅 3臧滌洈 霃欖晥 鞐瓣舶 毵れ稖鞚� 鞝勲厔鞚� $455.0 million鞐愳劀 $533.4 million鞙茧 歃濌皜頄堨溂氅�, 鞚措姅 $45.6 million鞚� 靾滉卑霝橃澊鞚� 鞝勴櫂瓿� 氤错棙耄� 歃濌皜鞐� 霐半ジ 瓴冹瀰雼堧嫟. 攴鸽煬雮� 靾滌澊鞚奠潃 旮夓棳 氚� 欤检嫕旮半皹 氤挫儊 霌� 牍勳毄 歃濌皜鞕� 須岇偓臧� 氚橃榿頃� 靸侂嫻頃� 鞕疙檾 頇橃偘 臁办爼鞙茧 鞚疙暅 旮绊儉韽磩靻愳嫟 $38.6 million鞚� 鞓來枼鞙茧 $30.4 million鞙茧 臧愳唽頄堨姷雼堧嫟. 旮半掣 欤茧嫻靾滌澊鞚奠潃 $0.51搿� 鞝勲厔鞚� $0.58鞐愳劀 頃橂澖頄堨姷雼堧嫟.
Freedom Holding Corp. a d茅clar茅 des actifs consolid茅s 脿 la cl么ture du trimestre de 9,69 milliards $, en baisse par rapport 脿 9,91 milliards $, avec des passifs totaux de 8,46 milliards $ et des capitaux propres de 1,229 milliard $. La tr茅sorerie et les 茅quivalents de tr茅sorerie sont tomb茅s 脿 567,9 M$ tandis que la tr茅sorerie restreinte a augment茅 脿 1,101 milliard $. Les titres d'investissement s'茅levaient 脿 2,797 milliards $ et les cr茅ances de pr锚t sur marge 脿 2,896 milliards $. Les pr锚ts accord茅s ont augment茅 脿 1,749 milliard $ (provision pour pertes sur pr锚ts 81,2 M$).
Pour les trois mois clos le 30 juin 2025, le chiffre d'affaires consolid茅 est pass茅 脿 533,4 M$ contre 455,0 M$ un an plus t么t, soutenu par le passage 脿 un gain net de trading de 45,6 M$ et par des primes d'assurance plus 茅lev茅es. Le r茅sultat net a cependant diminu茅 脿 30,4 M$ contre 34,4 M$ malgr茅 la hausse du chiffre d'affaires, car les charges, dont les salaires et la r茅mun茅ration en actions, ont augment茅 et la soci茅t茅 a enregistr茅 d'importantes variations de change de conversion ayant contribu茅 脿 une perte des autres 茅l茅ments du r茅sultat global de 38,6 M$. Le b茅n茅fice de base par action 茅tait de 0,51 $ contre 0,58 $ l'ann茅e pr茅c茅dente.
Freedom Holding Corp. meldete zum Quartalsende konsolidierte Verm枚genswerte von $9,69 Milliarden, 驳别驳别苍眉产别谤 $9,91 Milliarden zuvor, mit Gesamtverbindlichkeiten von $8,46 Milliarden und Eigenkapital von $1,229 Milliarden. Zahlungsmittel und Zahlungsmittel盲quivalente fielen auf $567,9 Millionen, w盲hrend gebundenes Bargeld auf $1,101 Milliarden anstieg. Wertpapiere beliefen sich auf $2,797 Milliarden und Forderungen aus Margin-Krediten auf $2,896 Milliarden. Die vergebenen Kredite stiegen auf $1,749 Milliarden (Risikovorsorge f眉r Kreditverluste $81,2 Millionen).
F眉r die drei Monate zum 30. Juni 2025 stiegen die konsolidierten Umsatzerl枚se auf $533,4 Millionen 驳别驳别苍眉产别谤 $455,0 Millionen im Vorjahr, getrieben durch den Wechsel zu einem Nettohandelsertrag von $45,6 Millionen und h枚here Versicherungspr盲mien. Der Nettogewinn sank trotz gestiegener Ums盲tze auf $30,4 Millionen von $34,4 Millionen, da Aufwendungen, darunter Personal- und aktienbasierte Verg眉tungen, zunahmen und das Unternehmen erhebliche 贵谤别尘诲飞盲丑谤耻苍驳蝉耻尘谤别肠丑苍耻苍驳蝉补苍辫补蝉蝉耻苍驳别苍 verbuchte, die zu einem sonstigen umfassenden Verlust von $38,6 Millionen beitrugen. Das unverw盲sserte Ergebnis je Aktie betrug $0,51 驳别驳别苍眉产别谤 $0,58 im Vorjahr.
Positive
- Total revenue increased to $533.4 million from $454.999 million, a significant year-over-year rise
- Net trading result swung to a $45.6 million gain from a $52.1 million loss in the prior-year quarter
- Insurance premiums earned, net increased to $153.3 million from $129.4 million
- Shareholders' equity rose slightly to $1.229 billion
Negative
- Net income declined to $30.4 million from $34.4 million despite higher revenue
- Other comprehensive loss of $38.6 million, largely from foreign currency translation adjustments of $41.8 million
- Cash and cash equivalents decreased materially to $567.9 million from $837.3 million
- Allowance for loans increased to $81.2 million, indicating higher credit provisioning
- Customer and receivable concentration: one non-related brokerage customer generated >$81.3 million of consolidated revenue and three customers represented individually over 10% of margin receivables
Insights
TL;DR: Revenue growth and trading gains improved top line, but rising operating costs and FX translation losses compressed net income.
Revenue increased materially to $533.4 million, aided by a $45.6 million net trading gain and higher insurance premiums. However, operating expenses rose materially, with payroll, bonuses and stock compensation showing notable increases versus the prior year, which, combined with income tax expense, resulted in net income falling to $30.4 million. Shareholders' equity edged up to $1.229 billion while total assets modestly declined, reflecting cash mix shifts and translated balances. Overall: mixed operational momentum with margin pressure on profitability.
TL;DR: Credit and concentration risks stand out: loan loss allowance increased and a small number of customers account for material receivables and revenue.
The allowance for loans increased to $81.2 million and allowance for receivables remains meaningful at $16.9 million. Margin lending receivables declined to $2.864 billion but the Company discloses three non-related customers whose individual balances exceeded 10% of receivables (aggregates cited at $1,397,605 and $2,323,461 in different periods), and a single brokerage customer contributed >$81.3 million of consolidated revenue in the quarter. These concentrations, together with significant foreign currency translation volatility recorded in OCI, represent notable risk exposures that investors should consider material to credit and operational risk profiles.
Freedom Holding Corp. ha riportato attivit脿 consolidate a fine trimestre per $9,69 miliardi, in calo rispetto a $9,91 miliardi, con passivit脿 totali di $8,46 miliardi e patrimonio netto di $1,229 miliardi. La disponibilit脿 liquide e gli equivalenti di cassa sono scesi a $567,9 milioni, mentre la cassa vincolata 猫 aumentata a $1,101 miliardi. I titoli di investimento ammontano a $2,797 miliardi e i crediti da operazioni a margine a $2,896 miliardi. I prestiti erogati sono saliti a $1,749 miliardi (accantonamento per perdite su crediti $81,2 milioni).
Per i tre mesi chiusi al 30 giugno 2025, i ricavi consolidati sono aumentati a $533,4 milioni rispetto a $455,0 milioni dell'anno precedente, sostenuti dal passaggio a un guadagno netto da trading di $45,6 milioni e da premi assicurativi pi霉 elevati. L'utile netto 猫 per貌 sceso a $30,4 milioni da $34,4 milioni nonostante i ricavi in crescita, a causa dell'aumento delle spese, inclusi stipend卯 e compensi in azioni, e di consistenti rettifiche per conversione di valuta estera che hanno contribuito a una perdita negli altri elementi di risultato complessivo di $38,6 milioni. L'utile per azione base 猫 stato di $0,51 rispetto a $0,58 dell'anno precedente.
Freedom Holding Corp. inform贸 activos consolidados al cierre del trimestre por $9,69 mil millones, por debajo de $9,91 mil millones, con pasivos totales de $8,46 mil millones y patrimonio neto de $1,229 mil millones. El efectivo y equivalentes de efectivo descendieron a $567,9 millones, mientras que el efectivo restringido aument贸 a $1,101 mil millones. Los valores de inversi贸n totalizaron $2,797 mil millones y las cuentas por cobrar por pr茅stamos con margen fueron de $2,896 mil millones. Los pr茅stamos otorgados aumentaron a $1,749 mil millones (provisi贸n para p茅rdidas por pr茅stamos $81,2 millones).
Para los tres meses terminados el 30 de junio de 2025, los ingresos consolidados subieron a $533,4 millones desde $455,0 millones un a帽o antes, impulsados por el cambio a una ganancia neta por negociaci贸n de $45,6 millones y por primas de seguros m谩s altas. Sin embargo, el ingreso neto disminuy贸 a $30,4 millones desde $34,4 millones a pesar del aumento de los ingresos, ya que los gastos, incluidos salarios y compensaci贸n basada en acciones, se incrementaron y la compa帽铆a registr贸 significativas ajustes por conversi贸n de moneda extranjera que contribuyeron a una p茅rdida por otros resultados integrales de $38,6 millones. Las ganancias b谩sicas por acci贸n fueron $0,51 frente a $0,58 del a帽o anterior.
Freedom Holding Corp.電� 攵勱赴 毵� 鞐瓣舶 齑濎瀽靷办澊 $9.69 billion搿� 鞚挫爠鞚� $9.91 billion氤措嫟 臧愳唽頄堨溂氅�, 齑� 攵�毂勲姅 $8.46 billion, 鞛愲掣鞚� $1.229 billion鞚措澕瓿� 氤搓碃頄堨姷雼堧嫟. 順勱笀 氚� 順勱笀靹膘瀽靷办潃 $567.9 million鞙茧 欷勳柎霌� 氚橂┐, 鞝滍暅霅� 順勱笀鞚� $1.101 billion鞙茧 電橃棃鞀惦媹雼�. 韴瀽鞙犼皜歃濌秾鞚� 齑� $2.797 billion, 毵堨雽�於滌眲甓岇潃 $2.896 billion鞚挫棃瓿�, 雽�於� 鞛旍暋鞚� $1.749 billion搿� 歃濌皜頄堨姷雼堧嫟(雽�靻愳订雼龟笀 $81.2 million).
2025雲� 6鞗� 30鞚茧 膦呺霅橂姅 3臧滌洈 霃欖晥 鞐瓣舶 毵れ稖鞚� 鞝勲厔鞚� $455.0 million鞐愳劀 $533.4 million鞙茧 歃濌皜頄堨溂氅�, 鞚措姅 $45.6 million鞚� 靾滉卑霝橃澊鞚� 鞝勴櫂瓿� 氤错棙耄� 歃濌皜鞐� 霐半ジ 瓴冹瀰雼堧嫟. 攴鸽煬雮� 靾滌澊鞚奠潃 旮夓棳 氚� 欤检嫕旮半皹 氤挫儊 霌� 牍勳毄 歃濌皜鞕� 須岇偓臧� 氚橃榿頃� 靸侂嫻頃� 鞕疙檾 頇橃偘 臁办爼鞙茧 鞚疙暅 旮绊儉韽磩靻愳嫟 $38.6 million鞚� 鞓來枼鞙茧 $30.4 million鞙茧 臧愳唽頄堨姷雼堧嫟. 旮半掣 欤茧嫻靾滌澊鞚奠潃 $0.51搿� 鞝勲厔鞚� $0.58鞐愳劀 頃橂澖頄堨姷雼堧嫟.
Freedom Holding Corp. a d茅clar茅 des actifs consolid茅s 脿 la cl么ture du trimestre de 9,69 milliards $, en baisse par rapport 脿 9,91 milliards $, avec des passifs totaux de 8,46 milliards $ et des capitaux propres de 1,229 milliard $. La tr茅sorerie et les 茅quivalents de tr茅sorerie sont tomb茅s 脿 567,9 M$ tandis que la tr茅sorerie restreinte a augment茅 脿 1,101 milliard $. Les titres d'investissement s'茅levaient 脿 2,797 milliards $ et les cr茅ances de pr锚t sur marge 脿 2,896 milliards $. Les pr锚ts accord茅s ont augment茅 脿 1,749 milliard $ (provision pour pertes sur pr锚ts 81,2 M$).
Pour les trois mois clos le 30 juin 2025, le chiffre d'affaires consolid茅 est pass茅 脿 533,4 M$ contre 455,0 M$ un an plus t么t, soutenu par le passage 脿 un gain net de trading de 45,6 M$ et par des primes d'assurance plus 茅lev茅es. Le r茅sultat net a cependant diminu茅 脿 30,4 M$ contre 34,4 M$ malgr茅 la hausse du chiffre d'affaires, car les charges, dont les salaires et la r茅mun茅ration en actions, ont augment茅 et la soci茅t茅 a enregistr茅 d'importantes variations de change de conversion ayant contribu茅 脿 une perte des autres 茅l茅ments du r茅sultat global de 38,6 M$. Le b茅n茅fice de base par action 茅tait de 0,51 $ contre 0,58 $ l'ann茅e pr茅c茅dente.
Freedom Holding Corp. meldete zum Quartalsende konsolidierte Verm枚genswerte von $9,69 Milliarden, 驳别驳别苍眉产别谤 $9,91 Milliarden zuvor, mit Gesamtverbindlichkeiten von $8,46 Milliarden und Eigenkapital von $1,229 Milliarden. Zahlungsmittel und Zahlungsmittel盲quivalente fielen auf $567,9 Millionen, w盲hrend gebundenes Bargeld auf $1,101 Milliarden anstieg. Wertpapiere beliefen sich auf $2,797 Milliarden und Forderungen aus Margin-Krediten auf $2,896 Milliarden. Die vergebenen Kredite stiegen auf $1,749 Milliarden (Risikovorsorge f眉r Kreditverluste $81,2 Millionen).
F眉r die drei Monate zum 30. Juni 2025 stiegen die konsolidierten Umsatzerl枚se auf $533,4 Millionen 驳别驳别苍眉产别谤 $455,0 Millionen im Vorjahr, getrieben durch den Wechsel zu einem Nettohandelsertrag von $45,6 Millionen und h枚here Versicherungspr盲mien. Der Nettogewinn sank trotz gestiegener Ums盲tze auf $30,4 Millionen von $34,4 Millionen, da Aufwendungen, darunter Personal- und aktienbasierte Verg眉tungen, zunahmen und das Unternehmen erhebliche 贵谤别尘诲飞盲丑谤耻苍驳蝉耻尘谤别肠丑苍耻苍驳蝉补苍辫补蝉蝉耻苍驳别苍 verbuchte, die zu einem sonstigen umfassenden Verlust von $38,6 Millionen beitrugen. Das unverw盲sserte Ergebnis je Aktie betrug $0,51 驳别驳别苍眉产别谤 $0,58 im Vorjahr.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
| OR | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from ________ to _________ | |||||
Commission File Number 001-33034
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(212 ) 980 4400
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes ☐ No x
As of August 6, 2025, the registrant had 61,221,687 shares of common stock, par value $0.001, issued and outstanding.
FREEDOM HOLDING CORP.
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
PART I — FINANCIAL INFORMATION | ||||||||
Item 1. | Unaudited Condensed Consolidated Financial Statements | 3 | ||||||
Condensed Consolidated Balance Sheets as of June 30, 2025, and March 31, 2025 | 3 | |||||||
Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income for the Three Months Ended June 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2025 and 2024 | 6 | |||||||
Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended June 30, 2025 and 2024 | 8 | |||||||
Notes to Condensed Consolidated Financial Statements | 9 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 58 | ||||||
Item 3. | Qualitative and Quantitative Disclosures About Market Risk | 83 | ||||||
Item 4. | Controls and Procedures | 87 | ||||||
PART II — OTHER INFORMATION | 88 | |||||||
Item 1. | Legal Proceedings | 88 | ||||||
Item 1A. | Risk Factors | 88 | ||||||
Item 5. | Other Information | 88 | ||||||
Item 6. | Exhibits | 88 | ||||||
Signatures | 89 | |||||||
2
Table of Contents
FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated) | ||
June 30, 2025 | March 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Investment securities | |||||||||||
| Margin lending, brokerage and other receivables, net | |||||||||||
Loans issued (including $ | |||||||||||
| Fixed assets, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Right-of-use asset | |||||||||||
| Insurance contract assets | |||||||||||
Other assets, net (including $ | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Securities repurchase agreement obligations | $ | $ | |||||||||
| Customer liabilities | |||||||||||
Margin lending and trade payables | |||||||||||
Liabilities from insurance activity | |||||||||||
| Current income tax liability | |||||||||||
| Debt securities issued | |||||||||||
| Lease liability | |||||||||||
| Liability arising from continuing involvement | |||||||||||
| Other liabilities | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
| Commitments and Contingent Liabilities (Note 23) | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
Preferred stock - $ | |||||||||||
Common stock - $ | |||||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| TOTAL FRHC SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
| Non-controlling interest | |||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND STATEMENTS OF OTHER COMPREHENSIVE INCOME (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated) | ||
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
Fee and commission income | $ | $ | |||||||||||||||||||||
Net gain/(loss) on trading securities | ( | ||||||||||||||||||||||
Interest income | |||||||||||||||||||||||
Insurance premiums earned, net of reinsurance | |||||||||||||||||||||||
Net (loss)/ gain on foreign exchange operations | ( | ||||||||||||||||||||||
Net gain on derivatives | |||||||||||||||||||||||
| Sales of goods and services | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| TOTAL REVENUE, NET | $ | $ | |||||||||||||||||||||
| Expense: | |||||||||||||||||||||||
Fee and commission expense | $ | $ | |||||||||||||||||||||
Interest expense | |||||||||||||||||||||||
Insurance claims incurred, net of reinsurance | |||||||||||||||||||||||
| Payroll and bonuses | |||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||
| Stock compensation expense | |||||||||||||||||||||||
Advertising and sponsorship expense (including for the three months ended $ | |||||||||||||||||||||||
General and administrative expense | |||||||||||||||||||||||
Allowance for/(recovery of) expected credit losses | ( | ||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| TOTAL EXPENSE | $ | $ | |||||||||||||||||||||
| INCOME BEFORE INCOME TAX | |||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| NET INCOME | $ | $ | |||||||||||||||||||||
| Less: Net loss attributable to non-controlling interest in subsidiary | ( | ||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | $ | |||||||||||||||||||||
| OTHER COMPREHENSIVE INCOME | |||||||||||||||||||||||
| Change in unrealized gain on investments available-for-sale, net of tax effect | |||||||||||||||||||||||
Reclassification adjustment for net realized loss/(gain) on available-for-sale investments disposed of in the period, net of tax effect | ( | ||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
OTHER COMPREHENSIVE LOSS | ( | ( | |||||||||||||||||||||
COMPREHENSIVE LOSS BEFORE NON-CONTROLLING INTERESTS | $ | ( | $ | ( | |||||||||||||||||||
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FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND STATEMENTS OF OTHER COMPREHENSIVE INCOME (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated) | ||
| Less: Comprehensive loss attributable to non-controlling interest in subsidiary | ( | ||||||||||||||||||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | ( | $ | ( | |||||||||||||||||||
| EARNINGS PER COMMON SHARE (In U.S. dollars): | |||||||||||||||||||||||
| Earnings per common share - basic | |||||||||||||||||||||||
| Earnings per common share - diluted | |||||||||||||||||||||||
| Weighted average number of shares (basic) | |||||||||||||||||||||||
| Weighted average number of shares (diluted) | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FREEDOM HOLDING CORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated) | ||
| Three Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred acquisition costs | |||||||||||
| Noncash lease expense | |||||||||||
| Change in deferred taxes | ( | ( | |||||||||
| Stock compensation expense | |||||||||||
| Unrealized (gain)/loss on trading securities | ( | ||||||||||
| Unrealized gain on derivatives | ( | ||||||||||
| Net realized loss/(gain) on available-for-sale securities | ( | ||||||||||
| Net change in accrued interest | |||||||||||
Loss on sale of fixed assets | ( | ||||||||||
Gain from sale of Comrun LLP | ( | ||||||||||
| Gain from sale of ITS tech | ( | ||||||||||
| Change in insurance reserves | |||||||||||
| Revaluation of investment in associates | |||||||||||
| Change in unused vacation reserves | |||||||||||
| Allowance for expected credit losses | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trading securities | ( | ||||||||||
Margin lending, brokerage and other receivables (including $ | |||||||||||
| Insurance contract assets | |||||||||||
| Other assets | ( | ( | |||||||||
Brokerage customer liabilities (including $ | |||||||||||
| Current income tax liability | |||||||||||
Margin lending and trade payables (including $ | ( | ||||||||||
| Lease liabilities | ( | ( | |||||||||
| Liabilities from insurance activity | ( | ( | |||||||||
| Other liabilities | ( | ||||||||||
Net cash flows from operating activities | |||||||||||
| Cash Flows Used In Investing Activities | |||||||||||
| Purchase of fixed assets and intangible assets | ( | ( | |||||||||
| Net change in loans issued to customers | ( | ( | |||||||||
| Purchase of available-for-sale securities, at fair value | ( | ( | |||||||||
| Proceeds from sale of available-for-sale securities, at fair value | |||||||||||
| Purchase of held-to-maturity securities | ( | ||||||||||
| Capital contribution to investment in associate | ( | ( | |||||||||
Cash, cash equivalents disposed from sale of Comrun LLP | ( | ||||||||||
Cash, cash equivalents disposed from sale of ITS Tech | ( | ||||||||||
Consideration paid for acquisition of Astel Group Ltd | ( | ||||||||||
Cash and cash equivalents received from acquisition of Astel Group Ltd | |||||||||||
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FREEDOM HOLDING CORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (All amounts in thousands of United States dollars, unless otherwise stated) | ||
| Prepayment on acquisitions | ( | ||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Cash Flows From Financing Activities | |||||||||||
Net repayment of securities repurchase agreement obligations | ( | ( | |||||||||
| Proceeds from issuance of debt securities | |||||||||||
| Repurchase of debt securities | ( | ||||||||||
| Net change in bank customer deposits | |||||||||||
| Repurchase of mortgage loans under the State Program | ( | ( | |||||||||
| Funds received under state program for financing of mortgage loans | |||||||||||
| Net proceeds from/(repayment of) loans received | ( | ||||||||||
| Net cash flows from financing activities | |||||||||||
| Effect of changes in foreign exchange rates on cash and cash equivalents | ( | ( | |||||||||
| Effect of expected credit losses on cash and cash equivalents and restricted cash | ( | ||||||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | |||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | $ | |||||||||
For The Three Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Income tax paid | $ | $ | |||||||||
| Supplemental non-cash disclosures: | |||||||||||
| Operating lease right-of-use assets obtained/disposed of in exchange for operating lease obligations during the period, net | $ | $ | |||||||||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:
June 30, 2025 | June 30, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash shown as in the statement of cash flows | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FREEDOM HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
| Common Stock | Additional paid in capital | Retained earnings | Accumulated other comprehensive loss | Total equity attributable to the shareholders' | Non- controlling interest | Total | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
At March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Delivered stock based compensation from previous year | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax effect | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| At June 30, 2024 | $ | $ | $ | $ | ( | 0 | $ | 0 | $ | 0 | $ | ||||||||||||||||||||||||||||||||||||
| At March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Sale of Comrun LLP | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax effect | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| At June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 1 – DESCRIPTION OF BUSINESS
Overview
Freedom Holding Corp. (the "Company" or "FRHC" and, together with its subsidiaries, the "Group") is a corporation organized in the United States under the laws of the State of Nevada that through its operating subsidiaries provides securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, retail and commercial banking, insurance products, payment services information, processing services and lifestyle services. The Company also owns several ancillary businesses, which complement its core financial services businesses, including telecommunications and media businesses in Kazakhstan that are in a developmental stage. The Company is the holding company of subsidiaries incorporated in Kazakhstan, Cyprus, the United States (USA), the United Kingdom (UK), Armenia, the United Arab Emirates (UAE), Uzbekistan, Kyrgyzstan, Tajikistan, Azerbaijan, and Turkey, and the Group also has representative offices in Austria, Belgium, Bulgaria, France, Germany, Greece, Italy, Lithuania, The Netherlands, Poland and Spain. The Company's subsidiaries in the United States include a broker-dealer that is registered with the United States Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA"). The Company's common stock is traded on the Nasdaq Capital Market, the Kazakhstan Stock Exchange ("KASE"), and the Astana International Exchange ("AIX"). The Company's common stock is included in the Russell 3000® Index.
As of June 30, 2025, the Company owned, directly or indirectly, the following subsidiaries:
| Name of subsidiary | Jurisdiction of Incorporation | Business Area | ||||||||||||
| Brokerage Segment | ||||||||||||||
Freedom Finance JSC ("Freedom KZ") | Kazakhstan | Securities broker-dealer | ||||||||||||
Freedom Finance Global PLC ("Freedom Global") | Kazakhstan | Securities broker-dealer | ||||||||||||
| Freedom Finance Europe Limited ("Freedom EU") | Cyprus | Securities broker-dealer | ||||||||||||
| Freedom Finance Armenia LLC ("Freedom AR") | Armenia | Securities broker-dealer | ||||||||||||
Freedom Capital Markets ("FCM") | USA | Securities broker-dealer | ||||||||||||
| Foreign Enterprise LLC Freedom Finance | Uzbekistan | Securities broker-dealer | ||||||||||||
| Freedom Broker LLC | Kyrgyzstan | Securities broker-dealer | ||||||||||||
| Freedom Broker Global Markets Ltd | UAE | Securities broker-dealer | ||||||||||||
| FREEDOM YATIRIM MENKUL DEĞERLER ANONİM ŞİRKETİ | Turkey | Securities broker-dealer | ||||||||||||
| Banking Segment | ||||||||||||||
Freedom Bank Kazakhstan JSC ("Freedom Bank KZ") | Kazakhstan | Commercial bank | ||||||||||||
Freedom Bank Tajikistan CJSC ("Freedom Bank TJ") | Tajikistan | Commercial bank | ||||||||||||
| OUSA Nova LLP | Kazakhstan | Stress asset management company | ||||||||||||
| Insurance Segment | ||||||||||||||
| Freedom Finance Life JSC ("Freedom Life") | Kazakhstan | Life/health insurance | ||||||||||||
| Freedom Finance Insurance JSC ("Freedom Insurance") | Kazakhstan | General insurance | ||||||||||||
| Other segment | ||||||||||||||
| Ticketon Events LLP ("Ticketon") | Kazakhstan | Online ticket sales | ||||||||||||
| Freedom Digital Exchange Closed Joint-Stock Company | Kyrgyzstan | Digital asset services | ||||||||||||
| Chiptahoi Muosir LLC | Tajikistan | Online ticket sales | ||||||||||||
| Ticketon Events KG LLC | Kyrgyzstan | Online ticket sales | ||||||||||||
| Ticketon LLC | Uzbekistan | Online ticket sales | ||||||||||||
| Freedom Finance Special Purpose Company LTD ("Freedom SPC") | Kazakhstan | Issuance of debt securities | ||||||||||||
| Freedom Finance Commercial LLP | Kazakhstan | Sales consulting | ||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
| Freedom Technologies LLP ("Paybox") | Kazakhstan | Payment services | ||||||||||||
| Freedom Processing LLP | Kazakhstan | IT Solutions and products processes data for payment services | ||||||||||||
| Freedom Pay LLP | Kazakhstan | Payment platform | ||||||||||||
| Paybox Money LLP | Kazakhstan | Implementation of payment services | ||||||||||||
| Freedom Pay Kyrgyzstan | Kyrgyzstan | Provision of payment services | ||||||||||||
| Freedom Payments LLC | Uzbekistan | Provision of payment services | ||||||||||||
| Aviata LLP | Kazakhstan | Online travel ticket aggregator | ||||||||||||
| Internet-Tourism LLP | Kazakhstan | Online travel ticket aggregator | ||||||||||||
| Arbuz Group LLP ("Arbuz") | Kazakhstan | Online retail trade and e-commerce | ||||||||||||
| Prime Retail LLP | Kazakhstan | Online retail trade and e-commerce | ||||||||||||
| Retail Prime Astana LLP | Kazakhstan | Online retail trade and e-commerce | ||||||||||||
| Arbuz Pharma LLP | Kazakhstan | Retail (pharmaceuticals) | ||||||||||||
| Freedom Telecom Holding Limited ("Freedom Telecom") | Kazakhstan | Telecommunications | ||||||||||||
| Freedom Telecom Operations LLP | Kazakhstan | Wireless telecommunications | ||||||||||||
| Freedom Media LLP | Kazakhstan | Media and entertainment | ||||||||||||
| Freedom Cloud LLP (formerly, DITel LLP) ("Freedom Cloud") | Kazakhstan | Telecommunications | ||||||||||||
SilkNetCom LLP ("SilkNetCom") | Kazakhstan | Telecommunications | ||||||||||||
Elitecom LLP ("Elitecom") | Kazakhstan | Telecommunications | ||||||||||||
Astel Group LTD | Kazakhstan | Activities of holding companies | ||||||||||||
| Arna-Sprint Data Communications JSC | Kazakhstan | Rental and leasing of other personal items and household goods | ||||||||||||
| Astel JSC | Kazakhstan | Other wireless telecommunications | ||||||||||||
| Freedom Kazakhstan PC Ltd | Kazakhstan | Holding company | ||||||||||||
| Freedom Advertising Ltd | Kazakhstan | Advertising | ||||||||||||
| Freedom Shapagat Corporate Fund | Kazakhstan | Non-profit | ||||||||||||
| Freedom Holding Operations LLP | Kazakhstan | Hiring and recruitment | ||||||||||||
| Freedom Horizons LLP | Kazakhstan | Business consulting and services | ||||||||||||
| CLUB T LLP | Kazakhstan | Restaurant and cafe operations | ||||||||||||
| CLUB T ASTANA LLP | Kazakhstan | Restaurant and cafe operations | ||||||||||||
| Freedom Finance Azerbaijan LLC | Azerbaijan | Financial educational center | ||||||||||||
| Freedom Finance FZE. | UAE | Consulting | ||||||||||||
| Freedom Management Ltd. | UAE | Consulting | ||||||||||||
| Freedom Holding Telecom International FZE | UAE | Telecommunications | ||||||||||||
| Freedom Finansial Hizmetler Anonim Şirketi | Turkey | Financial consulting | ||||||||||||
| Freedom Finance Technologies Ltd | Cyprus | IT development | ||||||||||||
| Freedom Prime UK Limited ("Prime UK") | UK | Management consulting | ||||||||||||
| Freedom Finance Germany GmbH | Germany | Tied Agent of Freedom EU | ||||||||||||
| Freedom Structured Products PLC | Cyprus | Financial services | ||||||||||||
| Freedom24 Chess Masters LTD | Cyprus | Chess academy | ||||||||||||
| Freedom Property Ltd | Cyprus | Asset management company | ||||||||||||
| Freedom24 Bulgaria VCC | Bulgaria | Tied Agent of Freedom EU | ||||||||||||
| Freedom24 Greece Single Members P.C | Greece | Tied Agent of Freedom EU | ||||||||||||
| Freedom24 Poland LTD | Poland | Tied Agent of Freedom EU | ||||||||||||
| Freedom24 Lithuania, UAB | Lithuania | Tied Agent of Freedom EU | ||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
| Freedom24 Iberia SL | Spain | Tied Agent of Freedom EU | ||||||||||||
| Freedom24 Netherlands B.V. | Netherlands | Tied Agent of Freedom EU | ||||||||||||
| Freedom24 Austria GmbH | Austria | Tied Agent of Freedom EU | ||||||||||||
| Freedom24 France | France | Tied Agent of Freedom EU | ||||||||||||
| FFIN Securities, Inc. | USA | Dormant | ||||||||||||
| Freedom U.S. Market LLC | USA | Management company | ||||||||||||
| LD Micro ("LD Micro") | USA | Event platform | ||||||||||||
| Freedom US Technologies LLC | USA | Technology services | ||||||||||||
| Total subsidiaries | ||||||||||||||
Through its subsidiaries, the Company offers a diverse range of financial services, including banking, brokerage, and insurance, as well as lifestyle services such as online payments, travel, ticketing, e-commerce, and telecommunications and media businesses in Kazakhstan that are in a developmental stage. It operates as a professional participant in the financial markets, holding banking and insurance licenses, as well as licenses to provide various services across multiple stock exchanges, including the Kazakhstan Stock Exchange (KASE), the Astana International Exchange (AIX), the Republican Stock Exchange of Tashkent (UZSE), and the Uzbek Republican Currency Exchange (UZCE). Additionally, it is a member of the New York Stock Exchange (NYSE) and the Nasdaq Stock Exchange (Nasdaq). Freedom EU enhances the Company's offerings by providing customers with operational support and access to investment opportunities in the United States and the European securities markets.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting principles
The Group's accounting policies and accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America (U.S. GAAP).
Basis of presentation and principles of consolidation
The consolidated financial statements present the consolidated accounts of FRHC and its consolidated subsidiaries. All inter-company balances and transactions have been eliminated from the consolidated financial statements.
Consolidation of variable interest entities
Use of estimates
The preparation of financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that the estimates utilized in preparing the Group's financial statements are reasonable and prudent. Actual results could differ from those estimates.
Revenue and expense recognition
Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes the principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services promised to customers in an amount that reflects the
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. A significant portion of the Group's revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as loans and investment securities, insurance revenue, as these activities are subject to other U.S. GAAP guidance discussed elsewhere within these disclosures. Descriptions of the Group's revenue-generating activities that are within the scope of ASC Topic 606, which are presented in the Consolidated Statements of Operations and Statements of Other Comprehensive Income as components of total revenue, net are as follows:
• Commissions on brokerage services;
• Commissions on banking services (money transfers, foreign exchange operations and other);
• Agency fee commissions (the Company earns agency fee commissions through its facilitation of transactions between customers);
• Commissions on payment processing; and
• Commissions on investment banking services (such as underwriting and market making services).
The Group launched a cashback-based loyalty program, according to which cashbacks are provided for purchases made with Bank's card, depending on the customer loyalty level. If cash or another form of consideration provided to a customer, the Group reduces the transaction price.
Concentrations of Revenue
Revenues from one customer of the Group's Brokerage segment represents the following amount of the Group's consolidated revenues:
Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
Single non-related party | $ | $ | |||||||||
For the three months ended June 30, 2025 and June 30, 2024 the amounts in the table above included fee and commission income earned from one customer in the amount of $72,325 and $64,879 , respectively and interest income from margin loans to one customer in the amount of $8,947 and $19,394 , respectively.
Transaction-Based Revenues
The Company earns transaction-based revenue by routing and executing customer orders in equities, options, fixed-income securities and other exchange-traded products. The Company's single performance obligation is satisfied at the point in time an order is executed, which is when the customer obtains substantially all of the remaining benefits from the asset. The transaction price is established at execution and consists of per-instrument or per-contract commissions and a fixed percentage of the notional trade value.
Gross versus net revenue
ASC 606 provides guidance on proper recognition of principal versus agent considerations which is used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether the Group is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controls the price of the good or service being provided. An agent normally receives a commission or fee for these activities. In addition to control, the level at which the Group controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a Group has in providing the good or service, the more likely they are considered a principal rather than an agent.
In certain cases, other parties are involved with providing products and services to the Group's customers. If the Group is principal in the transaction (providing goods or services itself), revenues are reported based on the gross consideration
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
received from the customer and any related expenses are reported gross in non interest expense. If the Group is an agent in the transaction (arranging for another party to provide goods or services), the Group reports its net fee or commission retained as revenue.
Based on the contractual arrangements with customers, the Group acts as an agent on behalf of its customers by enabling customers to enter into long and short positions within the Group's omnibus accounts. The Group facilitates the purchase and sale of securities and securities lending transactions through its platforms by routing purchases and sales transactions from its customers, including the market-making customer through its prime brokers. All the customers, including the market-making customer, act on a principal basis and assume the associated market and counterparty risks of their respective positions. The Group does not act as a counterparty to its customers’ buy or sell transactions but may provide them with margin loans and securities lending transactions. The Group's customers have control of the securities they transact on the Group's platforms, including those that collateralize margin loans, and, as a result, such securities are not presented on the Group's Consolidated Balance Sheets.
Impairment of Goodwill
Goodwill is allocated to reporting units, which are identified as the operating segments or one level below operating segments that generate separate financial information, regularly reviewed by management. The assignment of goodwill to reporting units allows for the assessment of potential impairment at the appropriate level within the organization.
The Group has identified its reporting units based on its organizational and operational structure, as well as the level at which internal financial information is reviewed by management to make strategic decisions. We have the following reporting units: Banking, Insurance, Brokerage and Other. The management team responsible for each business reviews financial information related to this reporting unit, including revenue, expenses, and market trends.
Goodwill has been allocated to each reporting unit based on its relative fair value at the time of acquisition or significant triggering events. The fair value allocation of goodwill to reporting units is periodically reassessed to ensure alignment with the Group's evolving organizational structure and operational dynamics.
The Group conducts impairment testing on an annual basis or whenever indicators of potential impairment arise. The impairment testing involves comparing the carrying amount of each subsidiary, including its allocated goodwill, to its fair value. If the carrying amount exceeds the fair value, an impairment loss is recognized.
Further details regarding the measurement of goodwill impairment and the results of impairment tests for each reporting unit are provided below.
The Group discloses information about its reporting units, the carrying amounts of goodwill allocated to each reporting unit, and the impairment losses recognized. The allocation of goodwill to reporting units ensures a focused evaluation of each unit's financial performance and facilitates the identification of potential impairment, enhancing the transparency and reliability of the Company's financial reporting.
As of June 30, 2025 and March 31, 2025, goodwill recorded in the Company's Condensed Consolidated Balance Sheets totaled $48,471 and $49,093 , respectively. The Group performs an impairment review at least annually unless indicators of impairment exist in interim periods. The entity compares the fair value of a reporting unit with its carrying amount. The goodwill impairment charge is recognized for the amount by which the reporting unit's carrying amount exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. If fair value exceeds the carrying amount, no impairment is recorded.
The amount of goodwill at June 30, 2025 decreased compared to March 31, 2025 primarily due to the impact of foreign currency translation and sale of Comrun LLP. However, excluding the effects of foreign exchange rate movements, goodwill increased as a result of the acquisition of 100 % interest in Astel Group Ltd. by Freedom Telecom. See Note 22 "Acquisitions of Subsidiaries" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
The changes in the carrying amount of goodwill for three months ended June 30, 2025 and 2024, were as follows:
| Brokerage | Bank | Insurance | Other | Total | |||||||||||||||||||||||||
| Goodwill, gross | |||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Foreign currency translation difference | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Acquired | |||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Foreign currency translation difference | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Write-off due to the sale | ( | ( | |||||||||||||||||||||||||||
| Acquired | |||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Accumulated impairment | |||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Impairment expense | |||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Impairment expense | |||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Goodwill, net of impairment | |||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Recent accounting pronouncements
In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-12, Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, as clarified and amended by (i) ASU 2019-09, Financial Services - Insurance (Topic 944): Effective Date, and (ii) ASU 2020-11, Financial Services - Insurance (Topic 944): Effective Date and Early Application (collectively referred to herein as ASU 2018-12). ASU 2018-12 changed existing recognition, measurement, presentation, and disclosure requirements for long-duration contracts. ASU 2018-12 includes: (1) a requirement to review and, if there is a change, update cash flow assumptions used to measure the liability for future policy benefits (LFPB) at least annually, and to update the discount rate assumption quarterly, (2) a requirement to account for market risk benefits (MRBs) at fair value, (3) simplified amortization for deferred policy acquisition costs (DAC), and (4) enhanced financial statement presentation and disclosures. For the Company, the update is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. The Company will adopt ASU 2018-12 effective for fiscal year beginning after April 1, 2025, and interim period within fiscal year beginning after April 1, 2026 using the modified retrospective transition method where permitted. ASU 2018-12 will impact the accounting and disclosure requirements for all long-duration contracts issued by the Company. While the Company is currently evaluating the effect that standard will have on its consolidated financial statements and related disclosures, no material impact is anticipated.
In August 2023, the Financial Accounting Standards Board issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
for joint venture formations. The amendments in ASU 2023-05 seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. The Company does not expect that ASU 2023-05 will have an impact on its consolidated financial statements and related disclosures.
In October 2023, the FASB issued Accounting Standards Update No. 2023-06 ("ASU 2023-06"), Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. The amendments to the various topics should be applied prospectively, and the effective date will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then ASU 2023-06 will not become effective. Early adoption is prohibited. While the Company is currently evaluating the effect that implementation of this update will have on its consolidated financial statements, no material impact is anticipated.
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances reporting requirements under Topic 280. The enhanced disclosure requirements include title and position of the Chief Operating Decision Maker (CODM), significant segment expenses provided to the CODM, extending certain annual disclosures to interim periods, clarifying that single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances. This change is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. This change will apply retrospectively to all periods presented. The Company adopted ASU No 2023-07 beginning from fiscal year started April 1, 2024.
In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. ASU No. 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. As of the reporting date, the Company does not expect that ASU No 2023-08 will have an impact on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that ASU No 2023-09 will have on its consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards. This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that ASU No 2024-01 will have on its consolidated financial statements and related disclosures.
In March 2024, the FASB issued ASU No. 2024-02, "Codification Improvements - Amendments to Remove References to the Concepts Statements." ASU 2024-02 removes references to various FASB Concepts Statements within the Codification. The guidance in ASU No. 2024-02 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, and can be applied either prospectively to all new transactions recognized on or after the date that the entity first applies the amendments or retrospectively to the beginning of the earliest comparative
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
period presented in which the amendments were first applied. Early adoption is permitted. The Company does not expect that ASU No 2024-02 will have an impact on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures" (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that ASU No 2024-03 will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-04, "Debt-Debt with Conversion and Other Options" (Subtopic 470-20). The amendments in this Update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in update 2020-06. The amendments in this update permit an entity to apply the new guidance on either a prospective or a retrospective basis. The Company is currently evaluating the impact that ASU No 2024-04 will have on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU No. 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity". The amendments in this update affect entities involved in acquisition transactions effected primarily by exchanging equity interest when the legal acquiree is a VIE that meets the definition of a business. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact that ASU No 2025-03 will have on its consolidated financial statements and related disclosures.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 3 – CASH AND CASH EQUIVALENTS
As of June 30, 2025, and March 31, 2025, cash and cash equivalents consisted of the following:
June 30, 2025 | March 31, 2025 | ||||||||||
| Short term deposits in commercial banks | $ | $ | |||||||||
| Short term deposits in National Bank (Kazakhstan) | |||||||||||
| Securities purchased under reverse repurchase agreements | |||||||||||
| Petty cash in bank vault and on hand | |||||||||||
| Short term deposits on brokerage accounts | |||||||||||
| Overnight deposits | |||||||||||
| Cash in transit | |||||||||||
| Short term deposits in National Bank (Tajikistan) | |||||||||||
| Short term deposits in stock exchanges | |||||||||||
| Short term deposits in the Central Depository (Kazakhstan) | |||||||||||
| Allowance for Cash and cash equivalents | ( | ( | |||||||||
| Total cash and cash equivalents | $ | $ | |||||||||
June 30, 2025 | |||||||||||||||||
| Interest rates and remaining contractual maturity of the agreements | |||||||||||||||||
Average interest rate | Up to 30 days | Total | |||||||||||||||
Securities purchased under reverse repurchase agreements | |||||||||||||||||
| Non-US sovereign debt | % | $ | $ | ||||||||||||||
| Corporate equity | % | ||||||||||||||||
| Corporate debt | % | ||||||||||||||||
| US sovereign debt | % | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
March 31, 2025 | ||||||||||||||||||||
| Interest rates and remaining contractual maturity of the agreements | ||||||||||||||||||||
Average interest rate | Up to 30 days | Total | ||||||||||||||||||
| Securities purchased under reverse repurchase agreements | ||||||||||||||||||||
| Corporate equity | % | $ | $ | |||||||||||||||||
| Corporate debt | % | |||||||||||||||||||
| Non-US sovereign debt | % | |||||||||||||||||||
| US sovereign debt | % | |||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
The securities received by the Group as collateral under reverse repurchase agreements are liquid trading securities with market quotes and significant trading volume. The fair value of collateral received by the Group under reverse repurchase agreements as of June 30, 2025 and March 31, 2025, was $65,243 and $82,140 , respectively.
As of June 30, 2025 and March 31, 2025, securities purchased under reverse repurchase agreements included accrued interest in the amount of $17 and $5 , with a weighted average maturity of 1 day and 1 day, respectively. All securities repurchase agreements transactions were executed through the KASE.
NOTE 4 – RESTRICTED CASH
As of June 30, 2025, and March 31, 2025, restricted cash consisted of the following:
June 30, 2025 | March 31, 2025 | ||||||||||
| Brokerage customers’ cash | $ | $ | |||||||||
| Guaranty deposits | |||||||||||
| Restricted bank accounts | |||||||||||
| Due from banks | |||||||||||
| Deferred distribution payment | |||||||||||
| Allowance for restricted cash | ( | ( | |||||||||
| Total restricted cash | $ | $ | |||||||||
As of June 30, 2025, and March 31, 2025, part of the Group’s restricted cash was segregated in a special custody account for the exclusive benefit of the relevant brokerage customers.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 5 – INVESTMENT SECURITIES
As of June 30, 2025 and March 31, 2025, trading, available-for-sale securities and held-to-maturity securities consisted of the following:
| June 30, 2025 | March 31, 2025 | ||||||||||
| Non-U.S. sovereign debt | $ | $ | |||||||||
| Corporate debt | |||||||||||
| Corporate equity | |||||||||||
| U.S. sovereign debt | |||||||||||
Exchange traded notes and funds | |||||||||||
| Total trading securities | $ | $ | |||||||||
| June 30, 2025 | March 31, 2025 | ||||||||||
| Corporate debt | $ | $ | |||||||||
| Non-U.S. sovereign debt | |||||||||||
| U.S. sovereign debt | |||||||||||
| Total available-for-sale securities, at fair value | $ | $ | |||||||||
| June 30, 2025 | March 31, 2025 | ||||||||||
| Non-U.S. sovereign debt | $ | $ | |||||||||
| Allowance for Non-US sovereign debt | ( | ( | |||||||||
| Total held-to-maturity securities | $ | $ | |||||||||
| Total investment securities | $ | $ | |||||||||
The following tables present maturity analysis for available-for-sale securities as of June 30, 2025, and March 31, 2025:
| June 30, 2025 | |||||||||||||||||||||||||||||
| Remaining contractual maturity of the agreements | |||||||||||||||||||||||||||||
| Up to 1 year | 1-5 years | 5-10 years | More than 10 years | Total | |||||||||||||||||||||||||
| Corporate debt | |||||||||||||||||||||||||||||
| Non-US sovereign debt | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| US sovereign debt | |||||||||||||||||||||||||||||
| Total available-for-sale securities, at fair value | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
March 31, 2025 | |||||||||||||||||||||||||||||
| Remaining contractual maturity of the agreements | |||||||||||||||||||||||||||||
| Up to 1 year | 1-5 years | 5-10 years | More than 10 years | Total | |||||||||||||||||||||||||
| Corporate debt | |||||||||||||||||||||||||||||
| Non-US sovereign debt | |||||||||||||||||||||||||||||
| US sovereign debt | |||||||||||||||||||||||||||||
| Total available-for-sale securities, at fair value | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The following tables present maturity analysis for held-to-maturity securities as of June 30, 2025, and March 31, 2025:
| June 30, 2025 | |||||||||||||||||||||||||||||
| Remaining contractual maturity of the agreements | |||||||||||||||||||||||||||||
| Up to 1 year | 1-5 years | 5-10 years | More than 10 years | Total | |||||||||||||||||||||||||
| Non-US sovereign debt | |||||||||||||||||||||||||||||
| Total held-to-maturity securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
March 31, 2025 | |||||||||||||||||||||||||||||
| Remaining contractual maturity of the agreements | |||||||||||||||||||||||||||||
| Up to 1 year | 1-5 years | 5-10 years | More than 10 years | Total | |||||||||||||||||||||||||
| Non-US sovereign debt | |||||||||||||||||||||||||||||
| Total held-to-maturity securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of June 30, 2025, the Group held debt securities of two issuers each of which individually exceeded 10 1,545,644 and the Kazakhstan Sustainability Fund JSC (Fitch: BBB credit rating) in the amount of $477,026 . As of March 31, 2025, the Group held debt securities of two issuers each of which individually exceeded 10 1,527,340 and the Kazakhstan Sustainability Fund JSC (Fitch: BBB credit rating) in the amount of $578,862 . The debt securities issued by the Ministry of Finance of the Republic of Kazakhstan and the Kazakhstan Sustainability Fund JSC are categorized as non-US sovereign debt and corporate debt, respectively.
As of the June 30, 2025 and March 31, 2025, the Group had $360 and $406 that was recognized as other-than-temporary impairment in accumulated other comprehensive loss.
The fair value of securities is determined using observable market data based on recent trading activity. Where observable market data is unavailable due to a lack of trading activity, the Group utilizes internally developed models to estimate fair value and independent third parties to validate assumptions, when appropriate. Estimating fair value requires significant management judgment, including benchmarking to similar instruments with observable market data and applying appropriate discounts that reflect differences between the securities that the Group is valuing and the selected benchmark. Depending on the type of securities owned by the Group, other valuation methodologies may be required.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
Measurement of fair value is classified within a hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The valuation hierarchy contains three levels:
•Level 1 - Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets.
•Level 2 - Valuation inputs are quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets, and other observable inputs directly or indirectly related to the asset or liability being measured.
•Level 3 - Valuation inputs are unobservable and significant to the fair value measurement.
The following tables present securities assets in the Сondensed Сonsolidated Balance Sheets or disclosed in the Notes to the condensed consolidated financial statements at fair value on a recurring basis as of June 30, 2025, and March 31, 2025:
| Weighted Average Interest Rate | Total | Fair Value Measurements as of June 30, 2025 using | |||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Units | |||||||||||||||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||
| Non-U.S. sovereign debt | % | $ | $ | $ | $ | ||||||||||||||||||||||||
| Corporate debt | % | ||||||||||||||||||||||||||||
| Corporate equity | |||||||||||||||||||||||||||||
| U.S. sovereign debt | % | ||||||||||||||||||||||||||||
Exchange traded notes and funds | |||||||||||||||||||||||||||||
| Total trading securities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Corporate debt | % | $ | $ | $ | $ | ||||||||||||||||||||||||
| Non-U.S. sovereign debt | % | ||||||||||||||||||||||||||||
| U.S. sovereign debt | % | ||||||||||||||||||||||||||||
| Total available-for-sale securities, at fair value | $ | $ | $ | $ | |||||||||||||||||||||||||
As of June 30, 2025, the fair value of held-to-maturity securities, determined using Level 1 inputs, totaled $199,580 , and using Level 2 inputs, totaled $108,235 . The table below presents the amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of held-to-maturity securities as of June 30, 2025.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
June 30, 2025 | ||||||||||||||||||||||||||||||||
| Assets measured at amortized cost | Gross unrecognized holding gains | Gross unrecognized holding losses | Fair value of held-to-maturity | Maturity Date | ||||||||||||||||||||||||||||
| Non-US sovereign debt | ( | 2029 - 2037 | ||||||||||||||||||||||||||||||
Total held-to-maturity securities | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Weighted Average Interest Rate | Total | Fair Value Measurements as of March 31, 2025 using | |||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Units | |||||||||||||||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||||||
| Non-U.S. sovereign debt | % | $ | $ | $ | $ | ||||||||||||||||||||||||
| Corporate debt | % | ||||||||||||||||||||||||||||
| Corporate equity | |||||||||||||||||||||||||||||
| U.S. sovereign debt | % | ||||||||||||||||||||||||||||
Exchange traded notes and funds | |||||||||||||||||||||||||||||
| Total trading securities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Corporate debt | % | $ | $ | $ | $ | ||||||||||||||||||||||||
| Non-U.S. sovereign debt | % | ||||||||||||||||||||||||||||
| U.S. sovereign debt | % | ||||||||||||||||||||||||||||
| Total available-for-sale securities, at fair value | $ | $ | $ | $ | |||||||||||||||||||||||||
As of March 31, 2025, the fair value of held-to-maturity securities, determined using Level 1 inputs, totaled $45,216 , and using Level 2 inputs, totaled $19,736 . The table below presents the amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of held-to-maturity securities as of March 31, 2025.
March 31, 2025 | ||||||||||||||||||||||||||||||||
| Assets measured at amortized cost | Gross unrecognized holding gains | Gross unrecognized holding losses | Fair value of held-to-maturity | Maturity Date | ||||||||||||||||||||||||||||
| Non-US sovereign debt | ( | 2031 - 2037 | ||||||||||||||||||||||||||||||
Total held-to-maturity securities | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
The tables below present the valuation techniques and significant Level 3 inputs used in the valuation as of June 30, 2025, and March 31, 2025. The tables are not intended to be all inclusive, but instead capture the significant unobservable inputs relevant to determination of fair value.
| Type | Valuation Technique | FV as of June 30, 2025 | Significant Unobservable Inputs | % | ||||||||||||||||||||||
| Corporate equity | DCF | Discount rate | ||||||||||||||||||||||||
| Estimated number of years | ||||||||||||||||||||||||||
| Termination multiplier | ||||||||||||||||||||||||||
| Corporate equity | DCF | Discount rate | ||||||||||||||||||||||||
| Estimated number of years | ||||||||||||||||||||||||||
| Termination multiplier | ||||||||||||||||||||||||||
| Corporate debt | DCF | Discount rate | ||||||||||||||||||||||||
| Estimated number of years | ||||||||||||||||||||||||||
| Corporate equity | DCF | Discount rate | ||||||||||||||||||||||||
| Estimated number of years | ||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
| Type | Valuation Technique | FV as of March 31, 2025 | Significant Unobservable Inputs | % | ||||||||||||||||||||||
| Corporate equity | DCF | Discount rate | ||||||||||||||||||||||||
| Estimated number of years | ||||||||||||||||||||||||||
| Termination multiplier | ||||||||||||||||||||||||||
| Corporate equity | DCF | Discount rate | ||||||||||||||||||||||||
| Estimated number of years | ||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended June 30, 2025, and the year ended March 31, 2025:
| Trading securities | ||||||||
| Balance as of March 31, 2024 | $ | |||||||
| Revaluation of investments that use Level 3 inputs | ( | |||||||
| Balance as of March 31, 2025 | $ | |||||||
| Reclassification to Level 3 | ||||||||
| Sale of investments that use Level 3 inputs | ||||||||
| Purchase of investments that use Level 3 inputs | ||||||||
| Revaluation of investments that use Level 3 inputs | ( | |||||||
Balance as of June 30, 2025 | $ | |||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
The table below presents the amortized cost, unrealized gains and losses accumulated in other comprehensive income, and fair value of available-for-sale securities as of June 30, 2025, and March 31, 2025:
June 30, 2025 | ||||||||||||||||||||||||||||||||
| Assets measured at amortized cost | Accumulated impairment loss | Unrealized loss/(gain) accumulated in other comprehensive income/(loss) including foreign currency translation adjustments, net | Assets measured at fair value | Maturity Date | ||||||||||||||||||||||||||||
| Corporate debt | $ | $ | $ | $ | 2025- 2039 | |||||||||||||||||||||||||||
| Non-U.S. sovereign debt | ( | ( | 2025 - indefinite | |||||||||||||||||||||||||||||
| U.S. sovereign debt | ( | 2027 -2044 | ||||||||||||||||||||||||||||||
| Total available-for-sale securities, at fair value | $ | $ | ( | ( | $ | |||||||||||||||||||||||||||
March 31, 2025 | ||||||||||||||||||||||||||||||||
| Assets measured at amortized cost | Accumulated impairment loss | Unrealized gain/(loss) accumulated in other comprehensive income/(loss) including foreign currency translation adjustments, net | Assets measured at fair value | Maturity Date | ||||||||||||||||||||||||||||
| Corporate debt | $ | $ | ( | $ | $ | 2025 - 2039 | ||||||||||||||||||||||||||
| Non-U.S. sovereign debt | ( | ( | 2024 - indefinite | |||||||||||||||||||||||||||||
| U.S. sovereign debt | ( | 2027 - 2044 | ||||||||||||||||||||||||||||||
| Total available-for-sale securities, at fair value | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 6 – MARGIN LENDING, BROKERAGE AND OTHER RECEIVABLES, NET
Margin lending, brokerage and other receivables as of June 30, 2025, and March 31, 2025, consisted of:
| June 30, 2025 | March 31, 2025 | ||||||||||
| Margin lending receivables | $ | $ | |||||||||
| Receivables from telecommunication services | |||||||||||
| Bank commissions receivable | |||||||||||
| Bond coupon receivable and dividends accrued | |||||||||||
| Receivables from brokerage customers | |||||||||||
| Receivable for underwriting and market-making services | |||||||||||
| Other receivables | |||||||||||
| Allowance for receivables | ( | ( | |||||||||
| Total margin lending, brokerage and other receivables, net | $ | $ | |||||||||
Margin lending receivables are amounts owed to the Group from customers as a result of borrowings by such customers against the value of qualifying securities, primarily for the purpose of purchasing additional securities. Amounts may fluctuate from period to period as overall customer balances change as a result of market levels, customer positioning and leverage. Credit exposures arising from margin lending activities are generally mitigated by their short-term nature, the value of collateral held and the Group's right to call for margin when collateral values decline.
Collateral for margin lending receivables includes cash balances in customers' brokerage accounts and securities, adjusted for customers' off-balance sheet short positions. As of June 30, 2025, and March 31, 2025, the fair value of collateral held by the Group under margin loans was $6,668,373 and $7,312,950 , respectively.
As of June 30, 2025, and March 31, 2025, the Company had three non-related party customers whose individual balances exceeded 10% of the total margin lending, brokerage, and other receivables balance, amounted to $1,397,605 and $2,323,461 , respectively. The collateral held from these non-related party customers was valued at $1,915,900 and $3,218,277 as of June 30, 2025, and March 31, 2025, respectively.
For both individual and institutional brokerage customers, the Group may enter into arrangements for securities financing transactions in respect of financial instruments held by the Group on behalf of the customer or may use such financial instruments for our own account or the account of another customer. The Group maintains omnibus brokerage accounts for our customers, including institutional brokerage customers, in which transactions of these customers and the underlying customers of these institutional brokerage customers are combined in a single account with us. As noted above, the Group may use the assets within the omnibus accounts to finance, lend, provide credit or provide debt financing or otherwise use and direct the order or manner of assets for financing of other customers of ours. Where allowed by the regulations applicable to the Group, the Group may accept short sales from these institutional customers and as a result, the Group is only required to maintain positions with third party custodians for the net long positions in each security in the omnibus accounts.
As of June 30, 2025 and March 31, 2025, using actual, historical and statistical data, the Group recorded an allowance for brokerage receivables in the amounts of $16,916 and $19,256 , respectively.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 7 – LOANS ISSUED
Loans issued as of June 30, 2025, consisted of the following:
| Amount Outstanding | Due Dates | Average Interest Rate | Fair Value of Collateral | Loan Currency | |||||||||||||||||||||||||
| Mortgage loans | $ | July 2025 - May 2051 | $ | KZT | |||||||||||||||||||||||||
| Uncollateralized bank customer loans | July 2025 - June 2045 | KZT | |||||||||||||||||||||||||||
| Right of claim for purchased retail loans | July 2025 - May 2031 | KZT | |||||||||||||||||||||||||||
| Collateralized bank customer loans | July 2025 - June 2045 | KZT | |||||||||||||||||||||||||||
| Car loans | July 2025 - June 2032 | KZT | |||||||||||||||||||||||||||
| Other | July 2025 - May 2030 | USD /KZT/ EUR | |||||||||||||||||||||||||||
| Allowance for loans issued | ( | ||||||||||||||||||||||||||||
| Total loans issued | $ | ||||||||||||||||||||||||||||
The Group provides mortgage loans to borrowers on behalf of the JSC Kazakhstan Sustainability Fund ("Program Operator") related to the state mortgage program "7-20-25" and transfers the rights of claim on the mortgage loans to the Program Operator. The proceeds received from these transfers are presented within funds received under state program for financing of mortgage loans in the Condensed Consolidated Statements of Cash Flows. Under this program, borrowers can receive a mortgage at an interest rate of 7 % subject to not less than 20 % down payment, for 25 years, and the interest payments received by the Group are recognized as interest income in the Group's Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income. In accordance with the program and trust management agreement for the program, Group services the transferred loans and remits all repayments of principal it receives plus 4.5 % of the 7 % interest received to the Program Operator. The interest paid to the Program Operator is recognized as interest expense in the Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income. The remaining 2.5 % of the 7 % interest is retained by Group. Under the program and trust management agreement, Group is required to repurchase the rights to make claims on the transferred loans when either loan principal repayments or interest payments are overdue 90 days or more. The repurchase of overdue loans is performed at the loans' nominal value and is presented within repurchase of mortgage loans under the State Program in the Condensed Consolidated Statements of Cash Flows.
Since the Group transfers the rights to make claims on the loans with recourse for loans that are more than 90 days past due, retains part of the interest received on the loans and agrees to service the loans after the sale of the loans to the Program Operator, the Group has determined that it retains control over the loans transferred and continues recognizing the loans, which are accounted for as secured borrowings of the Group in accordance with ASC 860, Transfers and Servicing. As the Group continues to recognize the loans as assets, it also recognizes the associated liability equal to the proceeds received from the Program Operator, which is presented separately as liability arising from continuing involvement in the Consolidated Balance Sheets. This liability accrues 5 % interest annually as described above. As of June 30, 2025 and March 31, 2025, the corresponding liability amounted to $496,414 and $503,705 , respectively.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
As of June 30, 2025 and March 31, 2025, mortgage loans include loans under the state mortgage program "7-20-25" with an aggregate principal amount of $505,303 and $511,851 , respectively, were presented within loans issued in the Condensed Consolidated Balance Sheets.
The Group has an agreement with Microfinance Organization Freedom Finance Credit LLP ("FFIN Credit"), a company established and controlled by FRHC's controlling shareholder, chairman and chief executive officer, Timur Turlov, to purchase uncollateralized retail loans. FFIN Credit is a non-bank credit institution that issues loans in Kazakhstan under simplified lending procedures. FFIN Credit was created as a pilot project to test and improve the scoring models used for qualifying and issuing loans. The principal operation of FFIN Credit is to provide loans to customers online using biometric identification and its proprietary scoring process. Following the successful pilot, the Company intends to either acquire FFIN Credit from Mr. Turlov or implement an in-house solution to replicate its functions, ensuring continuity and scalability of the lending operations. The bank has legal ownership over purchase from FFIN Credit uncollateralized retail loans, however, in accordance with U.S. GAAP requirements, the Group does not recognize those loans, since effective control over the transferred loans are maintained by FFIN Credit. Instead, the Group recognizes the loans receivable from FFIN Credit presented on the Condensed Consolidated Balance Sheets within the loans issued. As of June 30, 2025 and March 31, 2025, right of claims for purchased retail loans amounted to $226,357 and $183,635 , respectively.
The total accrued interest for loans issued amounted to $15,275 as of June 30, 2025 and $13,385 as of March 31, 2025.
Loans issued as of March 31, 2025, consisted of the following:
| Amount Outstanding | Due Dates | Average Interest Rate | Fair Value of Collateral | Loan Currency | |||||||||||||||||||||||||
| Mortgage loans | $ | April 2025 - March 2050 | $ | KZT | |||||||||||||||||||||||||
| Uncollateralized bank customer loans | April 2025 - March 2045 | KZT | |||||||||||||||||||||||||||
| Right of claim for purchased retail loans | April 2025 - March 2030 | KZT | |||||||||||||||||||||||||||
| Car loans | April 2025 - April 2032 | KZT | |||||||||||||||||||||||||||
| Collateralized bank customer loans | April 2025 - July 2043 | KZT | |||||||||||||||||||||||||||
| Other | April 2025 - September 2029 | KZT/EUR/USD | |||||||||||||||||||||||||||
| Allowance for loans issued | ( | ||||||||||||||||||||||||||||
| Total loans issued | $ | ||||||||||||||||||||||||||||
Credit quality indicators
Freedom Bank KZ uses a loan portfolio quality classification system that indicates signs of a significant increase in credit risk and contractual impairment, depending on the analysis of reasonable and supportable information available at the reporting date. The loan portfolio is classified into "not credit impaired," "with significant increase in credit risk" and "credit impaired" agreements.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
Loans "not credit impaired" under the agreement are serviced as usual, there are no primary signs of an increase in credit risk. Agreements classified as "with significant increase in credit risk" represent loans for which there is an increase in the credit risk expected over the life of the agreement compared to the initial risk at the date of recognition of the loan. In practice, the presence of overdue debt on principal and interest for a period of more than 30 days or the absolute probability of default threshold PD exceeds 20%. Agreements classified as "credit impaired" represent loans for which at the reporting date there are signs of impairment, the borrower has been in default for 90 or more days for individuals and 60 or more days for legal entities, the borrower for the last 6 months for individuals and 12 months for legal entities restructured the contract due to the deterioration of the financial condition, the borrower is recognized as credit impaired, the presence of a sign of default, a sign of bankruptcy, the deterioration of the financial performance of the borrower, the presence of other information indicating the presence of a high credit risk.
The table below presents the Group's loan portfolio by credit quality classification and origination year as of June 30, 2025. Current vintage disclosure is the requirement due to first adoption of ASC 326.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
Term Loans by Origination Fiscal Year | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving loans | Total | ||||||||||||||||||||||||||||||||||||||||
| Mortgage loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Uncollateralized bank customer loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Right of claim for purchased retail loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Collateralized bank customer loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Car loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
The table below presents the Group's loan portfolio by credit quality classification as of March 31, 2025.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
Term Loans by Origination Fiscal Year | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving loans | Total | ||||||||||||||||||||||||||||||||||||||||
| Mortgage loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Uncollateralized bank customer loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Right of claim for purchased retail loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Car loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Collateralized bank customer loans | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||||||||
| that are not credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| with significant increase in credit risk | |||||||||||||||||||||||||||||||||||||||||||||||
| that are credit impaired | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
Aging analysis of past due loans as of June 30, 2025 and March 31, 2025, is as follows:
June 30, 2025 | |||||||||||||||||||||||||||||
| Loans 30-59 Days past due | Loans 60-89 days past due | Loans 90 days or more past due and still accruing | Current loans | Total | |||||||||||||||||||||||||
| Mortgage loans | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Uncollateralized bank customer loans | |||||||||||||||||||||||||||||
| Right of claim for purchased retail loans | |||||||||||||||||||||||||||||
| Collateralized bank customer loans | |||||||||||||||||||||||||||||
| Car loans | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
March 31, 2025 | |||||||||||||||||||||||||||||
| Loans 30-59 Days past due | Loans 60-89 days past due | Loans 90 days or more past due and still accruing | Current loans | Total | |||||||||||||||||||||||||
| Mortgage loans | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Uncollateralized bank customer loans | |||||||||||||||||||||||||||||
| Right of claim for purchased retail loans | |||||||||||||||||||||||||||||
| Car loans | |||||||||||||||||||||||||||||
| Collateralized bank customer loans | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
The activity in the allowance for credit losses for the three months ended June 30, 2025 and 2024 is summarized in the following tables.
| Allowance for credit losses | |||||||||||||||||||||||||||||||||||||||||
| Mortgage loan | Uncollateralized bank customer loans | Collateralized bank customer loans | Car loans | Right of claim for purchased retail loans | Other | Total | |||||||||||||||||||||||||||||||||||
March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Charges | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||||||||
| Write off | |||||||||||||||||||||||||||||||||||||||||
| Forex | |||||||||||||||||||||||||||||||||||||||||
June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Allowance for credit losses | |||||||||||||||||||||||||||||||||||||||||
| Mortgage loan | Uncollateralized bank customer loans | Collateralized bank customer loans | Car loans | Right of claim for purchased retail loans | Other | Total | |||||||||||||||||||||||||||||||||||
| March 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Charges | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||||||||
| Write off | |||||||||||||||||||||||||||||||||||||||||
| Forex | |||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 8 – PROVISION FOR INCOME TAXES
The Group is subject to taxation in Kazakhstan, Kyrgyzstan, Cyprus, Uzbekistan, Germany, Tajikistan, Turkey, the United Arab Emirates, the United Kingdom and the United States of America.
The tax rates used for deferred tax assets and liabilities as of June 30, 2025, and March 31, 2025, were 21 20 18 10 15 12.5 25 25 9 18 15
During the three months ended June 30, 2025, and 2024, the effective tax rate was equal to 25.0 % and 17.6 %, respectively.
NOTE 9 – SECURITIES REPURCHASE AGREEMENT OBLIGATIONS
As of June 30, 2025, and March 31, 2025, trading securities included collateralized securities subject to repurchase agreements as described in the following table:
June 30, 2025 | |||||||||||||||||||||||
| Interest rates and remaining contractual maturity of the agreements | |||||||||||||||||||||||
Average interest rate | Up to 30 days | 30-90 days | Total | ||||||||||||||||||||
Securities sold under repurchase agreements | |||||||||||||||||||||||
| Non-US sovereign debt | % | $ | $ | $ | |||||||||||||||||||
| Corporate debt | % | ||||||||||||||||||||||
| Corporate equity | % | ||||||||||||||||||||||
| US sovereign debt | % | ||||||||||||||||||||||
| Total securities sold under repurchase agreements | $ | $ | $ | ||||||||||||||||||||
March 31, 2025 | |||||||||||||||||||||||
| Interest rate and remaining contractual maturity of the agreements | |||||||||||||||||||||||
Average interest rate | Up to 30 days | 30-90 days | Total | ||||||||||||||||||||
Securities sold under repurchase agreements | |||||||||||||||||||||||
| Non-US sovereign debt | % | $ | $ | $ | |||||||||||||||||||
| Corporate debt | % | ||||||||||||||||||||||
| Corporate equity | % | ||||||||||||||||||||||
| Total securities sold under repurchase agreements | $ | $ | $ | ||||||||||||||||||||
The fair value of collateral pledged under repurchase agreements as of June 30, 2025, and March 31, 2025, was $1,076,783 and $1,436,271 , respectively.
Securities pledged as collateral by the Group under repurchase agreements include trading securities, available-for-sale, and held-to-maturity securities with market quotes and significant trading volume.
As of June 30, 2025 and March 31, 2025, securities repurchase agreement obligations included accrued interest in the amount of $3,062 and $4,798 , with a weighted average maturity of 10 days and 10 days, respectively.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 10 – CUSTOMER LIABILITIES
The Group recognizes customer liabilities associated with deposit funds of its brokerage and bank customers. As of June 30, 2025, and March 31, 2025, customer liabilities consisted of:
June 30, 2025 | March 31, 2025 | ||||||||||||||||||||||
| Amount | Interest | Amount | Interest | ||||||||||||||||||||
| Interest bearing deposits: | |||||||||||||||||||||||
| Term deposits | $ | $ | |||||||||||||||||||||
| Total interest bearing deposits | $ | $ | |||||||||||||||||||||
| Non-interest-bearing deposits: | |||||||||||||||||||||||
| Brokerage customers | $ | $ | |||||||||||||||||||||
| Customer accounts | |||||||||||||||||||||||
| Total non-interest-bearing accounts | $ | $ | |||||||||||||||||||||
| Total customer liabilities | $ | $ | |||||||||||||||||||||
In accordance with Kazakhstan law requirements, commercial banks conclude agreements with JSC Kazakhstan Deposit Insurance Fund ("KDIF"), under which banks are required to pay commissions to KDIF on a periodic basis, the amount of which depends on the term deposits and demand deposits received by banks from their customers. Under the agreement, KDIF insures the term deposits and demand deposits up to $38 for each customer. As at June 30, 2025, and March 31, 2025, respectively, the Group had total amounts in excess of insured bank term deposits of $681,658 and $669,753 for all customers.
NOTE 11 – MARGIN LENDING AND TRADE PAYABLES
As of June 30, 2025, and March 31, 2025, margin lending and trade payables of the Group comprised the following:
June 30, 2025 | March 31, 2025 | ||||||||||
Margin lending payables | $ | $ | |||||||||
| Payables to suppliers of goods and services | |||||||||||
| Payables to merchants | |||||||||||
| Other | |||||||||||
| Total margin lending and trade payables | $ | $ | |||||||||
The fair value of collateral held by the Group under margin loans as of June 30, 2025, and March 31, 2025 was $3,641,456 and $4,521,411 , respectively.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 12 – DEBT SECURITIES ISSUED
As of June 30, 2025, and March 31, 2025, outstanding debt securities issued by the Group included the following:
Debt securities issued by: | Principal Amount as of June 30, 2025 | Principal Amount as of March 31, 2025 | Interest rate | Issue date | Maturity date | Denominated Currency | ||||||||||||||||||||||||||||||||
| Freedom SPC bonds due 2026 | $ | $ | September, 2024 | September, 2026 | USD | |||||||||||||||||||||||||||||||||
| Freedom SPC bonds due 2028 | December, 2023 | December, 2028 | USD | |||||||||||||||||||||||||||||||||||
| Freedom SPC bonds due 2027 | May, 2025 | May, 2027 | USD | |||||||||||||||||||||||||||||||||||
| Freedom SPC bonds due 2026 | October, 2021 | October, 2026 | USD | |||||||||||||||||||||||||||||||||||
| Freedom SPC bonds due 2027 | May, 2025 | May, 2027 | EUR | |||||||||||||||||||||||||||||||||||
| Freedom SPC bonds due 2027 | May, 2025 | May, 2027 | CNY | |||||||||||||||||||||||||||||||||||
| Accrued interest | ||||||||||||||||||||||||||||||||||||||
| Total debt securities issued | $ | $ | ||||||||||||||||||||||||||||||||||||
The Freedom SPC bonds are denominated in U.S. dollars, euros, Chinese yuans and were issued under Astana International Financial Centre ("AIFC") law and trade on the AIX. The Group is a guarantor of the Freedom SPC bonds.
The Freedom SPC bonds due 2026 bear interest at an annual rate of 5.5 % and 10.5 %. The maturity dates for those bonds are in October and September 2026. Interest payments are due to be paid semi-annually in April and October, and on a quarterly basis.
For the first two years of Freedom SPC bonds due 2028, the annual interest rate is 12 % and for subsequent years the interest rate will be fixed and set as the sum of Effective Federal Funds Rate (EFFR) as of December 10, 2025 and a margin of 6.5 %. Interest is paid on a monthly basis. The bondholders have a right of early redemption after two years at nominal value plus accrued interest. After two years , following the issue date, the issuer has the option to redeem the bonds in full or in part at nominal value plus accrued interest.
During the three months ended June 30, 2025, the Group issued additional bonds with the aggregate amount of $199,204 with an annual interest rate of 8 %, 9 % and 10 % and maturity date in May 2027. Interest is paid on a quarterly basis.
Debt securities issued are initially recognized at the fair value of the consideration received, less directly attributable transaction costs.
The Group has no financial covenants to comply with under the terms of its debt securities.
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 13 – INSURANCE CONTRACTS ASSETS AND LIABILITIES FROM INSURANCE ACTIVITIES
As of June 30, 2025, and March 31, 2025, the Group recognized insurance-related assets and liabilities arising from its underwriting and reinsurance activities.
The disclosures below relate solely to the Group's insurance operations and not to its other operating segments (Banking, Brokerage, and Other).
Nature of Insurance Products
The Group offers the following insurance products:
- Long-Duration Contracts: Life insurance and annuity contracts
- Short-Duration Contracts: General insurance products, including property (including automobile), accident,
casualty, and civil liability lines.
As of June 30, 2025, and March 31, 2025, insurance and reinsurance receivables of the Group were comprised of the following:
Insurance contract assets
June 30, 2025 | March 31, 2025 | ||||||||||
| Assets: | |||||||||||
| Amounts due from policyholders | $ | $ | |||||||||
| Claims receivable from reinsurance | |||||||||||
| Amounts due from reinsured | |||||||||||
Advances paid for reinsurance | |||||||||||
| Less provision for impairment losses | ( | ( | |||||||||
| Insurance and reinsurance receivables | |||||||||||
| Unearned premium reserve, reinsurers’ share | |||||||||||
| Reserves for claims and claims’ adjustment expenses, reinsurers’ share | |||||||||||
| Total | $ | $ | |||||||||
As of June 30, 2025, and March 31, 2025, insurance and reinsurance payables of the Company was comprised of the following:
June 30, 2025 | March 31, 2025 | ||||||||||
| Liabilities: | |||||||||||
Amounts payable to insured | |||||||||||
| Amounts payable to agents and brokers | |||||||||||
Amounts payable to reinsurers | |||||||||||
| Insurance and reinsurance payables: | |||||||||||
| Unearned premium reserve | |||||||||||
| Reserves for claims and claims’ adjustment expenses | |||||||||||
| Total | $ | $ | |||||||||
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FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
Reserve Rollforward Table
June 30, 2025 | March 31, 2025 | ||||||||||
Reserves for claims and claims' adjustment expenses, beginning of the period | $ | $ | |||||||||
Reinsurance share, beginning of the period | ( | ( | |||||||||
Reserves for claims and claims' adjustment expenses, net of reinsurance | |||||||||||
Claims and claims' adjustment expenses incurred: | |||||||||||
Current period | |||||||||||
Prior periods, excluding discount and amortization of deferred gain | ( | ||||||||||
Total claims and claims' adjustment expenses incurred | |||||||||||
Claims and claims' adjustment expenses paid: | |||||||||||
Current period | ( | ( | |||||||||
Prior periods | ( | ( | |||||||||
Total claims and claims' adjustment expenses paid | ( | ( | |||||||||
| Other changes: | |||||||||||
| Foreign exchange effect | ( | ( | |||||||||
| Total other changes | ( | ( | |||||||||
Reserves for claims and claims' adjustment expenses, end of the period | |||||||||||
Reinsurance share, end of the period | ( | ( | |||||||||
| Total | $ | $ | |||||||||
Allocation by Contract Type
Reserves for claims and claims' adjustment expenses, net of reinsurance | Long-Duration | Short-Duration | Total | ||||||||||||||
June 30, 2025 | $ | $ | $ | ||||||||||||||
March 31, 2025 | $ | $ | $ | ||||||||||||||
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| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 14 - FEE AND COMMISSION INCOME AND EXPENSE
Fee and commission income is recognized when, or as, the Group satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Group determines the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring the Group's progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration the Group expects to receive in exchange for those promised services (i.e., the "transaction price"). In determining the transaction price, the Group considers multiple factors, including the effects of variable consideration, if any.
The Group's revenues from contracts with customers are recognized when the Group's performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. The majority of the Group's performance obligations are satisfied at a point in time and are typically collected from customers by debiting their brokerage account with the Group.
Brokerage Services
The Group earns commission revenue by executing, settling and clearing transactions with customers primarily in exchange-traded and over-the-counter financial instruments related to corporate equity and debt securities, money market instruments and exchange-traded options and futures contracts. Trade execution and clearing services, when provided together, represent a single performance obligation, as the services are not separately identifiable in the context of the contract. Commission revenue associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade date when the performance obligation is satisfied.
Banking Services
The Group earns revenue from two primary streams related to commissions from bank services:
•The Group earns banking commissions by executing customer orders for money transfer, purchase and sale of foreign currency, and other banking services. A substantial portion of the Group's revenue is derived from commissions from private customers through accounts with transaction-based pricing. Commission revenue is collected and recognized by the Company at a point in time at the execution of the order.
•Interchange — The Group acts as an agent between customers and international payment systems, such as VISA and MasterCard. When using third-party payment platforms or networks, the Group is an agent for the payment processing services to retail customers and, therefore, revenue is recognized on a net basis, as the Group is not primarily responsible for fulfilling the payment processing on third parties' payment platforms/networks and has no discretion in establishing the selling price of the payment processing service to the retail customer on third party payment platforms/networks. Fees from customers using third-party payment platform are earned for processing debit card transactions.
The Group launched a cashback-based loyalty program, according to which cashbacks are provided for purchases made with bank's card, depending on the customer loyalty-level. If cash or another form of consideration provided to a customer, the Group reduces the transaction price. During the three months ended June 30, 2025, the Group netted its cashback incentives with bank services fee in the amount of $24.0 million.
Payment Processing
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| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
The Group earns revenue from two primary streams related to payment processing:
•Commissions from payment processing services, which include activities such as authorization, clearing, and settlement of electronic payments. The Company recognizes revenue at the time when the payment card transaction is completed. Commission rates are based on the amounts of transactions. Fees are typically billed and paid monthly.
•Provision of IT infrastructure to merchants to facilitate payments. The Company recognizes revenue at the time when the performance obligation is satisfied which is as soon as payments are facilitated. These services are typically provided under a commission rate from amounts of facilitated payments. Fees are typically billed and paid monthly.
Underwriting and market-making services
The Group earns underwriting revenues by providing capital raising solutions for corporate customers through initial public offerings, follow-on offerings, equity-linked offerings, private investments in public entities, and private placements. Underwriting revenues are recognized at a point in time on the relevant placement date, as the customer obtains the control and benefit of the capital markets offering at that point. These revenues are generally received within 90 days after the placement date. Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are included in underwriting revenues. These costs are deferred and recognized in the same period as the related investment banking transaction revenue. However, if the transaction is abandoned and does not close, the accounting treatment for the transaction-related costs may differ. In such cases, the accounting principles typically require the immediate recognition of the transaction-related expenses as an expense in the period in which the decision to abandon the transaction is made. This ensures that the costs associated with the abandoned transaction are recognized and reflected accurately in the financial statements of the entity.
Receivables and Contract Balances
Receivables arise when the Group has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. Margin lending, brokerage and other receivables are disclosed in Note 6 "Margin Lending, Brokerage and Other Receivables, Net" in the notes to consolidated financial statements.
Contract assets arise when the revenue associated with the contract is recognized before the Group's unconditional right to receive payment under a contract with a customer (i.e., unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. As of June 30, 2025 and March 31, 2025 contract asset balances were not material.
Contract liabilities arise when customers remit contractual cash payments in advance of the Group satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized either when a milestone is met triggering the contractual right to bill the customer or when the performance obligation is satisfied. As of June 30, 2025 and March 31, 2025 contract liability balances were not material.
During the three months ended June 30, 2025 and June 30, 2024 fee and commission income was comprised of:
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| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Brokerage | Banking | Insurance | Other | Total | |||||||||||||||||||||||||
| Brokerage services | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commission income from payment processing | |||||||||||||||||||||||||||||
| Agency fee income | |||||||||||||||||||||||||||||
| Underwriting and market-making services | |||||||||||||||||||||||||||||
| Bank services | ( | ( | |||||||||||||||||||||||||||
| Other fee and commission income | |||||||||||||||||||||||||||||
| Total fee and commission income | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Agency fee expense | |||||||||||||||||||||||||||||
| Bank services | |||||||||||||||||||||||||||||
| Brokerage services | |||||||||||||||||||||||||||||
| Central Depository services | |||||||||||||||||||||||||||||
| Exchange services | |||||||||||||||||||||||||||||
| Other commission expenses | |||||||||||||||||||||||||||||
| Total fee and commission expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Three months ended June 30, 2024 | |||||||||||||||||||||||||||||
| Brokerage | Banking | Insurance | Other | Total | |||||||||||||||||||||||||
| Brokerage services | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commission income from payment processing | |||||||||||||||||||||||||||||
| Agency fee income | |||||||||||||||||||||||||||||
| Underwriting and market-making services | |||||||||||||||||||||||||||||
| Bank services | |||||||||||||||||||||||||||||
| Other fee and commission income | |||||||||||||||||||||||||||||
| Total fee and commission income | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Agency fee expense | |||||||||||||||||||||||||||||
| Bank services | |||||||||||||||||||||||||||||
| Brokerage services | |||||||||||||||||||||||||||||
| Exchange services | |||||||||||||||||||||||||||||
| Central Depository services | |||||||||||||||||||||||||||||
| Other commission expenses | |||||||||||||||||||||||||||||
| Total fee and commission expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 15 – NET GAIN ON TRADING SECURITIES
During the three months ended June 30, 2025 and June 30, 2024, net gain on trading securities was comprised of:
Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
| Net unrealized gain/(loss) recognized during the reporting period on trading securities still held at the reporting date | $ | $ | ( | ||||||||
| Net gain recognized during the period on trading securities sold during the period | |||||||||||
| Net gain/(loss) recognized during the period on trading securities | $ | $ | ( | ||||||||
During the three months ended June 30, 2025, the Group sold securities for a gain of $7,866 and recognized unrealized gain in the amount of $37,736 . The principal factor contributing to the unrealized net gain is the increase in prices of debt securities with the Ministry of Finance of the Republic of Kazakhstan. During the three months ended June 30, 2024 the Group sold securities for a gain of $12,841 and recognized unrealized loss in the amount of $64,943 .
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| FREEDOM HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in thousands of United States dollars, except share data, unless otherwise stated) | ||
NOTE 16 - NET INTEREST INCOME/EXPENSE
Net interest income/expense includes:
Three months ended June 30, 2025 | Three months ended June 30, 2024 | ||||||||||
| Interest income: | |||||||||||
| Interest income on loans to customers | $ | $ | |||||||||
| Interest income on margin loans to customers | |||||||||||
| Interest income on trading securities | |||||||||||
| Interest income on securities available-for-sale | |||||||||||
| Interest income on reverse repurchase agreements and amounts due from banks | |||||||||||
| Interest income on held-to-maturity securities | |||||||||||
| Total interest income | $ | $ | |||||||||
| Interest expense: | |||||||||||
| Interest expense on securities repurchase agreement obligations | $ | $ | |||||||||
| Interest expense on customer accounts and deposits | |||||||||||
| Interest expense on debt securities issued | |||||||||||
| Interest expense on margin lending payable | |||||||||||
| Interest expense on loans received | |||||||||||
| Other interest expense | |||||||||||
| Total interest expense | $ | $ | |||||||||
| Net interest income | $ | $ | |||||||||
NOTE 17 - NET GAIN ON DERIVATIVES
Three months ended June 30, 2025 | Three months ended June 30, 2024 | ||||||||||
| Net realized gain on derivatives | $ | $ | |||||||||
| Net unrealized (loss)/gain on derivatives | ( | ||||||||||
| Total net gain on derivatives | $ | $ | |||||||||
NOTE 18 – RELATED PARTY TRANSACTIONS
Related party transactions as of June 30, 2025 and March 31, 2025, consisted of the following:
| June 30, 2025 | March 31, 2025 | ||||||||||||||||||||||
| Related party balances | Total category as per financial statements captions | Related party balances | Total category as per financial statements captions | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
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| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Restricted cash | $ | $ | $ | $ | |||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Investment securities | $ | $ | $ | $ | |||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Margin lending, brokerage and other receivables, net | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
| Loans issued | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Other assets, net | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| LIABILITIES | |||||||||||||||||||||||
| Customer liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Margin lending and trade payables | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Liabilities from insurance activity | $ | $ | $ | $ | |||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Other liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
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| Companies controlled by management | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||||||||||||||
| Related party amounts | Total category as per financial statements captions | Related party amounts | Total category as per financial statements captions | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Fee and commission income | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
Insurance premiums earned, net of reinsurance | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Expense: | |||||||||||||||||||||||
| Fee and commission expense | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Interest expense | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Advertising and sponsorship expense | $ | $ | $ | $ | |||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
| General and administrative expense | $ | $ | $ | $ | |||||||||||||||||||
| Management | |||||||||||||||||||||||
| Companies controlled by management | |||||||||||||||||||||||
As of June 30, 2025 and March 31, 2025, the Group had loans issued which included uncollateralized bank customer loans purchased from FFIN Credit, a company outside of the Group which is controlled by Timur Turlov.
As of June 30, 2025, 56 % of the Group's total related party other assets consisted of a prepayment to Freedom Data Centers LLP (formerly, Freedom Telecom LLP) for the potential acquisition of A-Telecom LLP compared to 55 % as of March 31, 2025. The potential acquisition of A-Telecom LLP is part of the Group’s strategy to expand its presence in the
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telecommunications market in Kazakhstan and to develop a digital fintech ecosystem. Freedom Data Centers LLP is considered a related party based on the scale of its economic transactions with the Group.
As of June 30, 2025, 6 % of the Group's total related party customer liabilities were bank deposits from Turlov Family Office Securities (PTY) LTD held with Freedom Bank KZ, compared to 13 % as of March 31, 2025. Turlov Family Office Securities (PTY) LTD is a private securities brokerage company that is wholly owned by Mr. Timur Turlov. Additionally, 64 % of the Group's total related party customer liabilities as of June 30, 2025 were from a private company ITS Central Securities Depository Limited, compared to 1 % as of March 31, 2025. Private company ITS Central Securities Depository Limited is a subsidiary of International Trading System Limited, an affiliate of the Group.
As of both June 30, 2025 and March 31, 2025, 99.9 5,462 insurance premiums earned, net of reinsurance, from such insurance services.
NOTE 19 – STOCKHOLDERS’ EQUITY
During the three months ended June 30, 2025, the Company awarded stock grants totaling 211,691 shares, 99,929 of which were vested on the date of the award.
The table below presents Stock Incentive Plan awards granted on the dates indicated.
Stock awards granted on: | Units | ||||
| April 8, 2025 immediate stock grants | |||||
| April 8, 2025 | |||||
| May 29, 2025 immediate stock grants | |||||
| May 29, 2025 | |||||
NOTE 20 – STOCK BASED COMPENSATION
The compensation expense related to restricted and non-restricted stock grants was $23,054 during the three months ended June 30, 2025, and $10,615 during the three months ended June 30, 2024. As of June 30, 2025 there was $73,597 of total unrecognized compensation cost related to non-vested shares of common stock granted, and $49,256 during the three months ended June 30, 2024. The cost is expected to be recognized over a weighted average period of 4.38 years. The compensation expense related to stock awards, which vested on the date of the award was $11,754 and $3,230 during the three months ended June 30, 2025 and June 30, 2024, respectively.
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The Company has determined the fair value of shares awarded during the three months ended June 30, 2025, using the Monte Carlo valuation model based on the following key assumptions:
| Stock awards granted | Term (years) | Volatility | Risk-free rate | ||||||||
April 8, 2025 | % | % | |||||||||
| May 29, 2025 | % | % | |||||||||
The table below summarizes the activity for the Company's stock awards during the three months ended June 30, 2025:
| Shares | Weighted Average Fair Value | ||||||||||
Outstanding, at March 31, 2025 | |||||||||||
| Granted | |||||||||||
| Vested | ( | ( | |||||||||
| Forfeited/cancelled/expired | |||||||||||
Outstanding, at June 30, 2025 | |||||||||||
NOTE 21 – LEASES
At June 30, 2025, the Group was obligated under a number of noncancellable leases, predominantly operating leases of office space, which expire at various dates through 2034. The Group's primary involvement with leases is in the capacity as a lessee where a Group leases premises to support its business.
The Group determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. Operating lease liabilities and right-of-use (ROU) assets are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The future lease payments are discounted at a rate that estimates the Company’s collateralized borrowing rate for financing instruments of a similar term and are included in accounts payable and other liabilities. The operating lease ROU asset, included in premises and equipment, also includes any lease prepayments made, plus initial direct costs incurred, less any lease incentives received. The Company recognizes fixed lease costs on a straight-line basis throughout the lease term in the Consolidated Statement of Income. Certain of these leases also have extension or termination options,
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and the Company assesses the likelihood of exercising such options. If it is reasonably certain that the Group will exercise the options to extend, then we include the impact in the measurement of our ROU assets and lease liabilities.
When readily determinable, the Company uses the rate implicit in the lease to discount lease payments to present value; however, the rate implicit on most of the Group's leases are not readily determinable. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.
The table below presents the lease related assets and liabilities recorded on the Company's condensed consolidated balance sheets as of June 30, 2025 and March 31, 2025:
| Classification on Balance Sheet | June 30, 2025 | March 31, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Operating lease assets | Right-of-use asset | $ | $ | ||||||||||||||
| Total lease assets | $ | $ | |||||||||||||||
| Liabilities | |||||||||||||||||
| Operating lease liability | Lease liability | $ | $ | ||||||||||||||
| Total lease liability | $ | $ | |||||||||||||||
The following table presents as of June 30, 2025, the maturities of the lease liabilities:
Leases maturing during the period ending March 31, | ||||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total payments | ||||||||
| Less: amounts representing interest | ( | |||||||
| Lease liability, net | $ | |||||||
| Weighted average remaining lease term (in months) | ||||||||
| Weighted average discount rate | % | |||||||
Lease commitments for short-term operating leases as of June 30, 2025 and June 30, 2024 was approximately $2,229 and $1,896 , respectively. The Group's rent expense for office space was $2,689 for the three months ended June 30, 2025 and $2,154 for the three months ended June 30, 2024.
The Group has leases that involve variable payments tied to an index, which are considered in the measurement of operating lease ROU assets and operating lease liabilities.
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NOTE 22 – ACQUISITIONS OF SUBSIDIARIES
Acquisition of Astel Group Ltd.
On April 30, 2025, the Company acquired 100 % interest in Astel Group Ltd. Astel Group Ltd. is a provider of digital solutions and telecommunications services, and ranks among the largest telecom operators in Kazakhstan. Astel Group Ltd. provides advanced IT solutions including information security and cloud services.
The purpose of the acquisition of Astel Group Ltd. was to use the acquired assets and licenses to develop our telecommunications business.
At the reporting date, June 30, 2025, final valuation of Astel Group Ltd. was not completed. According to the preliminary results, as of April 30, 2025, the date of the acquisition of Astel Group Ltd., the fair value of net assets of Astel Group Ltd. was $20,604 . The total purchase price was allocated as follows:
As of April 30, 2025 | |||||
| ASSETS | |||||
| Cash and cash equivalents | |||||
Fixed assets, net | |||||
| Margin lending, brokerage and other receivables, net | |||||
Current income tax asset | |||||
| Intangible assets | |||||
| Other assets, net | |||||
| TOTAL ASSETS | |||||
| LIABILITIES | |||||
| Margin lending and trade payables | |||||
| Other liabilities | |||||
| TOTAL LIABILITIES | |||||
| Net assets acquired | |||||
| Goodwill | |||||
| Total purchase price | |||||
NOTE 23 – COMMITMENTS AND CONTINGENT LIABILITIES
Legal, regulatory and governmental matters
The Group is involved in various claims and legal proceedings that arise in the normal course of business. The Group recognizes a liability when a loss is considered probable and the amount can be reasonably estimated. If a material loss contingency is reasonably possible but not probable, the Group does not record a liability but discloses the nature and amount of the claim, as well as an estimate of the potential loss, if such an estimate can be determined. Legal fees are recorded as expenses when incurred. While the Group does not anticipate that the resolution of any current claims or proceedings will significantly impact its financial position, an adverse outcome in some or all of these cases could materially affect the Group's results of operations or cash flows for specific periods. For many of the matters involving the Group, particularly those in early stages, we cannot reasonably estimate the reasonably possible loss (or range of loss), if
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any. In addition, the ultimate outcome of legal proceedings involves judgments and inherent uncertainties and cannot be predicted with certainty. This assessment is based on the Group's current understanding of relevant facts and circumstances, and the Group's perspective on these matters may evolve with future developments.
The Group accounts for potential losses related to litigation in accordance with FASB ASC Topic 450, "Contingencies." As of June 30, 2025 and March 31, 2025, accruals for potential losses related to legal, regulatory and governmental actions and proceedings were not material.
Einride arbitration case
In January 2025, Einride AB, a limited liability company based in Stockholm, Sweden, specializing in electric and self-driving vehicle technologies ("Einride"), filed a request for arbitration and statement of claim with the SCC Arbitration Institute against the Company (the "Claim"). The Claim is related to the Einride’s raising of a convertible loan through subscription to its convertible debentures. The Claim alleges that the Company failed to pay to subscribe for a nominal convertible debenture amount of $10,000 , allegedly in breach of a Subscription Commitment signed between Einride and the Company in 2024. Einride seeks monetary damages in the amount of $10,000 , together with applicable interest and legal costs. The Company contests the Claim and the relief sought by Einride. The arbitration is being administered under the SCC Arbitration Rules. The arbitration tribunal has been formed and, according to the agreed procedural timeline, the final award is preliminarily scheduled to be issued in May 2026.
Off-balance sheet financial instruments
Freedom Bank KZ is a party to certain off-balance sheet financial instruments. These financial instruments include guarantees and unused commitments under existing lines of credit. These commitments expose the Group to varying degrees of credit and market risk which are essentially the same as those involved in extending loans to customers, and are subject to the same credit policies used in underwriting loans. Collateral may be obtained based on Freedom Bank KZ's credit evaluation of the counterparty. The Group's maximum exposure to credit loss is represented by the contractual amount of these commitments.
Unused commitments under lines of credit
Unused commitments under lines of credit include commercial, commercial real estate, home equity and consumer lines of credit to existing customers. These commitments may mature without being fully funded.
Unused commitments under guarantees
Unused commitments under guarantees are conditional commitments issued by Freedom Bank KZ to provide bank guarantees to customers. These commitments may mature without being fully funded.
Bank guarantees
Bank guarantees are conditional commitments issued by Freedom Bank KZ to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support trade transactions or guarantee arrangements. The credit risk involved in issuing guarantees is essentially the same as that involved in extending loan facilities to customers. A significant portion of the issued guarantees are collateralized by cash. Total lending related commitments outstanding as of June 30, 2025, and March 31, 2025, were as follows:
As of June 30, 2025 | As of March 31, 2025 | ||||||||||
| Unused commitments under lines of credits and guarantees | $ | $ | |||||||||
| Bank guarantees | |||||||||||
| Total | $ | $ | |||||||||
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Capital expenditure commitments
As of June 30, 2025, the Group had contractual capital expenditure commitments of approximately $96,671 related to Freedom Telecom Operations Ltd. for equipment and software acquisition. These commitments are expected to be settled under the relevant agreements within the 5-year period and fall within the scope of the Group’s ordinary capital investment activities.
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NOTE 24 – SEGMENT REPORTING
The following tables summarize the Company's Statement of Operations by its reportable segments for the periods presented. There are no revenues from transactions between the segments and intercompany balances have been eliminated in disclosures.
Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
STATEMENT OF OPERATIONS | Brokerage | Banking | Insurance | Other | Total | ||||||||||||||||||||||||
| Fee and commission income | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Net gain on trading securities | |||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
Insurance premiums earned, net of reinsurance | |||||||||||||||||||||||||||||
| Net (loss)/gain on foreign exchange operations | ( | ( | ( | ( | |||||||||||||||||||||||||
Net gain/(loss) on derivative | ( | ||||||||||||||||||||||||||||
| Sales of goods and services | |||||||||||||||||||||||||||||
| Other income | |||||||||||||||||||||||||||||
| TOTAL REVENUE, NET | |||||||||||||||||||||||||||||
| Fee and commission expense | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Insurance claims incurred, net of reinsurance | |||||||||||||||||||||||||||||
| Payroll and bonuses | |||||||||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||||||||
| Stock compensation expense | |||||||||||||||||||||||||||||
| Advertising and sponsorship expense | |||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
(Recovery of)/allowance for expected credit losses | ( | ||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| TOTAL EXPENSE | |||||||||||||||||||||||||||||
INCOME/(LOSS) BEFORE INCOME TAX | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||||||||
NET INCOME/(LOSS) | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
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Three months ended June 30, 2024 | |||||||||||||||||||||||||||||
STATEMENTS OF OPERATIONS | Brokerage | Banking | Insurance | Other | Total | ||||||||||||||||||||||||
| Fee and commission income | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Net gain/(loss) on trading securities | ( | ( | ( | ||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
Insurance premiums earned, net of reinsurance | |||||||||||||||||||||||||||||
| Net gain/(loss) on foreign exchange operations | ( | ||||||||||||||||||||||||||||
| Net gain on derivative | |||||||||||||||||||||||||||||
| Sales of goods and services | |||||||||||||||||||||||||||||
Other income | |||||||||||||||||||||||||||||
| TOTAL REVENUE, NET | |||||||||||||||||||||||||||||
| Fee and commission expense | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Insurance claims incurred, net of reinsurance | |||||||||||||||||||||||||||||
| Payroll and bonuses | |||||||||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||||||||
| Stock compensation expense | |||||||||||||||||||||||||||||
| Advertising and sponsorship expense | |||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
Allowance for/(recovery of) expected credit losses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| TOTAL EXPENSE | |||||||||||||||||||||||||||||
INCOME/(LOSS) BEFORE INCOME TAX | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Income tax (expense)/benefit | ( | ( | ( | ||||||||||||||||||||||||||
NET INCOME/(LOSS) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
The following tables summarize the Company's total assets and total liabilities by its business segments as of the dates presented. Intercompany balances have been eliminated for separate disclosure.
June 30, 2025 | |||||||||||||||||||||||||||||
| Brokerage | Banking | Insurance | Other | Total | |||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total liabilities | |||||||||||||||||||||||||||||
| Net assets | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
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March 31, 2025 | |||||||||||||||||||||||||||||
| Brokerage | Banking | Insurance | Other | Total | |||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total liabilities | |||||||||||||||||||||||||||||
| Net assets | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
The following table presents revenues for the three months ended June 30, 2025 and 2024, and long-lived assets as of June 30, 2025 and March 31, 2025, classified by the major geographic areas based on subsidiaries' location.
Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Revenue | Brokerage | Banking | Insurance | Other | Total | ||||||||||||||||||||||||
| Kazakhstan | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Armenia | |||||||||||||||||||||||||||||
| Cyprus | |||||||||||||||||||||||||||||
| US | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| TOTAL REVENUE, NET | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Three months ended June 30, 2024 | |||||||||||||||||||||||||||||
| Revenue | Brokerage | Banking | Insurance | Other | Total | ||||||||||||||||||||||||
| Kazakhstan | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Armenia | |||||||||||||||||||||||||||||
| US | |||||||||||||||||||||||||||||
| Cyprus | ( | ||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| TOTAL REVENUE, NET | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
June 30, 2025 | |||||||||||||||||||||||||||||
| Long-lived assets | Brokerage | Banking | Insurance | Other | Total | ||||||||||||||||||||||||
| Fixed assets, net | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Right-of-use assets | |||||||||||||||||||||||||||||
| TOTAL LONG-LIVED ASSETS | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Kazakhstan | |||||||||||||||||||||||||||||
| Cyprus | |||||||||||||||||||||||||||||
| USA | |||||||||||||||||||||||||||||
| Armenia | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| TOTAL LONG-LIVED ASSETS | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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March 31, 2025 | |||||||||||||||||||||||||||||
| Long-lived assets | Brokerage | Banking | Insurance | Other | Total | ||||||||||||||||||||||||
| Fixed assets, net | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Right-of-use assets | |||||||||||||||||||||||||||||
| TOTAL LONG-LIVED ASSETS | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Kazakhstan | |||||||||||||||||||||||||||||
| Cyprus | |||||||||||||||||||||||||||||
| USA | |||||||||||||||||||||||||||||
| Armenia | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| TOTAL LONG-LIVED ASSETS | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Brokerage
Companies in the Brokerage segment offer securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, underwriting and market-making services to a global customer base of corporations, investors, financial institutions, merchants, government and municipal entities. Companies in the Brokerage segment also conduct proprietary securities trading.
The Group's services in this segment include providing customers with access to the world's largest stock exchanges and a gateway to global investment opportunities. Additionally, the Group's offerings in this segment include professional securities analytics, empowering customers with valuable insights and market intelligence to make informed investment decisions. To ensure a seamless experience, the Group provides user-friendly trading applications that offer convenience and flexibility.
Banking
Companies in the Banking segment generate banking service fee and interest income by providing services that include lending, deposit services, payment card services, money transfers, correspondent accounts, supporting both individual and corporate customers with innovative digital financial solutions. To ensure a seamless experience, the Banking segment it provides user-friendly trading applications that offer convenience and flexibility. Companies in the Banking segment also conduct proprietary securities trading activities.
Insurance
Companies in the Insurance segment offer products including life insurance, obligatory insurance, tourist medical health insurance and auto insurance. These insurance products are designed to offer comprehensive coverage and tailored solutions to protect individuals, property, auto and businesses in the event of unforeseen events or risks. Companies in the Insurance segment also conduct proprietary securities trading activities.
Other
Activities of companies in the Other segment include provision of payment processing services, financial educational center services, financial intermediary center services, financial consulting services, administrative management services, telecommunication services information processing services, entertainment ticketing sales, online air and railway ticket purchase aggregation and an online retail trade and e-commerce application. The Other segment also includes transactions conducted by the Company in connection with repurchase agreements.
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NOTE 25 - STATUTORY CAPITAL REQUIREMENTS
The Company has two insurance subsidiaries operating in Kazakhstan: Freedom Life (a regulated life insurer) and Freedom Insurance (a regulated property and casualty insurance entity). The Law of the Republic of Kazakhstan No. 126-II "On Insurance Activities" (the "Insurance Law") is the main law regulating the insurance sector in Kazakhstan. It establishes a framework for insurance activities, registration and licensing of insurance companies and regulation of insurance activities by the Agency of the Republic of Kazakhstan for Regulation and Development of Financial Market ("ARDFM").
Freedom Life and Freedom Insurance is required to notify and receive verbal approval from the ARDFM of any proposals to declare or pay a dividend on its share capital. The amount of dividends these subsidiaries are permitted to declare is limited to the relevant subsidiary's realized retained earnings and dividends can only be paid to the extent they will not cause a breach to the minimum solvency and capital requirements of the relevant subsidiary. As of June 30, 2025 and March 31, 2025, Freedom Life and Freedom Insurance were in compliance with the ARDFM dividend, minimum solvency and minimum capital requirements. Freedom KZ in its capacity of an insurance holding is also limited in declaration and payment of dividends if such payment leads to breach of capital ratios applicable to insurance Freedom Life and Freedom Insurance.
There are no significant differences between the statutory accounting practices and statements prepared in accordance with U.S. GAAP for the insurance subsidiaries.
In addition, our subsidiaries operate under various securities brokerage, banking and financial services regulations and must maintain such licenses in order to conduct their operations. As of June 30, 2025 and March 31, 2025, we, through our subsidiaries, held: (a) brokerage licenses (i) in Kazakhstan issued by ARDFM and the Astana Financial Services Authority (the "AFSA"), (ii) in Cyprus issued by the Cyprus Securities and Exchange Commission ("CySEC"), (iii) in the United States issued by FINRA, (iv) in Armenia issued by the Central Bank of Armenia, and (v) in Uzbekistan issued by the Ministry of Finance of the Republic of Uzbekistan; (b) a banking license for foreign currency operations license in Kazakhstan issued by the ARDFM; (c) a banking license for corporate and retail banking services in Kazakhstan issued by the ARDFM (including for currency exchange operations); (d) payment service provider in Kazakhstan is specially registered in such capacity with National Bank of the Republic of Kazakhstan, payment services providers in Uzbekistan and Kyrgyzstan hold licenses from the National Bank of the Kyrgyz Republic and the Central Bank of Uzbekistan, respectively; and (e) a banking license in Tajikistan issued by the National Bank of Tajikistan. In addition, following receipt of a principal approval by the Turkey's financial regulatory and supervisory authority granted on January 9, 2025, we are in the process of obtaining a license to provide brokerage services in Turkey. Our U.S. broker-dealer subsidiary is subject to regulatory oversight by U.S. authorities, including the Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA), with respect to its brokerage and investment advisory activities in the U.S.
The table below presents net capital/eligible equity, required minimum capital, excess regulatory capital and retained earnings as of June 30, 2025 for the Company and each of subsidiaries that are regulated entities that is material for our consolidated financial statements.
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| (amounts in thousands) | Regulated activities | Net Capital/Eligible Equity | Required Minimum capital/solvency | Excess regulatory capital | Retained earnings | |||||||||||||||||||||||||||
Freedom Holding Corp. | Non-regulated holding company | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
| Freedom EU | Brokerage | |||||||||||||||||||||||||||||||
Freedom Bank KZ | Bank | |||||||||||||||||||||||||||||||
| Freedom KZ | Brokerage | |||||||||||||||||||||||||||||||
| Freedom Global | Brokerage | |||||||||||||||||||||||||||||||
| Freedom Life | Life Insurance | |||||||||||||||||||||||||||||||
Freedom Armenia ("Freedom AR") | Brokerage | |||||||||||||||||||||||||||||||
| Freedom Insurance | Property and Casual Insurance | |||||||||||||||||||||||||||||||
| Other regulated operating subsidiaries | Other | ( | ||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||
According to the requirements of National Bank of Republic of Kazakhstan, the regulator of Freedom KZ and Freedom Life, capital is adjusted through subtraction of non-liquid assets. Consequently, net capital for regulatory purposes may be lower than retained earnings balances. For the purposes of capital requirements applicable to Freedom EU, which is regulated by the Cyprus Securities and Exchange Commission and Freedom Global regulated by Astana Financial Services Authority, current year profit is not included within net capital for regulatory purposes, as profits can only be included in net capital after a statutory audit is completed.
The table below presents net capital/eligible equity, required minimum capital, excess regulatory capital and retained earnings as of March 31, 2025 for each of our subsidiaries that are regulated entities that is material for our consolidated financial statements.
| (amounts in thousands) | Regulated activities | Net Capital/Eligible Equity | Required Minimum capital/solvency | Excess regulatory capital | Retained earnings | |||||||||||||||||||||||||||
Freedom Holding Corp. | Non-regulated holding company | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
| Freedom EU | Brokerage | |||||||||||||||||||||||||||||||
Freedom Bank KZ | Bank | |||||||||||||||||||||||||||||||
| Freedom KZ | Brokerage | |||||||||||||||||||||||||||||||
| Freedom Global | Brokerage | |||||||||||||||||||||||||||||||
| Freedom Life | Life Insurance | |||||||||||||||||||||||||||||||
Freedom Armenia ("Freedom AR") | Brokerage | |||||||||||||||||||||||||||||||
| Freedom Insurance | Property and Casual Insurance | |||||||||||||||||||||||||||||||
| Other regulated operating subsidiaries | Other | ( | ||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||
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NOTE 26 – SUBSEQUENT EVENTS
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis presents management’s perspective on the financial condition and results of operations of Freedom Holding Corp. ("FRHC") and its consolidated subsidiaries. Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "Freedom," "we," "our," and "us" mean Freedom Holding Corp. together with its consolidated subsidiaries. References to a "fiscal year(s)" mean the 12-month periods ended March 31 for the referenced year. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this quarterly report on Form 10-Q, and it should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this quarterly report on Form 10-Q and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities Exchange Commission ("SEC") on June 13, 2025 (the "2025 Form 10-K").
Special Note About Forward-Looking Information
This quarterly report on Form 10-Q and any related discussions contains forward-looking statements (as such phrase is used in the federal securities laws) which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements, other than statements of historical fact, included herein and in any documents incorporated by reference in this quarterly report on Form 10-Q are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding aims, goals, and plans and objectives, including business mission and strategy, digital fintech ecosystem development, customer base, features and performance of our products and services, including Freedom SuperApp, our plans for expansion into telecommunication, media and other markets, expected capital expenditures and plans to finance such capital expenditures, credit ratings, impact of new accounting pronouncements, intentions with respect to FFIN Credit, compliance, information security, acquisitions, treasury policy, expected outcome of legal proceedings, our recent inclusion in the Russell 3000® Index including expected benefits of such inclusion, the expected impact of accounting pronouncements and other non-historical statement. In some cases, forward-looking statements can be identified by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "should," "strategy," "will," "would," and other similar expressions and their negatives.
Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties, many of which may be beyond our control, which could cause actual results to differ materially from the those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and actual results could differ materially as a result of various factors. The following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:
•economic and political conditions in the regions where we operate or in which we have customers;
•current and future conditions in the global financial markets, including fluctuations in interest rates and foreign currency exchange rates;
•сhanges in U.S. trade policies or other countries trade policies, including the imposition of tariffs and retaliatory tariffs;
•the direct and indirect effects on our business stemming from Russia's large-scale military action against Ukraine;
•economic sanctions and countersanctions that limit movement of funds, restrict access to capital markets, block access to third party technologies and IT services or curtail our ability to service existing or potential new customers;
•the impact of legal and regulatory actions, investigations and disputes;
•the policies and actions of regulatory authorities in the jurisdictions in which we have operations, as well as the degree and pace of regulatory changes and new government initiatives generally;
•our ability to manage our growth effectively;
•our ability to complete planned acquisitions or successfully integrate businesses we acquire;
•our ability to successfully execute our strategy for entry into new business areas, including among others the telecommunications, media and health sectors in Kazakhstan;
•the availability of funds, or funds at reasonable rates, for use in our businesses, including for executing our growth strategy;
•the impact of competition, including downward pressures on fee and commissions;
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•our ability to meet regulatory capital adequacy or liquidity requirements, or prudential norms;
•our ability to protect or enforce our intellectual property rights in our brands or proprietary technology;
•our ability to retain key executives and recruit and retain personnel;
•the impact of rapid technological change, including incorporation of artificial intelligence (AI) technologies into products and processes;
•information technology, trading platform and other system failures, cybersecurity threats and other disruptions;
•market risks affecting the value of our proprietary investments;
•risks of non-performance by third parties with whom we have business relationships;
•the creditworthiness of our trading counterparties, and banking and brokerage customers;
•the impact of tax laws and regulations, and their changes, in any of the jurisdictions in which we operate;
•compliance with laws and regulations in each of the jurisdictions in which we operate, particularly those relating to the brokerage, banking and insurance industries;
•the impact of armed conflict in Israel and Gaza, India-Pakistan conflict, and any possible escalation of such conflicts or contagion to neighboring countries or regions;
•unforeseen or catastrophic events, including the emergence of pandemics, terrorist attacks, extreme weather events or other natural disasters, political discord or armed conflict; and
•other factors discussed in this quarterly report, as well as in the 2025 Form 10-K, including those listed under Part I, Item 1A. "Risk Factors" of the 2025 Form 10-K.
Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
You should not place undue reliance on forward-looking statements. Forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management and apply only as of the date of this quarterly report or the respective dates of the documents from which they incorporate by reference. Neither we nor any other person assumes any responsibility for the accuracy or completeness of forward-looking statements. Further, except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, made by us or on our behalf, are also expressly qualified by these cautionary statements.
OVERVIEW
Our Business
Freedom Holding Corp. is organized under the laws of the State of Nevada and acts as a holding company for all of our subsidiaries. Our subsidiaries engage in a broad range of activities including securities brokerage, securities dealing for customers and for our own account, market making activities, investment research, investment counseling, retail and commercial banking, and insurance products. We also own several ancillary businesses and lifestyle solutions, which complement our core financial services businesses, including payment and information processing services, entertainment and travel ticketing services, e-commerce business, and telecommunications and media businesses in Kazakhstan that are in a developmental stage.
Our mission has always been to democratize access to financial markets for global customers. Our company was founded to provide access to the international capital markets for retail brokerage customers and has rapidly grown providing a world-class digital infrastructure that has led to innovative, integrated financial technologies that address customer needs in Kazakhstan, our home market, and dozens of other countries across Europe, Asia, and North America.
The main market of our operations is Kazakhstan. Our operating subsidiaries are located in Kazakhstan, Cyprus, the United States, the United Kingdom, Armenia, the United Arab Emirates, Uzbekistan, Kyrgyzstan, Tajikistan, Azerbaijan, and Turkey, and we also have a presence in Austria, Belgium, Bulgaria, France, Germany, Greece, Italy, Lithuania, The Netherlands, Poland and Spain. We divested our Russian subsidiaries in February 2023. Our subsidiaries in the United States include an SEC- and FINRA-registered broker dealer. As of June 30, 2025, we had 10,054 employees and 231 offices (of which 44 offered brokerage services, 57 offered insurance services, 30 offered banking services and 100 offered other financial and non-financial services).
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During the first quarter of fiscal 2026, the Company's common stock was included in the Russell 3000® Index as part of its 2025 annual reconstitution. Management believes that index membership may raise our profile among institutional investors and could improve the liquidity of our common stock; however, we cannot predict the magnitude or duration of any resulting impact on market price or trading volume.
Products and Services
Our business is organized into four segments: Brokerage, Banking, Insurance, and Other. Additional information regarding our segments can be found in the narrative and tabular descriptions of segments and operating results under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 2 of this quarterly report and Note 24 "Segment Reporting" in the notes to our condensed consolidated financial statements included in Item 1 of this quarterly report.
Our Brokerage segment primarily focuses on retail brokerage and broader investment banking services. Our Banking segment encompasses lending, deposit services, payment card services, money transfers, and correspondent accounts, supporting both individual and corporate customers with innovative digital financial solutions. Our Insurance segment offers life and general insurance services. Our Other segment includes payment processing services, e-commerce, online ticket sales, and new business areas including telecommunications and media services. We also engage in proprietary securities trading activities through each of our four segments.
The expansion of our retail customers’ activity has been a major driver of our growth, particularly in Kazakhstan, Europe and other Central Asian jurisdictions. Over recent years, we have experienced a significant increase in retail customers' activity across these key markets, which has been instrumental in scaling our business. Below is the table with the number of our customers across our key segments as of the date indicated:
Number of customers as of June 30, 2025 | Number of customers as of March 31, 2025 | ||||||||||
| Brokerage | 725,000 | 683,000 | |||||||||
| Banking | 2,927,000 | 2,515,000 | |||||||||
Insurance | 1,396,000 | 1,170,000 | |||||||||
Other | 211,000 | 605,000 | |||||||||
Brokerage Segment
As of June 30, 2025, in our Brokerage business segment we had 44 offices that provided brokerage and financial services, investment consulting and education, including offices in Kazakhstan, Europe, Armenia, United States, Uzbekistan, and Kyrgyzstan. In addition, following receipt of a principal approval by the Turkey's financial regulatory and supervisory authority granted on January 9, 2025, we are in the process of obtaining a license to provide brokerage services in Turkey. We provide a comprehensive range of securities brokerage services to individuals, businesses and financial institutions. Depending on the region, our brokerage services may include securities trading and margin lending. Our investment banking business, which includes underwriting and market making activities, is carried out by professionals in Kazakhstan, Uzbekistan and the United States who provide strategic advisory services and capital markets products.
Freedom KZ and Freedom Global are professional participants on the KASE and the AIX. Foreign Enterprise LLC Freedom Finance ("Freedom UZ") is a professional participant on the Republican Stock Exchange of Tashkent ("UZSE") and the Uzbek Republican Currency Exchange ("UZCE") and International Trading System Limited ("ITS"). Freedom Finance Armenia LLC ("Freedom AR") is a professional participant on the Armenia Stock Exchange ("AMX"). Freedom Broker LLC is a professional participant on the Kyrgyz Stock Exchange ("KSE").
Freedom EU oversees our European region operations (including Austria, Belgium, Bulgaria, Cyprus, France, Germany, Greece, Italy, the Netherlands, Poland, Lithuania, Spain, and the United Kingdom).Through Freedom EU, we provide transaction processing and intermediary services to our regional customers and to institutional customers that may seek access to the securities markets in the United States and Europe. All trading of United States and European exchange traded and over-the-counter ("OTC") securities by all Freedom group securities brokerage firms, excluding FCM, are also routed to and executed through Freedom EU.
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FCM is a registered agency-only execution broker-dealer on the floor of the New York Stock Exchange ("NYSE"). FCM is a member of Nasdaq, NYSE and FINRA, as well as SIPC (Securities Investor Protection Corporation) insured. FCM provides a full range of broker-dealer services, including research, sales and trading services for institutional accounts, investment banking services and independent investment research through research reports, recommendations and investment ideas to assist customers in making informed decisions.
As of June 30, 2025, we had 1,859 employees in our Brokerage segment, including 1,681 full-time employees and 178 part-time employees.
Banking Segment
Our Banking segment consists of the operations of Freedom Bank KZ and Freedom Bank TJ.
Freedom Bank KZ is a pioneer in digital retail and commercial banking services in Kazakhstan, offering deposits, multi‑currency payment cards, consumer and SME loans, payment and acquiring solutions. The bank extends our capital market heritage into everyday finance, providing the funding, payments and credit backbone of the wider Freedom ecosystem. Our Freedom Bank TJ obtained its banking license on October 15, 2024.
As of June 30, 2025, Freedom Bank KZ's assets decreased by 5%, trading portfolio decreased by 17%, loan portfolio increased by 10%, deposit portfolio increased by 2%, in each case in comparison with March 31, 2025. The increase in the loan and deposit portfolios reflects continued customer demand and growth in our banking services, while the decline in trading portfolio aligns with our strategic focus on core banking operations. During the three months ended June 30, 2025, the banking segment continued to exhibit growth. In particular, net gain on trading securities increased in comparison to the three months ended June 30, 2024, reflecting favorable market conditions and improved trading strategies.
We have 30 office locations in Kazakhstan and Tajikistan that provide banking services to our customers. As of June 30, 2025, we had 3,384 employees in our Banking segment, all of which were full-time employees.
Insurance Segment
We have two insurance companies in Kazakhstan, a life insurance company, Freedom Life, and a direct insurance carrier, excluding life, health and medical, Freedom Insurance.
Freedom Life provides a range of health and life insurance products to individuals and businesses, including life insurance, health insurance, annuity insurance, accident insurance, obligatory worker emergency insurance, travel insurance and reinsurance. As of June 30, 2025, Freedom Life had 984,442 active contracts, as compared to 1,038,516 active contracts as of March 31, 2025. As of June 30, 2025, Freedom Life had total assets of approximately $566.9 million and total liabilities of approximately $472.3 million, as compared to total assets of approximately $554 million and total liabilities of approximately $465.9 million as of March 31, 2025.
Freedom Insurance operates in the "general insurance" industry and is the leader in online insurance in Kazakhstan offering various general insurance products in property (including automobile), casualty, civil liability, personal insurance and reinsurance. As of June 30, 2025, Freedom Insurance had 1,201,443 active contracts, as compared to 824,838 active contracts as of March 31, 2025. As of June 30, 2025, Freedom Insurance had total assets of approximately $183.4 million and total liabilities of approximately $127.0 million, as compared to total assets of approximately $157.4 million and total liabilities of approximately $105.5 million as of March 31, 2025.
As of June 30, 2025, we had 57 offices and 1,058 employees, including 1,038 full-time employees and 20 part-time employees, providing consumer life and general insurance services in Kazakhstan.
Other Segment
As of June 30, 2025, in our Other segment we had 100 offices and 3,753 employees, including 3,612 full-time employees and 141 part-time employees, providing a range of services including payment processing, entertainment ticketing sales, online air and railway ticket purchase aggregation and an online retail trade and e-commerce services. In the recent years, we have also established subsidiaries in Kazakhstan with a view to developing a telecommunications business and a media business, respectively, each of which is in the developmental stage. In our Other segment we also conduct proprietary securities trading activities, which are mainly conducted by FRHC. The Other segment accounted for $36.9 million, or 7%, of our total revenue, net for the three months ended June 30, 2025. This revenue was mainly derived from
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provision of payment processing services, retail online ticket sales and online aggregation of purchasing air and railway tickets.
Digital Fintech Ecosystem
We operate as a single ecosystem that delivers multicurrency banking, payments, credit, brokerage, insurance, merchant acquiring and selected lifestyle services through one login and interface. Each service is built to interoperate with the others - balances transfer instantly, loyalty rewards accrue across products and customer data is captured only once, so the combined offering is more useful to customers and more efficient for us.
Our operating entities share customer transaction flows, interactions and profile updates to big data that is also enriched by our integration with government services. Predictive AI models built on this consolidated record set help us personalize our products and services reaching the combined effect of smarter targeting, faster fulfillment and fewer manual touch‑points which lowers acquisition cost and raises both customer lifetime value and retention.
The Freedom SuperApp is the Group’s front end for all retail and SME (small and medium-sized enterprises) services. A single sign‑on process and biometric authentication grant access to multi‑currency accounts, credit, investment, card management and lifestyle commerce. All modules are built on a micro‑services architecture with open APIs (Application Programming Interface) to over thirty government and commercial data sources.
Freedom SuperApp supports accounts and payments in KZT, multiple foreign currencies and Freedom Currency, an exchange‑traded note linked to the performance of FRHC common stock. Our app provides our customers with a generous loyalty program, access to a lifestyle marketplace including ticketing (cinema, concerts), travel bookings (Freedom Travel), grocery delivery (Arbuz) and on‑demand home services (Naimi), and integrates customer wealth information into a real‑time net‑worth view generating secured‑loan offers where collateral is available. All our core lending lines operate on the same end‑to‑end digital rail inside the SuperApp enabling our eligible customers to obtain digital mortgage loans, consumer digital auto loans, and SME digital loans in a streamlined, automated way.
Freedom Bank issues a vertically integrated suite of Visa and Mastercard products, all of which are opened, funded, and managed within the SuperApp, with some cards also customizable based on customer preferences. By using our cards, customers gain access to a range of services, including multi-currency debit balances (SuperCard), revolving and installment credit options (Freepay Card), investment opportunities through brokerage accounts (Invest Card), and enhanced service levels with exclusive benefits (Premium Deposit Cards). Freedom Business extends SuperApp to legal entities, offering mobile access to current accounts, foreign exchange, QR invoicing, advanced acquiring, sales and credit features, as well as payroll and tax payment services.
Our digital fintech platform leverages cutting-edge technology, big-data analytics, and robust security and compliance, powered by our proprietary scoring models, real-time fraud and sanctions screening, and machine-learning algorithms that analyze balance trends and purchase histories to personalize product recommendations and boost customer loyalty.
Tradernet is our flagship online trading platform designed for a wide range of investors, offering a comprehensive and user-friendly trading experience. The platform allows customers to trade a diverse array of financial instruments, including stocks, options, and ETFs from major global exchanges such as the KASE, AIX, NYSE, Nasdaq, ATHEX, the London Stock Exchange, the Chicago Mercantile Exchange, the Hong Kong Stock Exchange and Deutsche Börse, EUREX, ICE, SGX, HKFE, CFE, CBOE Europe and ITS. Accessible via both web and mobile platforms, Tradernet allows customers to monitor and manage their investments in real-time through intuitive and customizable interface. At the heart of Tradernet is a robust data platform that provides real-time market data and analytics which supports various trading activities by offering comprehensive data on securities. The back-end infrastructure of Tradernet is designed to handle high volumes of transactions securely and efficiently, promoting the platform's reliability even during peak trading times. The system includes advanced compliance and risk management features to enable trading activities to strictly adhere to the relevant regulations and provide timely advice to manage risks effectively. In addition, Tradernet places a strong emphasis on education and support, providing tutorials, webinars and market analysis reports enabling customers to make informed trading decisions and assist with any issues they may encounter.
In alignment with our digital fintech ecosystem strategy, we are expanding our business by entering the telecommunications market in Kazakhstan and regional media industry in Central Asia. We are seeking to establish a new independent telecommunications operator in Kazakhstan to provide a diverse range of telecommunications and telecommunications-related services to customers which may include, among others, high-quality internet connectivity, fixed wireless access (FWA), WiFi access, over-the-top (OTT) streaming, internet protocol television (IPTV), traffic transit
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for operators and cloud solutions, subject to obtaining applicable licenses, acquisitions of telecom assets or entering into partnerships where required. Our new telecommunications business is operated by Freedom Telecom, a wholly-owned subsidiary of Freedom Holding Corp. incorporated under the laws of the AIFC. Pursuing development of our telecom business, on April 30, 2025 we completed the acquisition of a 100% interest in Astel Group Ltd. for a purchase price of approximately $22.3 million. Astel Group Ltd. is a provider of digital solutions and telecommunications services ranked among the largest telecom operators in Kazakhstan. Astel Group Ltd. provides advanced IT solutions including information security and cloud services. See Note 22 "Acquisitions of Subsidiaries" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q. Our strategy and budget for Freedom Telecom are currently being reassessed and are subject to revisions, which may be material. Our telecom services will be offered as a separate product and in a bundle with our other digital products and services and will expand the ecosystem’s reach to areas where traditional banking channels are less efficient.
During fiscal 2024, we established Freedom Media LLP ("Freedom Media") as a subsidiary of Freedom Telecom that is intended to become a national media platform in Kazakhstan offering tailored streaming services to the Kazakhstan and broader Central Asia markets. This platform is built and developed to provide unlimited access to a diverse collection of TV shows, movies, documentaries, and exclusive content across multiple genres.
Credit Ratings
On June 26, 2025, S&P Global Ratings revised its outlook to positive from stable and affirmed its 'B+/B' long- and short-term issuer credit ratings on Freedom KZ, Freedom EU, Freedom Global, and Freedom Bank KZ. S&P affirmed 'B-' long-term rating on Freedom Holding Corp. and maintained the stable outlook. The ratings of Freedom KZ and Freedom Bank KZ on the national scale were increased from "kzBBВ" to "kzBBВ+". The positive outlook on Group's financial operating companies reflects substantial achievements in establishing consolidated risk management and compliance and strengthening these functions in its financial subsidiaries.
Earlier, on November 7, 2024, S&P Global Ratings raised its long-term issuer credit and financial strength ratings on Freedom Insurance to 'BB-' from 'B+'. The outlook is stable. S&P also raised the Kazakhstan national scale rating on Freedom Insurance to 'kzA-' from 'kzBBB+'. The upgrade reflected the view that Freedom Insurance operating performance improved sustainably in 2023 and year to date through 2024.
On July 2, 2024, S&P Global Ratings revised its ratings outlook on Freedom Life to stable from negative. At the same time, S&P Global Ratings affirmed their 'BB' long-term issuer credit and financial strength ratings on Freedom Life. S&P Global Ratings also raised the Kazakhstan national scale rating on Freedom Life to 'kzAA-' from 'kzA+'. S&P Global Ratings considered Freedom Life to be a strategically important subsidiary of the Group based on its increasing importance to the Group's operations and track record of collaboration with other Group members. S&P Global Ratings also continued to view Freedom Life as an insulated entity due to strong regulatory oversight and its operational independence from the parent.
Key Factors Affecting Our Results of Operations
Our operations have been, and may continue to be, affected by certain key factors as well as certain historical events. The key factors affecting our business and the results of operations include, in particular: market and economic conditions, expansion of our digital ecosystem, acquisitions and expansion into new business areas and markets, our transactions with related parties, our arrangements with market maker customers, and governmental policies. For additional information on these factors and other risks that may affect our financial condition and results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II Item 7 of the 2025 Form 10-K and "Risk Factors" in Part I, Item 1A, of the 2025 Form 10-K.
FINANCIAL HIGHLIGHTS
The highlights of our consolidated results for the three months ended June 30, 2025 are as follows:
We had total revenues, net of $533.4 million for the three months ended June 30, 2025, as compared to $455.0 million for the three months ended June 30, 2024. The increase between the two quarters was primarily attributable to the following:
•Our insurance premiums earned, net of reinsurance for the three months ended June 30, 2025 were $153.3 million, an increase of $23.8 million or 18%, compared to the three months ended June 30, 2024. The increase was driven
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by the expansion of our insurance operations such as in the pension annuity and accident insurance between the two quarters.
•We had a net gain on trading securities of $45.6 million for the three months ended June 30, 2025, as compared to a net loss on trading securities of $52.1 million for the three months ended June 30, 2024. The majority of the net gain for the three months ended June 30, 2025 was attributable to the increase in the market price of Kazakhstan sovereign bonds held in our proprietary portfolio during the quarter.
•Our fee and commission income for the three months ended June 30, 2025 was $107.6 million, a decrease of $7.8 million, or 7%, compared to the three months ended June 30, 2024. The decrease was mainly attributable to a decrease in fee and commission income from bank services and payment processing.
•We had a net gain on derivatives for the three months ended June 30, 2025 in the amount of $15.5 million, an increase of $3.0 million, or 24%, compared to the three months ended June 30, 2024. The gain for the three months ended June 30, 2025 was due to revaluation of currency swaps.
We had total expense of $492.9 million, for the three months ended June 30, 2025, as compared to $413.4 million for the three months ended June 30, 2024. The increase was mainly attributable to increases in fee and commission expense, insurance claims incurred (net of reinsurance), payroll and bonuses, general and administrative expense, advertising and sponsorship expense and stock based compensation expense.
We had net income of $30.4 million for the three months ended June 30, 2025, as compared to $34.3 million for the three months ended June 30, 2024. Our Brokerage, Banking, Insurance, and Other segments contributed net income of $74.3 million, net income of $17.4 million, net loss of $1.8 million and net loss of $59.5 million, respectively, to our total net income for the three months ended June 30, 2025.
Our total assets decreased to $9.7 billion as of June 30, 2025 from $9.9 billion as of March 31, 2025.
We had approximately 725,000 total retail brokerage customers as of June 30, 2025 as compared to approximately 683,000 as of March 31, 2025. We had approximately 2,927,000 banking customers at our Freedom Bank KZ subsidiary as of June 30, 2025 as compared to approximately 2,515,000 as of March 31, 2025. We had approximately 1,396,000 insurance customers at our Freedom Life and Freedom Insurance subsidiaries as of June 30, 2025 as compared to approximately 1,170,000 as of March 31, 2025.
The operating results for any period are not necessarily indicative of the results that may be expected for any future period.
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RESULTS OF OPERATIONS
Comparison of the Three-month Periods Ended June 30, 2025 and 2024
The following comparison of our financial results for the three-month periods ended June 30, 2025 and 2024 is not necessarily indicative of future results.
Revenue
The following table sets out information on our total revenue, net for the periods presented.
Three months ended June 30, 2025 | Three months ended June 30, 2024 | Change | |||||||||||||||||||||||||||||||||
(amounts in thousands) | Amount | %* | Amount | %* | Amount | % | |||||||||||||||||||||||||||||
| Fee and commission income | $ | 107,642 | 20.2 | % | $ | 115,489 | 25.4 | % | $ | (7,847) | (7) | % | |||||||||||||||||||||||
Net gain/(loss) on trading securities | 45,602 | 8.5 | % | (52,102) | (11.5) | % | 97,704 | (188) | % | ||||||||||||||||||||||||||
| Interest income | 198,571 | 37.2 | % | 226,004 | 49.7 | % | (27,433) | (12) | % | ||||||||||||||||||||||||||
Insurance premiums earned, net of reinsurance | 153,257 | 28.7 | % | 129,408 | 28.4 | % | 23,849 | 18 | % | ||||||||||||||||||||||||||
Net (loss)/gain on foreign exchange operations | (12,893) | (2.4) | % | 8,089 | 1.8 | % | (20,982) | (259) | % | ||||||||||||||||||||||||||
Net gain on derivatives | 15,459 | 2.9 | % | 12,494 | 2.7 | % | 2,965 | 24 | % | ||||||||||||||||||||||||||
| Sales of goods and services | 17,224 | 3 | % | 5,220 | 1 | % | 12,004 | 230 | % | ||||||||||||||||||||||||||
Other income | 8,561 | 2 | % | 10,397 | 2 | % | (1,836) | (18) | % | ||||||||||||||||||||||||||
| Total revenue, net | $ | 533,423 | 100 | % | $ | 454,999 | 100 | % | $ | 78,424 | 17 | % | |||||||||||||||||||||||
* Percentage of total revenue, net.
Fee and commission income
The following table sets forth information regarding our fee and commission income for the periods presented.
Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Amount Change | % Change | ||||||||||||||||||||
| Brokerage services | $ | 102,877 | $ | 93,167 | $ | 9,710 | 10 | % | |||||||||||||||
| Commission income from payment processing | 5,933 | 8,563 | (2,630) | (31) | % | ||||||||||||||||||
| Agency fee income | 4,538 | 4,708 | (170) | (4) | % | ||||||||||||||||||
| Underwriting and market-making services | 2,905 | 4,702 | (1,797) | (38) | % | ||||||||||||||||||
| Bank services | (9,379) | 2,516 | (11,895) | (473) | % | ||||||||||||||||||
| Other fee and commission income | 768 | 1,833 | (1,065) | (58) | % | ||||||||||||||||||
| Total fee and commission income | $ | 107,642 | $ | 115,489 | $ | (7,847) | (7) | % | |||||||||||||||
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The following table sets out the components of our fee and commission income as a percentage of total fee and commission income, net for the periods presented.
Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (as a % of total fee and commission income) | |||||||||||
| Brokerage services | 96 | % | 81 | % | |||||||
| Commission income from payment processing | 6 | % | 7 | % | |||||||
| Agency fee income | 4 | % | 4 | % | |||||||
| Underwriting and market-making services | 2 | % | 4 | % | |||||||
| Bank services | (9) | % | 2 | % | |||||||
| Other fee and commission income | 1 | % | 2 | % | |||||||
| Total fee and commission income | 100 | % | 100 | % | |||||||
Fee and commission income for the three months ended June 30, 2025 amounted to $107.6 million, reflecting a decrease of $7.8 million or 7% compared to $115.5 million for the three months ended June 30, 2024. This decrease was driven by multiple factors, including the factors discussed below.
Fee and commission income from brokerage services generated $102.9 million, representing a 10% increase from $93.2 million in the three months ended June 30, 2024. This growth was primarily due to an increase in the number of retail brokerage customers from 532,000 as of June 30, 2024 to 725,000 as of June 30, 2025. During the three months ended June 30, 2025 and June 30, 2024, we earned fee and commission income from a market maker customer at our subsidiary Freedom Global of $72.3 million and $64.9 million, representing 67% and 56%, respectively, of our total fee and commission income for that period.
Fee and commission income from payment processing decreased to $5.9 million in the three months ended June 30, 2025 from $8.6 million for the three months ended June 30, 2024. The $2.6 million decrease is attributable to a strategic decrease in our average acquiring rate and overall decline in transaction turnover during the period.
Fee and commission income from banking services decreased by $11.9 million during the three months ended June 30, 2025. The decrease was primarily driven by active use by our customers of a cashback-based loyalty program. As part of our strategic approach, we do not prioritize revenue generation from banking service commissions. Instead, the loyalty program is leveraged to effectively reduce transaction costs for customers by supporting our customer base expansion and increasing engagement across the ecosystem.
Net gain on trading securities
We had a net gain on trading securities of $45.6 million for the three months ended June 30, 2025, an increase of $97.7 million as compared to a net loss of $52.1 million for the three months ended June 30, 2024. The following table sets forth information regarding our net gains on trading activities during the three months ended June 30, 2025 and 2024:
(amounts in thousands) | AG真人官方ized Net Gain | Unrealized Net Gain/(Loss) | Net Gain/(Loss) | ||||||||||||||
Three months ended June 30, 2025 | $ | 7,866 | $ | 37,736 | $ | 45,602 | |||||||||||
Three months ended June 30, 2024 | $ | 12,841 | $ | (64,943) | $ | (52,102) | |||||||||||
During the three months ended June 30, 2025, we had a realized gain on trading securities of $7.9 million, which is attributable to Kazakhstan sovereign bonds sold during the three months ended June 30, 2025. Also, we recognized an unrealized net gain of $37.7 million during the same period due to an increase in the value of securities positions we held as of June 30, 2025. The majority of the unrealized net gain is attributable to Kazakhstan sovereign bonds.
During the three months ended June 30, 2024, we had a realized gain on trading securities of $12.8 million, which was attributable to Kazakhstan sovereign bonds sold during the three months ended June 30, 2024. However, we also incurred an unrealized net loss of $64.9 million during the same period due to the decline in the value of securities positions we held as of June 30, 2024. The majority of the unrealized net loss was attributable to Kazakhstan sovereign bonds, as a consequence of their market price decline.
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Interest income
The following tables set forth information regarding our revenue from interest income for the periods presented.
Three months ended June 30, | |||||||||||||||||||||||
| (amounts in thousands) | 2025 | 2024 | Amount Change | % Change | |||||||||||||||||||
| Interest income on loans to customers | $ | 61,694 | $ | 52,367 | $ | 9,327 | 18 | % | |||||||||||||||
| Interest income on margin loans to customers | 60,289 | 51,067 | 9,222 | 18 | % | ||||||||||||||||||
| Interest income on trading securities | 52,576 | 107,128 | (54,552) | (51) | % | ||||||||||||||||||
| Interest income on securities available-for-sale | 13,383 | 8,400 | 4,983 | 59 | % | ||||||||||||||||||
| Interest income on reverse repurchase agreements and amounts due from banks | 5,456 | 7,042 | (1,586) | (23) | % | ||||||||||||||||||
| Interest income on held-to-maturity securities | 5,173 | — | 5,173 | 100 | % | ||||||||||||||||||
| Total interest income | $ | 198,571 | $ | 226,004 | $ | (27,433) | (12) | % | |||||||||||||||
Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (as a % of total interest income) | |||||||||||
| Interest income on loans to customers | 31 | % | 23 | % | |||||||
| Interest income on margin loans to customers | 30 | % | 23 | % | |||||||
| Interest income on trading securities | 26 | % | 47 | % | |||||||
| Interest income on securities available-for-sale | 7 | % | 4 | % | |||||||
| Interest income on reverse repurchase agreements and amounts due from banks | 3 | % | 3 | % | |||||||
| Interest income on held-to-maturity securities | 3 | % | — | % | |||||||
| Total interest income | 100 | % | 100 | % | |||||||
For the three months ended June 30, 2025, we had interest income of $198.6 million, representing a decrease of $27.4 million, or 12%, compared to the three months ended June 30, 2024. The decrease was primarily driven by a $54.6 million, or 51% , decrease in interest income on trading securities. This decrease was primarily due to a lower volume of trading securities held during the period.
This decline was partially offset by increase in other streams of interest income. Specifically, interest income on loans to customers increased by $9.3 million, or 18%, due to the increase in loan portfolio. Similarly, interest income on margin loans to customers rose by $9.2 million, or 18%, reflecting increased customer activity in margin lending.
Additionally, the interest income on securities available-for-sale increased by $5.0 million, or 59%, compared to the three months ended June 30, 2024. Such increase was due to the increase of volume of available-for-sale securities which is attributable to the purchase of debt securities of the Ministry of Finance of the Republic of Kazakhstan.
The following table provides a summary of the monthly average balances and average interest rates for the major categories of our interest-earning assets for the three months ended June 30, 2025 and 2024.
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Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (amounts in thousands) | Average balance | ||||||||||
| Interest-earning assets | |||||||||||
| Trading securities | $ | 1,849,084 | (2) | $ | 3,304,839 | ||||||
| Loans issued | 1,698,372 | (1) | 1,390,244 | ||||||||
| Margin lending, brokerage and other receivables, net | 2,479,955 | 1,486,110 | |||||||||
| Available for sale securities, at fair value | 472,896 | (2) | 251,677 | ||||||||
Held-to-maturity securities | 157,020 | — | |||||||||
Average yields(3) | |||||||||||
| Trading securities | 11.9 | % | 13.6 | % | |||||||
| Loans issued | 15.3 | % | 15.9 | % | |||||||
| Margin lending, brokerage and other receivables, net | 10.1 | % | 9.0 | % | |||||||
| Available- for- sale securities, at fair value | 11.8 | % | 14.0 | % | |||||||
Held-to-maturity securities | 13.8 | % | — | % | |||||||
| Interest income | |||||||||||
| Interest income on loans to customers | $ | 61,694 | $ | 52,367 | |||||||
| Interest income on margin loans to customers | 60,289 | 32,197 | |||||||||
| Interest income on trading securities | 52,576 | 107,128 | |||||||||
Interest income on securities available- for- sale | 13,383 | 8,400 | |||||||||
Interest income on held-to-maturity securities | 5,173 | — | |||||||||
| Other interest income | 5,456 | 7,042 | |||||||||
| Total interest income | $ | 198,571 | $ | 207,134 | |||||||
(1) Average balance and average yields relate to margin lending activities.
(2) Average balance, average yields, and interest income relates to corporate debt, non-US sovereign debt and US sovereign debt activities.
(3) Average yields are computed by dividing interest income by the corresponding average monthly balances.
Interest income on margin loans to customers includes income accrued on off-balance sheet arrangements. The monthly average balance of these arrangements is not included in the table above. These off-balance sheet arrangements mainly included repurchase agreements of our brokerage customers. As of September 30, 2024, the monthly average balance of off-balance sheet arrangements was $688.8 million, with a weighted average interest rate of 8%. Following that date, we had no such off-balance sheet arrangements on which we charge an interest. As of June 30, 2025, the monthly average balance of margin loans to customers was $— million and the weighted average interest rates was 0%.
The following table sets forth the effects of changing rates and volumes on interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
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Three months ended June 30, | |||||||||||||||||
| 2025 vs 2024 | |||||||||||||||||
(Decrease)/Increase due to change in | |||||||||||||||||
| (amounts in thousands) | Rate | Volume | Net | ||||||||||||||
| Interest income | |||||||||||||||||
| Interest income on trading securities | $ | (12,286) | $ | (42,266) | $ | (54,552) | |||||||||||
| Interest income on loans to customers | (1,903) | 11,230 | 9,327 | ||||||||||||||
| Interest income on margin loans to customers | 4,470 | 23,622 | 28,092 | ||||||||||||||
| Interest income on available-for-sale securities | (1,096) | 6,079 | 4,983 | ||||||||||||||
Interest income on held-to-maturity securities | — | 5,173 | 5,173 | ||||||||||||||
| Other interest income | — | — | (1,586) | ||||||||||||||
| Total interest income | $ | (10,815) | $ | 3,838 | $ | (8,563) | |||||||||||
Insurance premiums earned, net of reinsurance
For the three months ended June 30, 2025, we had insurance premiums earned, net of reinsurance of $153.3 million, an increase of $23.8 million, or 18%, as compared to the three months ended June 30, 2024. The increase was primarily attributable to a $24.5 million, or 17%, due to the expansion of our insurance operations such as in the pension annuity and accident insurance between the two quarters. This increase in income from written insurance premiums was partially offset by a $3.8 million increase in change in unearned premium reserve, net for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The following table sets out information on our insurance premiums earned, net of reinsurance for the periods presented.
Three months ended June 30, | |||||||||||||||||||||||
| (amounts in thousands) | 2025 | 2024 | Amount Change | % Change | |||||||||||||||||||
| Written insurance premiums | $ | 171,983 | $ | 147,444 | $ | 24,539 | 17 | % | |||||||||||||||
| Reinsurance premiums ceded | (1,078) | (4,180) | 3,102 | (74) | % | ||||||||||||||||||
| Change in unearned premium reserve, net | (17,648) | (13,856) | (3,792) | 27 | % | ||||||||||||||||||
Insurance premiums earned, net of reinsurance | $ | 153,257 | $ | 129,408 | $ | 23,849 | 18 | % | |||||||||||||||
Net gain on foreign exchange operations
For the three months ended June 30, 2025, we realized a net loss on foreign exchange operations of $12.9 million compared to a net gain of $8.1 million for the three months ended June 30, 2024. The change was primarily due to the translation loss in the amount of $36.7 million which is mainly attributable to the 3% weakening of Kazakhstan tenge against US dollar. This loss was offset by a $23.8 million gain on dealing transactions. This change is mostly attributable to Freedom Bank KZ which had a net gain on sales and purchases of foreign currency of $23.7 million for the three months ended June 30, 2025, compared to a $12.7 million for the three months ended June 30, 2024.
Net gain on derivatives
For the three months ended June 30, 2025, we had net gain on derivatives of $15.5 million compared to a net gain of $12.5 million for the three months ended June 30, 2024. The increase in the amount of net gain was primarily attributable to our subsidiary, Freedom Bank KZ, which had a realized net gain of $17.2 million for the three months ended June 30, 2025, as compared to a realized net gain of $3.6 million for the three months ended June 30, 2024. Such change between the two periods was mainly due to gains on currency swaps for the three months ended June 30, 2025. The $17.2 million gain received by Freedom Bank KZ was partially offset by a $1.8 million unrealized loss on derivatives from Freedom Structured Products PLC's financial liabilities which occurred due to unfavorable market conditions during the three months ended June 30, 2025.
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Expense
The following table sets out information on our total expense for the periods presented.
Three months ended June 30, 2025 | Three months ended June 30, 2024 | Change | |||||||||||||||||||||||||||||||||
| (amounts in thousands) | Amount | %* | Amount | %* | Amount | % | |||||||||||||||||||||||||||||
| Fee and commission expense | $ | 84,871 | 17 | % | $ | 80,147 | 19 | % | $ | 4,724 | 6 | % | |||||||||||||||||||||||
| Interest expense | 113,410 | 23 | % | 145,718 | 35 | % | (32,308) | (22) | % | ||||||||||||||||||||||||||
| Insurance claims incurred, net of reinsurance | 80,285 | 16 | % | 47,309 | 11 | % | 32,976 | 70 | % | ||||||||||||||||||||||||||
| Payroll and bonuses | 93,101 | 19 | % | 57,524 | 14 | % | 35,577 | 62 | % | ||||||||||||||||||||||||||
| Professional services | 13,024 | 3 | % | 7,268 | 2 | % | 5,756 | 79 | % | ||||||||||||||||||||||||||
| Stock compensation expense | 23,054 | 5 | % | 10,615 | 3 | % | 12,439 | 117 | % | ||||||||||||||||||||||||||
| Advertising and sponsorship expense | 24,463 | 5 | % | 21,896 | 5 | % | 2,567 | 12 | % | ||||||||||||||||||||||||||
| General and administrative expense | 41,975 | 9 | % | 40,410 | 10 | % | 1,565 | 4 | % | ||||||||||||||||||||||||||
Allowance for/(recovery of) expected credit losses | 4,822 | 1 | % | (1,770) | — | % | 6,592 | (372) | % | ||||||||||||||||||||||||||
| Cost of sales | 13,903 | 3 | % | 4,284 | 1 | % | 9,619 | 225 | % | ||||||||||||||||||||||||||
| Total expense | $ | 492,908 | 100 | % | $ | 413,401 | 100 | % | $ | 79,507 | 19 | % | |||||||||||||||||||||||
* Percentage of total expense.
Fee and commission expense
The following table sets forth information regarding our fee and commission expense for the periods presented.
Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Amount Change | % Change | ||||||||||||||||||||
| Agency fee expense | $ | 65,872 | $ | 64,816 | $ | 1,056 | 2 | % | |||||||||||||||
| Bank services | 7,858 | 3,643 | 4,215 | 116 | % | ||||||||||||||||||
| Brokerage services | 7,644 | 3,304 | 4,340 | 131 | % | ||||||||||||||||||
| Central Depository services | 328 | 208 | 120 | 58 | % | ||||||||||||||||||
| Exchange services | 225 | 541 | (316) | (58) | % | ||||||||||||||||||
| Other commission expenses | 2,944 | 7,635 | (4,691) | (61) | % | ||||||||||||||||||
| Total fee and commission expense | $ | 84,871 | $ | 80,147 | $ | 4,724 | 6 | % | |||||||||||||||
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The following table sets out the components of our fee and commission expense as a percentage of total fee and commission expense, net for the periods presented.
Three months ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (as a % of total fee and commission expense) | ||||||||||||||
| Agency fee expense | 78 | % | 81 | % | ||||||||||
| Bank services | 9 | % | 4 | % | ||||||||||
| Brokerage services | 9 | % | 4 | % | ||||||||||
| Central Depository services | — | % | — | % | ||||||||||
| Exchange services | — | % | 1 | % | ||||||||||
| Other commission expenses | 4 | % | 10 | % | ||||||||||
| Total fee and commission expense | 100 | % | 100 | % | ||||||||||
Fee and commission expense increased by $4.7 million, or 6% in the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase was mainly attributable to a $4.3 million increase in brokerage service expenses in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, driven by higher customer activity. Additionally, bank services expense increased by $4.2 million during the period, reflecting the continued expansion of our customer base and the growing volume of card transactions within our ecosystem. Furthermore, there was an increase by $1.1 million in agency fee expense mainly due to an increase of insurance product sales by Freedom Life, which are outsourced to outside agents.
Interest expense
During the three months ended June 30, 2025, total interest expense amounted to $113.4 million, representing a decrease of $32.3 million, or 22%, compared to $145.7 million for the same period in 2024. The decline was primarily driven by changes in average balances and average interest rates across several funding sources.
There was a decrease in interest expense on securities repurchase agreement obligations, driven by a 31% decline in the average balance, from $2.6 billion during the three months ended June 30, 2024 to $1.8 billion during the three months ended June 30, 2025. This decrease primarily reflects the Company's strategic decision to reduce exposure to market risk by liquidating a portion of the trading portfolio, which historically has been primarily funded through repurchase agreements. As a result, the need for repurchase agreements financing declined, leading to both lower average balances and reduced interest expense.
Interest expense on customer liabilities increased to $39.3 million in the three months ended June 30, 2025, compared to $23.1 million in the three months ended June 30, 2024. This increase was driven by the growth of customer deposit base reflecting the continued expansion of the Company’s banking segment.
Interest expense on debt securities issued increased to $13.8 million in the three months ended June 30, 2025, compared to $7.0 million in the three months ended June 30, 2024. This increase was primarily driven by the placement of several new debt securities between the two periods. The impact of the higher balance was partially offset by a decrease in the average interest rate from 11% to 10%. The increase in debt issuance reflects the Company’s long-term funding and investment strategy.
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The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-bearing liabilities for the three months ended June 30, 2025 and 2024.
Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (amounts in thousands) | Average balance | ||||||||||
| Interest-bearing liabilities | |||||||||||
| Securities repurchase agreement obligations | $ | 1,815,927 | $ | 2,616,105 | |||||||
Customer liabilities (1) | 1,380,725 | 688,617 | |||||||||
| Debt securities issued | 586,854 | 264,961 | |||||||||
| Margin lending payable | 810,691 | 933,549 | |||||||||
| Average rates | |||||||||||
| Securities repurchase agreement obligations | 10.4 | % | 14.9 | % | |||||||
Customer liabilities (1) | 11.9 | % | 14.1 | % | |||||||
| Debt securities issued | 9.7 | % | 10.9 | % | |||||||
| Margin lending payable | 6.8 | % | 10.3 | % | |||||||
Interest expense | |||||||||||
| Interest expense on securities repurchase agreement obligations | $ | 45,461 | $ | 92,407 | |||||||
| Interest expense on customer accounts and deposits | 39,332 | 23,127 | |||||||||
| Interest expense on debt securities issued | 13,751 | 6,969 | |||||||||
| Interest expense on margin lending payable | 13,374 | 23,123 | |||||||||
| Other interest expense | 1,492 | 92 | |||||||||
| Total interest expense | $ | 113,410 | $ | 145,718 | |||||||
(1) Average balance, average rates, and interest expense relates to interest-bearing deposits.
The following table sets forth the effects of changing rates and volumes on interest. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on changes due to rate and the changes due to volume.
Three months ended June 30, | |||||||||||||||||
| 2025 vs 2024 | |||||||||||||||||
(Decrease)/increase due to change in | |||||||||||||||||
| (amounts in thousands) | Rate | Volume | Net | ||||||||||||||
| Interest expense | |||||||||||||||||
| Interest expense on securities repurchase agreement obligations | $ | (23,326) | $ | (23,620) | $ | (46,946) | |||||||||||
| Interest expense on customer accounts and deposits | (3,028) | 19,233 | 16,205 | ||||||||||||||
| Interest expense on debt securities issued | (695) | 7,477 | 6,782 | ||||||||||||||
| Interest expense on margin lending payable | (7,041) | (2,708) | (9,749) | ||||||||||||||
| Other interest expense | — | — | 1,400 | ||||||||||||||
| Total | $ | (34,090) | $ | 382 | $ | (32,308) | |||||||||||
Insurance claims incurred, net of reinsurance
For the three months ended June 30, 2025 we had a $33.0 million, or 70%, increase in insurance claims incurred, net of reinsurance, as compared to the three months ended June 30, 2024. The increase was primarily attributable to a $15.7 million, or 58%, rise in expenses for insurance reserves, mainly driven by growth in pension annuity and accident insurance products. This reflects the overall expansion of the insurance portfolio. In addition, other insurance expense increased by
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$10.4 million, or 83%, primarily due to higher redemptions under pension annuity contracts and terminations under accident insurance policies. Claims paid also grew by $9.5 million, or 118%. Part of these claims has been reimbursed from the reinsurers in the amount of $2.9 million.
Payroll and bonuses
For the three months ended June 30, 2025, we had payroll and bonuses expense of $93.1 million, representing an increase of $35.6 million or 62% compared to payroll and bonuses expense of $57.5 million for the three months ended June 30, 2024. The increase is primarily attributable to the expansion of our workforce through hiring, establishment of new subsidiaries and acquisitions. The increase was also due to increased salary and bonus amounts between the two periods.
Professional services
For the three months ended June 30, 2025, our professional services expense was $13.0 million, representing an increase by $5.8 million, or 79%, compared to $7.3 million for the three months ended June 30, 2024. The increase was primarily attributable to an increase in expenses for auditing services rendered by our external auditors.
Stock compensation expense
For the three months ended June 30, 2025, our stock compensation expense was $23.1 million, representing an increase of $12.4 million compared to stock compensation expense of $10.6 million for the three months ended June 30, 2024. The increase is attributable to new stock grants awarded in April and May 2025 and to the partial amortization of stock grants which were awarded during fiscal 2025 and 2024.
Advertising and sponsorship expense
Advertising and sponsorship expense for the three months ended June 30, 2025, was $24.5 million, representing an increase of $2.6 million, or 12%, compared to $21.9 million for the three months ended June 30, 2024. Sponsorship expense increased by $6.5 million and included several contributions made through Company subsidiaries. The most significant sponsorships during the period were directed to the State Fund "Astana-20" in the amount of $3.4 million and the Junior Football League of Kazakhstan in the amount of $2.5 million, reflecting the Company’s continued support of socially significant initiatives. This increase was partially offset by a $3.3 million decrease in advertising expenditures by Freedom EU, primarily due to the seasonal nature and timing of marketing campaigns. The overall growth in advertising and sponsorship expenses is consistent with the Company’s broader strategy to strengthen brand recognition, expand market presence, and support impactful community-oriented projects.
General and administrative expense
General and administrative expense for the three months ended June 30, 2025, was $42.0 million, representing an increase of $1.6 million or 4% compared to general and administrative expense of $40.4 million for the three months ended June 30, 2024. The main factors contributing to the increase were increases in business trip expenses, driven by higher travel activity in connection with expanded operational and strategic initiatives across several regions.
Provision for allowance for expected credit losses
We recognized provision for allowance for credit losses in the amount of $4.8 million for the three months ended June 30, 2025, as compared to recovery of provision for allowance for credit losses of $1.8 million for the three months ended June 30, 2024. The increase between the two periods is primarily attributable to increased provisions for right of claim for purchased loans, uncollateralized bank customer loans, mortgage loans, collateralized bank customer loans and other loans. The increase in the provision during the period was primarily attributable to a deterioration in macroeconomic conditions and other factors impacting the estimated probability of default in our loan portfolio, and the incorporation of revised forward-looking information.
Income tax expense
We had income before income tax of $40.5 million and $41.6 million for the three months ended June 30, 2025, and June 30, 2024, respectively. Income tax expense for the three months ended June 30, 2025, and June 30, 2024 was $10.1 million and $7.3 million, respectively. While there have been a decrease in our income before income tax between the two quarters, the increase in the income tax expense was primarily due to the change in our effective tax rate. Such rate during the three months ended June 30, 2025, increased to 25.0%, from 17.6% during the three months ended June 30, 2024, as a result of changes in the composition of the revenues we realized from our operating activities, the tax treatment of those revenues in
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the various jurisdictions where our subsidiaries operate, and the incremental U.S. GILTI tax. In addition, during the three months ended June 30, 2025, we had accrued additional top-up tax resulted from Global Anti-Base Erosion Model Rules (Pillar Two), which have been enacted in certain jurisdictions where our subsidiaries operate.
Net income
As a result of the foregoing factors, for the three months ended June 30, 2025, we had net income of $30.4 million compared to $34.3 million for the three months ended June 30, 2024, a decrease of 11%.
Foreign currency translation adjustments, net of tax
Due to a 3.3% depreciation of the Kazakhstan tenge against the U.S. dollar during the three months ended June 30, 2025, we realized a foreign currency translation loss of $41.8 million for the three months ended June 30, 2025 since most of our companies use the Kazakhstan tenge as their functional currency, as compared to a foreign currency translation loss of $65.8 million for the three months ended June 30, 2024.
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BUSINESS SEGMENT OPERATIONS
We report our results of operations through the following four business segments: Brokerage, Banking, Insurance, and Other. These operating segments are based on how our CODM makes decisions about allocating resources and assessing performance.
Comparison of the Three-month Periods Ended June 30, 2025 and 2024
Total revenue, net associated with our segments is summarized in the following table:
| Three months ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Amount Change | % Change | |||||||||||||||||||||||
Brokerage | $ | 176,260 | $ | 174,916 | $ | 1,344 | 1 | % | ||||||||||||||||||
Banking | 146,242 | 91,202 | 55,040 | 60 | % | |||||||||||||||||||||
Insurance | 174,019 | 147,263 | 26,756 | 18 | % | |||||||||||||||||||||
Other | 36,902 | 41,618 | (4,716) | (11) | % | |||||||||||||||||||||
| Total revenue, net | $ | 533,423 | $ | 454,999 | $ | 78,424 | 17 | % | ||||||||||||||||||
Total revenue, net for the three months ended June 30, 2025 increased across Brokerage, Banking and Insurance segments compared to the three months ended June 30, 2024. In our segment reporting, we account for all operations within each business segment, including all related subsidiaries and their activities. Below is a discussion of revenue of our segments for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Brokerage Segment
•In the three months ended June 30, 2025, the Brokerage segment experienced an increase in total revenue, net, primarily driven by a $7.9 million increase in fee and commission income, reflecting a general increase in brokerage activity between the two periods. Net gain on trading securities also increased by $6.2 million due to an increase in the value of securities positions. In addition, interest income contributed to the growth, rising by $2.2 million, largely due to increased usage of margin loans for trades by our customers. However, this growth was partially offset by a $12.4 million decrease in net (loss)/gain on foreign exchange operations and a $1.7 million decrease in other income.
Banking Segment
•In the three months ended June 30, 2025, total revenue, net in the Banking segment increased as compared to the three months ended June 30, 2024, mostly driven by a $79.7 million increase in net gain on trading securities due to the price increase on the majority of the governmental securities, a $5.8 million increase in net gain on foreign exchange operations due to an appreciation of the U.S. dollar against the Kazakhstan tenge between the two periods, a $6.0 million increase in other income due to compensation received as early repayment of right-of-claim for purchased historical loans, and a $5.3 million increase in net gain on derivatives due to increased operations with such instruments. These increases were partially offset by a $30.1 million decrease in interest income due to partial disposal of the securities portfolio, and an $11.6 million decrease in fee and commission income due to lower commission rates and increased SuperApp cashback payments in the three months ended June 30, 2025.
Insurance Segment
•In the three months ended June 30, 2025, total revenue, net in the Insurance segment increased mainly due to a significant $23.8 million rise in insurance premiums earned, net of reinsurance, in the class of written insurance premiums due to the expansion of our insurance operations, particularly in the pension annuity and accident insurance. The increase was further supported by a $4.0 million increase in net gain on trading securities and a $0.8 million increase in interest income due to increase of trading portfolio. The increase was partially offset by a $1.3 million decline in net gain on foreign exchange operations due to the depreciation of the Kazakhstani tenge against the U.S. dollar between the two periods, a $0.5 million decrease in other income and a $0.1 million decrease in this segment's fee and commission income in the three months ended June 30, 2025.
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Other Segment
•In the three months ended June 30, 2025, total revenue, net in the Other segment decreased mostly due to a decrease of $13.2 million in net gain on foreign exchange operations from FRHC. The decline was attributable to a reduced appreciation of the U.S. dollar against the Kazakhstani tenge in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The $5.7 million decrease in Other income in the Other segment was primarily affected by the disposal of our former subsidiary ITS Tech Limited and $4.2 million recognition in the three months ended June 30, 2024. Fee and commission income declined by $4.0 million, which is primarily attributable to a decrease in Paybox's transaction volume following the cessation of operations of its counterparty that previously contributed significantly to such volume. These decreases were partially offset by an increase in sales of goods and services of $12.0 million, driven by our continued expansion into the telecommunications sector and higher order volumes and customer activity at Arbuz, as well as an increase in net gain on trading securities of $7.9 million between the two quarters.
Total expenses associated with our segments are summarized in the following table:
| Three months ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Amount Change | % Change | |||||||||||||||||||||||
Brokerage | $ | 85,919 | $ | 95,081 | $ | (9,162) | (10) | % | ||||||||||||||||||
Banking | 126,209 | 122,910 | 3,299 | 3 | % | |||||||||||||||||||||
Insurance | 171,745 | 129,985 | 41,760 | 32 | % | |||||||||||||||||||||
Other | 109,035 | 65,425 | 43,610 | 67 | % | |||||||||||||||||||||
| Total expense, net | $ | 492,908 | $ | 413,401 | $ | 79,507 | 19 | % | ||||||||||||||||||
For the three months ended June 30, 2025, total expenses, net increased across Banking, Insurance and Other segments compared to the three months ended June 30, 2024. Below is a discussion of changes in expenses for each of our segments for the three months ended June 30, 2025 versus the three months ended June 30, 2024:
Brokerage Segment
•In the three months ended June 30, 2025, the total expenses, net, in our Brokerage segment decreased by $9.2 million. The decrease was primarily driven by an $18.5 million decrease in interest expense, mainly related to lower interest paid on securities repurchase agreements. Advertising and sponsorship expenses in this segment also decreased by $3.7 million, as marketing activities were scaled back during the period. Additionally, allowance for expected credit losses decreased by $2.0 million. These decrease were partially offset by an increase in fee and commission expenses of $5.1 million, due to higher customer activity, and an $8.9 million rise in payroll and bonus expenses, reflecting our continued investment in attracting and retaining top talent.
Banking Segment
•In the three months ended June 30, 2025, total expenses, net in our Banking segment increased primarily due to $13.1 million increase in payroll and bonuses expense due to increase in headcount, increase for $6.7 million in provision for credit losses which is primarily attributable to increased provisions for right of claim for purchased loans, mortgage loans, collateralized bank customer loans and car loans which were partially offset by the recovery of uncollateralized bank customer loans. The increase in total expenses, net was also supported by a $3.1 million increase in fee and commission expense, in particular for the banking services, a $1.1 million increase in stock compensation expense primarily due to the vesting of stock grants awarded in prior periods. The increase was partially offset by the decrease for $20.7 million in interest expense on customer accounts, deposits and customer liabilities portfolio growth, a $0.1 million decrease in advertising and sponsorship expense and a $0.1 million decrease in general and administrative expense, in particular for the communication services and contributions to the Kazakhstan Deposit Guarantee Fund.
Insurance Segment
•In the three months ended June 30, 2025, total expenses, net in our insurance segment increased mainly due to a $33.0 million increase in insurance claims incurred, net of reinsurance due to claims paid in the class of compulsory motor third-party liability (MTPL), redemption under pension annuity contracts, and termination of contracts under accident insurance. The segment also experienced a $9.6 million increase in stock compensation expense due to new stock grants, the majority of which vested on the date of issuance, a $1.3 million increase in
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payroll and bonuses expense due to the increase in headcount, a $1.1 million increase in fee and commission expense due to commission paid to insurance agents. These increases were partially offset by the effects of a $3.1 million decrease in general and administrative expense due to decreased expenses for charity, a $1.3 million decrease in interest expense due to repurchase agreement obligations as a result of changes in securities portfolio, and a $0.1 million decrease in this segment's advertising and sponsorship expense.
Other Segment
•In the three months ended June 30, 2025, the increase in our Other segment's total expenses, net was driven by an increase in payroll and bonuses, cost of sales, interest expense, advertising and sponsorship expense, professional services and general and administrative expense. There was a $12.2 million increase in payroll and bonuses and $4.2 million in general and administrative expense in our Other segment which was mostly attributable to the overall growth of our operations as well as the addition of new subsidiaries. Cost of sales increased by $9.6 million due to a higher sales volume, which reflects our expansion into the telecommunications sector as well as increased customer activity and order volume at Arbuz. Interest expense increased by $8.1 million, mainly attributable to an increase in interest expense from the debt securities issued by Freedom SPC. Additionally, our advertising and sponsorship expense increased by $6.5 million due to expanded marketing expenditures to third party contractors at Freedom Advertising and Aviata and several sponsorship contributions made through our subsidiaries. The most significant sponsorships during the period were directed to the State Fund "Astana-20" in the amount of $3.4 million and the Junior Football League of Kazakhstan in the amount of $2.5 million, reflecting the Company’s continued support of socially significant initiatives.
LIQUIDITY AND CAPITAL RESOURCES
During the periods covered in this quarterly report, our operations were primarily funded through a combination of existing cash on hand, cash generated from operations, returns generated from our proprietary trading and proceeds from the sale of bonds and other borrowings.
We regularly monitor and manage our leverage and liquidity risk through various committees and processes we have established to maintain compliance with net capital and capital adequacy requirements imposed on securities brokerages, insurance companies and banks in jurisdictions where we do business. We assess our leverage and liquidity risk based on considerations and assumptions of market factors, as well as other factors, including the amount of available liquid capital (i.e., the amount of cash and cash equivalents not invested in our operating business). While we have in place the risk management monitoring and processes, a significant portion of our trading securities and cash and cash equivalents are subject to collateralization agreements. This significantly enhances our risk of loss in the event financial markets move against our positions which can negatively impact our liquidity, capitalization and business. Certain market conditions can impact the liquidity of our assets, potentially requiring us to hold positions longer than anticipated. Our liquidity, capitalization, projected return on investment and results of operations can be significantly impacted by market events over which we have no control, and which can result in disruptions to our investment strategy for our assets.
We maintain a majority of our tangible assets in cash and securities that are readily convertible to cash, including governmental and quasi-governmental debt and highly liquid corporate equities and debt. Our financial instruments and other asset positions are stated at fair value and should generally be readily marketable in most market conditions. The following table sets out certain information regarding our assets as of the dates presented:
| June 30, 2025 | March 31, 2025 | ||||||||||
(amounts in thousands) | |||||||||||
Cash and cash equivalents(1) | $ | 567,907 | $ | 837,302 | |||||||
Restricted cash(2) | $ | 1,100,959 | $ | 807,468 | |||||||
| Trading securities | $ | 2,001,392 | $ | 2,275,286 | |||||||
| Total assets | $ | 9,689,753 | $ | 9,914,017 | |||||||
Net liquid assets(3) | $ | 4,395,225 | $ | 5,013,290 | |||||||
(1)Of the $567.9 million in cash and cash equivalents we held at June 30, 2025, $64.9 million, or approximately 11%, was subject to reverse repurchase agreements. By comparison, at March 31, 2025, we had cash and cash equivalents of $837.3 million, of which $81.1 million, or approximately 10%, was subject to reverse repurchase agreements. The amount of cash and cash equivalents we hold is subject to minimum levels set by regulatory bodies to comply with required rules and regulations, including adequate capital and liquidity levels for each entity.
(2) Principally consists of cash of our brokerage customers which are segregated in a special custody
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accounts for the exclusive benefit of our brokerage customers.
(3) Consists of cash and cash equivalents, trading securities, and margin lending, brokerage and other
receivables, net of securities repurchase agreement obligations. It includes liquid assets possessed after deducting securities repurchase agreement obligations.
As of June 30, 2025, and March 31, 2025, we had total liabilities of $8.5 billion and $8.7 billion, respectively, including customer liabilities of $4.4 billion and $4.3 billion, respectively.
We finance our assets primarily from revenue-generating activities and short-term and long-term financing arrangements.
CASH FLOWS
The following table presents information from our statement of cash flows for the periods indicated. Our cash and cash equivalents include restricted cash, which principally consists of cash of our brokerage customers which are segregated in a special custody accounts for the exclusive benefit of our brokerage customers.
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
| (amounts in thousands) | |||||||||||
Net cash flows from operating activities | $ | 480,831 | $ | 854,066 | |||||||
| Net cash flows used in investing activities | (505,516) | (94,685) | |||||||||
| Net cash flows from financing activities | 123,381 | 245,534 | |||||||||
| Effect of changes in foreign exchange rates on cash and cash equivalents | (74,207) | (114,815) | |||||||||
| Effect of expected credit losses on cash and cash equivalents and restricted cash | (393) | 367 | |||||||||
| NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | $ | 24,096 | $ | 890,467 | |||||||
Net Cash Flows From Operating Activities
Net cash flow from operating activities during the three months ended June 30, 2025, was comprised of net change in operating assets and liabilities and net income adjusted for non-cash movements (changes in deferred taxes, unrealized gain on trading securities, net change in accrued interest, change in insurance reserves, and allowance for receivables). Net cash from operating activities resulted primarily from changes in operating assets and liabilities. Such changes included those set out in the following table.
Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
(amounts in thousands) | |||||||||||
Decrease/increases in trading securities (1) | $ | 227,270 | $ | (24,454) | |||||||
Increases in brokerage customer liabilities (2) | $ | 49,788 | $ | 260,972 | |||||||
Decreases in margin lending, brokerage and other receivables (3) | $ | 449,567 | $ | 399,425 | |||||||
(Decrease)/increases in margin lending and trade payables | $ | (352,399) | (4) | $ | 26,888 | ||||||
______________
(1)Resulted from decreased purchases of securities held in our proprietary account.
(2)Resulted from increased funds in brokerage accounts from new and existing customers.
(3)Resulted primarily from decreased volume of margin lending receivables.
(4)Resulted primarily from decreased volume of margin lending payables.
Net cash flows from operating activities in the three months ended June 30, 2025 were primarily net cash inflows attributable to decrease in margin lending, brokerage and other receivables over that period, decrease in trading securities and increase in brokerage customer liabilities. These inflows were partially offset by a decrease in margin lending and trade payables.
Net Cash Flows Used In Investing Activities
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During the three months ended June 30, 2025, net cash used in investing activities was $505.5 million compared to net cash used in investing activities of $94.7 million during the three months ended June 30, 2024. During the three months ended June 30, 2025, cash used in investing activities was used for the purchase of held-to-maturity securities in amount of $239.2 million, issuance of loans, net of repayment by customers, in the amount of $205.8 million, and purchase of available-for-sale securities, net of proceeds, in the amount of $27.2 million. During the three months ended June 30, 2025, cash used for the issuance of loans, net of repayment increased by $203.2 million compared to the three months ended June 30, 2024, due to the increase in the volume of loans issued during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. This change is attributed to the growth in the Freedom Bank KZ's loan portfolio over the three months ended June 30, 2025, driven by new banking products, partnership agreements, and effective advertising campaigns.
Net Cash Flows From Financing Activities
Net cash flows from financing activities for the three months ended June 30, 2025 were $123.4 million compared to $245.5 million net cash flows from financing activities during the three months ended June 30, 2024. Cash flows from financing activities during the three months ended June 30, 2025 consisted principally of bank customer deposits received in the amount of $196.2 million, net, repayment of securities repurchase agreement obligations in the amount of $308.0 million, proceeds from the issuance, net of repurchase, of debt securities in the amount of 199.2 million, and mortgage loans sold under the terms of "7-20-25" state mortgage program to JSC Kazakhstan Sustainability Fund (which is the program operator), net of repurchase, in the amount of $3.3 million. During the three months ended June 30, 2025, cash flows from financing activities decreased by $122.2 million compared to the three months ended June 30, 2024. This decrease was primarily attributable to a $253.1 million change in net repayment of securities repurchase agreement obligations.
CAPITAL EXPENDITURES
In alignment with our digital fintech ecosystem strategy, we are expanding our business into the telecommunications market in Kazakhstan through our Freedom Telecom subsidiary. Our expansion will require significant capital expenditures, the specific amount of which is currently uncertain. Total capital expenditures for the development of this business area are currently expected to be required for, among other things, construction of network infrastructure, including a backbone network, obtaining licenses or other rights to provide services where required and acquisitions of smaller companies in the sector. Our plans and budget for Freedom Telecom continue to be regularly reassessed and are subject to revisions, which may be material. We currently plan to finance our capital expenditures for this business area with a combination of own funds and borrowings, including vendor financing, including the proceeds of a $200 million U.S. dollar domestic bond placement on the AIX that we completed on December 19, 2023. In addition, on September 16, 2024, Freedom SPC authorized and, during the three months ended December 31, 2024, placed a series of $200 million bonds, the proceeds of which were also allocated to finance capital expenditures in this business area. For further information, see "Indebtedness - Long-term" below.
In 2024, as part of its telecommunications business development, the Group has entered into a number of contractual arrangements for the purchase of equipment and related software over the following five-year period. As of June 30, 2025, such capital expenditure commitments amounted to $96.7 million. See Note 23 "Commitments and Contingent Liabilities" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q.
As a further step in implementing our strategy to build a digital fintech ecosystem, on January 25, 2024, Freedom Telecom established a subsidiary, Freedom Media, in Kazakhstan for the purposes of providing media content to customers in Kazakhstan. Total capital expenditures incurred in relation to Freedom Media as of June 30, 2025 amounted to $12.2 million. We plan to finance our capital expenditures related to Freedom Media primarily using our own funds.
On May 10, 2023, our subsidiary Freedom EU signed a contract for the construction of Elysium Tower, a building in Limassol, Cyprus. The building is planned to be a new office building for Freedom EU. Capital expenditures amounted to approximately $7.5 million in fiscal year 2024, $2.4 million in fiscal year 2025. The remaining balance of approximately $4.5 million is expected to be incurred during the 2026 fiscal year. We are financing this construction project primarily using our own funds.
DIVIDENDS
Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently
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intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We did not declare or pay a cash dividend on our common stock during the three months ended June 30, 2025. Any payment of cash dividends on stock will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual and legal restrictions and other factors deemed relevant by our Board of Directors. We currently intend to retain any future earnings to fund the operation, development and expansion of our business, and therefore we do not anticipate paying any cash dividends on common stock in the foreseeable future.
INDEBTEDNESS
Set forth below is a discussion of our short-term and long-term debt.
Short-term
Our short-term financing is primarily obtained through securities repurchase arrangements conducted through stock exchanges. We use repurchase arrangements, among other things, to finance our liquidity positions. As of June 30, 2025, $1.1 billion, or 54%, of the trading securities held in our proprietary trading account were subject to securities repurchase obligations compared to $1.4 billion, or 63% as of March 31, 2025. The securities we pledge as collateral under repurchase agreements are liquid trading securities with market quotes and significant trading volume. For additional information regarding our securities repurchase agreement obligations see Note 9 "Securities Repurchase Agreement Obligations" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q.
Long-term
On October 21, 2021, our subsidiary Freedom SPC issued U.S. dollar-denominated bonds due 2026, in an aggregate principal amount of $66 million, which are listed on the AIX. The annual interest rate for such bonds is 5.5%. The bonds are guaranteed by FRHC.
On December 19, 2023, Freedom SPC issued U.S. dollar-denominated bonds due 2028, in an aggregate principal amount of $200 million, for the purpose of raising funds to finance the development of the Freedom Telecom business. The bonds were issued within the Freedom SPC's $1 billion bond program that is valid until December 31, 2033. For the first and second years, the annual interest rate for such bonds is 12%, and for subsequent years the interest rate will be fixed and set as the sum of the effective federal funds rate as of December 10, 2025 and a margin of 6.5%. On September 16, 2024, Freedom SPC authorized $200 million bonds due September 16, 2026 under the same program, with a 10.5% annual interest rate payable quarterly, all of which were placed (i.e., sold) during the three months ended December 31, 2024. In May 2025, Freedom SPC authorized and placed $199.8 million bonds due 2027 denominated in U.S. dollars, euros, and Chinese yuans under the Freedom SPC's $1 billion program, as amended. The U.S. dollar, euro and Chinese yuan bonds have annual interest rate of 10%, 8%, 9% respectively, payable on a quarterly basis. The Freedom SPC bonds described above are guaranteed by FRHC and listed on the AIX.
As of June 30, 2025, there was an aggregate of $670.1 million in principal amount of Freedom SPC bonds, outstanding. The aggregate accrued interest as of June 30, 2025 for the Freedom SPC bonds due 2026, the Freedom SPC bonds due 2027 and the Freedom SPC bonds due 2028 was $4.0 million.
On June 21, 2019, SilkNetCom, a Company's subsidiary since September 17, 2024, entered into a KZT denominated loan facility agreement with JSC "Development Bank of Kazakhstan" for up to $25.7 million. The loan is bearing a fixed annual interest rate of 10.0% effective until April 30, 2027, and 15.71% thereafter, with a maturity date of June 21, 2031. As of June 30, 2025, the outstanding aggregate amount under the loan was $11.9 million, including $11.9 million of principal amount and $15 thousand of accrued interest. The purpose of this loan was to finance the expansion of a broadband internet access in Kazakhstan rural areas.
During the fiscal year ended March 31, 2025, Freedom Bank KZ established three Kazakhstan law bond programs: (i) a program of up to 100 billion Kazakhstani tenge, of which 7-year bonds for 50 billion Kazakhstani tenge which have been listed on the KASE, with a floating interest rate to be determined following the first trades, (ii) a program of up to 200 billion Kazakhstani tenge, of which 2-year bonds for 36 billion Kazakhstani tenge have been listed on the KASE with a fixed interest rate determined following the first trades, and (iii) a program of up to $300 million, of which 2-year bonds for $50 million have been listed on the KASE with a fixed interest rate to be determined following the first
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trades. None of the bonds within the Freedom Bank KZ's bond programs have been placed to investors. Going forward, Freedom Bank KZ may decide to place any or all of these the bonds as needed to support its liquidity.
NET CAPITAL AND CAPITAL ADEQUACY
A number of our subsidiaries (and, in certain instances, the Company as their owner) are required to satisfy minimum net capital and capital adequacy requirements to conduct their brokerage, banking and insurance operations in the jurisdictions in which they operate. This is partially maintained by retaining cash and cash equivalent investments in those subsidiaries or jurisdictions. As a result, such subsidiaries may be restricted in their ability to transfer cash between different jurisdictions and to FRHC. Additionally, transfers of cash between international jurisdictions may have adverse tax consequences that could discourage such transfers.
At June 30, 2025, these minimum net capital and capital adequacy requirements for each company ranged from approximately $251 to $200,000 remaining subject to fluctuation depending on various factors. At June 30, 2025, the aggregate net capital and capital adequacy requirements of our subsidiaries was approximately $451,443. The Company and each of our subsidiaries that is subject to net capital or capital adequacy requirements exceeded the minimum required amount at June 30, 2025.
Although we operate with levels of net capital and capital adequacy substantially greater than the minimum established thresholds, in the event we fail to maintain minimum net capital or capital adequacy, we may be subject to fines and penalties, suspension of operations, revocation of licensure and disqualification of our management from working in the industry. Our subsidiaries are also subject to various other rules and regulations, including liquidity and capital adequacy ratios. Our operations that require the intensive use of capital are limited to the extent necessary to meet our regulatory requirements.
Over the past several years, we have pursued an aggressive growth strategy both through acquisitions and organic growth efforts. While our active growth strategy has led to revenue growth it also results in increased expenses and greater need for capital resources. Additional growth and expansion may require greater capital resources than we currently possess, which could require us to pursue additional equity or debt financing from outside sources. We cannot assure that such financing will be available to us on acceptable terms, or at all, at the time it is needed.
We believe that our current cash and cash equivalents, cash expected to be generated from operating activities, and forecasted returns from our proprietary trading, combined with our ability to raise additional capital will be sufficient to meet our present and anticipated financing needs.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Following are the accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results.
Allowance for credit losses
The Company has recently adopted a new accounting standard, ASC 326 - Current Expected Credit Losses (CECL), effective April 1, 2023. This standard has introduced significant changes to how we estimate and recognize credit losses for our financial assets. Management estimates and recognizes the CECL as an allowance for lifetime expected credit losses for loans issued. This is different compared to the previous practice of recognizing allowances based on probable incurred losses.
Under CECL, the allowance for credit losses (ACL) primarily consists of two components:
Collective CECL Component: This component is used for estimating expected credit losses for pools of loans that share common risk characteristics.
Individual CECL Component: This component is applied to loans that do not share common risk characteristics and require individual assessment.
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The ACL is a valuation account that is subtracted from the amortized cost of total loans and available-for-sale securities to reflect the net amount expected to be collected. Our methodology for establishing the allowance for loan losses is based on a comprehensive assessment that considers relevant and available information from internal and external sources. This assessment takes into account past events, including historical trends in loan delinquencies and charge-offs, current economic conditions, and reasonable and supportable forecasts. Our processes and accounting policies for the CECL methodology are further described in Note 2 "Summary of Significant Accounting Policies" to the consolidated financial statements included in our 2025 Form 10-K.
Goodwill
We have accounted for our acquisitions using the acquisition method of accounting. The acquisition method requires us to make significant estimates and assumptions, especially at the acquisition date as we allocate the purchase price to the estimated fair values of acquired tangible and intangible assets and the liabilities assumed. We also use our best estimates to determine the useful lives of the tangible and definite-lived intangible assets, which impact the periods over which depreciation and amortization of those assets are recognized. These best estimates and assumptions are inherently uncertain as they pertain to forward looking views of our businesses, customer behavior, and market conditions. In our acquisitions, we have also recognized goodwill at the amount by which the purchase price paid exceeds the fair value of the net assets acquired.
Our ongoing accounting for goodwill and the tangible and intangible assets acquired requires us to make significant estimates and assumptions as we exercise judgement to evaluate these assets for impairment. Our processes and accounting policies for evaluating impairments are further described in Note 2 "Summary of Significant Accounting Policies" to the condensed consolidated financial statements included in this quarterly report on Form 10-Q. As of June 30, 2025, we had goodwill of $48.5 million.
Income taxes
We are subject to income taxes in both the United States and numerous foreign jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations for which the ultimate tax determination is uncertain. As a result, actual future tax consequences relating to uncertain tax positions may be materially different than our determinations or estimates.
We recognize deferred tax liabilities and assets based on the difference between the Condensed Consolidated Balance Sheet and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.
Income taxes are determined in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We account for income taxes using the asset and liability approach. Under this method, deferred income taxes are recognized for tax consequences in future years based on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the differences that are expected to affect taxable income.
We periodically evaluate and establish the likelihood of tax assessments based on current and prior years' examinations, and unrecognized tax benefits related to potential losses that may arise from tax audits in accordance with the relevant accounting guidance. Once established, unrecognized tax benefits are adjusted when there is more information available or when an event occurs requiring a change.
Legal contingencies
We review outstanding legal matters at each reporting date, in order to assess the need for provisions and disclosures in our financial statements. Among the factors considered in making decisions on provisions are the nature of the matter, the legal process and potential legal exposure in the relevant jurisdiction, the progress of the matter (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of our legal advisers, experiences on similar cases and any decision of our management as to how we will respond to the matter.
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RECENT ACCOUNTING PRONOUNCEMENTS
For details of applicable new accounting standards, see "Recent accounting pronouncements" in Note 2 "Summary of Significant Accounting Policies" in the notes to our condensed consolidated financial statements included in this quarterly report on Form 10-Q.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
The following information, together with information included in "Overview" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I Item 2, describes our primary market risk exposures. Market risk is the risk of economic loss arising from the adverse impact of market changes to the market value of our trading and investment positions. We are exposed to a variety of market risks, including, but not limited to, interest rate risk, foreign currency exchange risk and equity price risk.
Interest Rate Risk
Our exposure to changes in interest rates relates primarily to our investment portfolio and outstanding debt. While we are exposed to global interest rate fluctuations, we are most sensitive to fluctuations in interest rates in Kazakhstan. Changes in interest rates in Kazakhstan may have significant effect on the fair value of securities on our balance sheet.
Our investment policies and strategies are focused on preservation of capital and supporting our liquidity requirements. We typically invest in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. Our investment policies generally require securities to be investment grade and limit the amount of credit exposure to any one issuer with the exception of government and quasi-government entities. To provide a meaningful assessment of the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of the investment portfolio assuming a 200 basis point and 50 basis point parallel shift in the yield curve for non USD/EUR and USD/EUR denominated securities. Based on investment positions as of June 30, 2025 and March 31, 2025, a hypothetical increase in interest rates across all maturities would have resulted in $91.0 million and $87.7 million incremental decline in the fair market value of the trading portfolio and in $13.5 million and $13.8 million in incremental decline in the fair market value of the portfolio available-for-sale, respectively. A hypothetical 100 basis point decrease in interest rates across all maturities would have resulted in a $68.0 million and $50.7 million incremental increase in the fair market value of the trading portfolio and in $10.3 million and $10.3 million incremental increase in the fair market value of the portfolio available-for-sale, respectively. Such gains and losses would only be realized if we sold the investments prior to maturity.
Foreign Currency Exchange Risk
We have a presence in Kazakhstan, Uzbekistan, Kyrgyzstan, Cyprus, Germany, the United Kingdom, Greece, Spain, France, Poland, Lithuania, Austria, Bulgaria, Belgium, Italy, Netherlands, the United States, Turkey, Armenia, Azerbaijan, Tajikistan and the United Arab Emirates. The activities and accumulated earnings in our non-U.S. subsidiaries are exposed to fluctuations in foreign exchange rate between our functional currencies and our reporting currency, which is the U.S. dollar.
In accordance with our risk management policies, we manage foreign currency exchange risk on financial assets by holding or creating financial liabilities in the same currency, maturity and interest rate profile. This foreign exchange risk is calculated on a net foreign exchange basis for individual currencies. We may also enter into foreign currency forward, swap and option contracts with financial institutions to mitigate foreign currency exposures associated with certain existing assets and liabilities, firmly committed transactions and forecasted future cash flows.
As mentioned before, our main market is Kazakhstan. Because Kazakhstan's economy is highly dependent on oil exports, any significant decrease in oil prices lead to a devaluation of local currency, which can lose up to 17% quarterly (during COVID-19 outbreak) of its value relative to the U.S. dollar. In addition to its dependence on oil, the Kazakhstani economy is influenced by the economic conditions in Russia due to historically strong trade ties, which manifests in a correlation between the exchange rate of the local currency to the U.S. dollar and that of the Russian ruble to the U.S. dollar.
As of June 30, 2025 and March 31, 2025, based on our analyses, we estimate that a 10% adverse change in the value of the U.S. dollar relative to all other currencies would result in the following:
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•A total loss of $147.4 million as of June 30, 2025 and $90.0 million as of March 31, 2025.
•A loss of $137.0 million on trading securities as of June 30, 2025 and $131.3 million as of March 31, 2025.
•A gain of $10.4 million, excluding trading securities, as of June 30, 2025 and a gain of $41.3 million as of March 31, 2025.
Equity Price Risk
Our equity investments are susceptible to market price risk arising from uncertainties about future values of such investment securities. Equity price risk results from fluctuations in price and level of the equity securities or instruments we hold. We also have equity investments in entities where the investment is denominated in a foreign currency, or where the investment is denominated in U.S. dollars but the investee primarily makes investments in foreign currencies. The fair values of these investments are subject to change at the spot foreign exchange rate between these currencies and our functional currency fluctuates. We attempt to manage the risk of loss inherent in our equity securities portfolio through diversification and by placing limits on individual and total equity instruments we hold. Reports on our equity portfolio are submitted to our management on a regular basis.
As of June 30, 2025, and March 31, 2025, our exposure to equity investments at fair value was $128.3 million and $111.1 million, respectively. Based on an analysis of the June 30, 2025, and March 31, 2025 (not including assets held for sale) balance sheets, we estimate that a decrease of 10% in the equity price would have reduced the value of the equity securities or instruments we held by approximately $12.8 million and $11.1 million, respectively.
Credit Risk
Credit risk refers to the risk of loss arising when a borrower or counterparty does not meet its financial obligations to us. We are primarily exposed to credit risk from institutions and individuals through the brokerage and banking services we offer. We incur credit risk in a number of areas, including margin lending and loans issued.
Margin lending receivables risk
We extend margin loans to our customers. Margin lending is subject to various regulatory requirements of MiFID, the AFSA and the NBK. Margin loans are collateralized by cash and securities in the customers' accounts. The risks associated with margin lending increase during periods of fast market movements, or in cases where collateral is concentrated and market movements occur. During such times, customers who utilize margin loans and who have collateralized their obligations with securities may find that the securities have a rapidly depreciating value and may not be sufficient to cover their obligations in the event of a liquidation. We are also exposed to credit risk when our customers execute transactions, such as short sales of equities that can expose them to risk beyond their invested capital.
We expect this kind of exposure to increase with the growth of our overall business. Because we indemnify and hold harmless our clearing houses and counterparties from certain liabilities or claims, the use of margin loans and short sales may expose us to significant off-balance-sheet risk in the event that collateral requirements are not sufficient to fully cover losses that customers may incur and those customers fail to satisfy their obligations. As of June 30, 2025, we had $2,864,477 in margin lending receivables from our customers, $1,397,605 of which was attributable to three non-related party customers. The amount of risk to which we are exposed from the margin lending we extend to our customers and from short sale transactions by our customers is unlimited and not quantifiable as the risk is dependent upon analysis of a potential significant and undeterminable increase or fall in stock prices. As a matter of practice, we enforce real-time margin compliance monitoring and liquidate customers' positions if their equity falls below required margin requirements.
We have a comprehensive policy implemented in accordance with regulatory standards to assess and monitor the suitability of investors to engage in various trading activities. To mitigate our risk, we also monitor customer accounts to detect excessive concentration, large orders or positions, patterns of day trading and other activities that indicate increased risk to us.
Our credit exposure is substantially mitigated through our policy of closing positions for accounts identified as under-margined based on the automatic evaluation of each account throughout the trading day. In situations where no liquid market exists for the relevant securities or commodities, liquidation for certain accounts is performed following a corresponding analysis. We regularly monitor and evaluate our risk management policies, including the implementation of policies and procedures to enhance the detection and prevention of potential events aimed at minimizing margin loan losses.
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Risk related to banking loans recoverability
Our loan portfolio may be impacted by global, regional and local macroeconomic and market dynamics, including prolonged weakness in GDP, reductions in consumer spending, decreases in property values or market corrections, growing levels of consumer debt, rising or high unemployment rates, changes in foreign exchange or interest rates, widespread health crises or pandemics, severe weather conditions, and the effects of climate change. Economic or market stresses generally have negative effect on the business landscape and financial markets. Decreases in property values or market adjustments may increase the likelihood of borrowers or counterparties failing to meet their obligations to us, potentially leading to an increase in credit losses.
The main share of our customer loan portfolio is represented by digital mortgage loans issued within the framework of state support programs, funded from the funds of quasi state organizations. We participate in the government mortgage program in which the Kazakhstan government provides funding in the amount of approved mortgages and buys out the mortgages after disbursement with a recourse to the bank in case of default by a borrower. We mitigate our credit risk exposure in this case by our security interest in the financed real estate property. As such, significant rate of mortgage defaults in Kazakhstan could adversely affect our banking operations and the ultimate success of our digital mortgage product.
We reserve for potential credit losses in the future by recording a provision for credit losses through our earnings. This includes the allowance for credit losses based on management’s estimates of current expected credit losses over the life of the respective credit exposures. These estimates are based on a review of past events, current conditions, and reasonable forecasts of future economic situations that might influence the recoverability of our loans. Our approach to determining these allowances involves both quantitative methods and a qualitative framework. Within this framework, management uses its judgment to evaluate internal and external risk factors. However, such judgments are inherently subject to the risk of misjudging these factors or misestimating their effects. Charge-offs related to our credit exposures may occur in the future. Market and economic changes could lead to higher default and delinquency rates, adversely affecting our loan portfolio's quality and potentially resulting in higher charge-offs. While our estimates account for current conditions and anticipated changes during the portfolio's lifetime, actual outcomes could be worse than expected, significantly impacting our financial results, condition and cash flows.
For description of credit quality of the loans and other details please see Note 7 "Loans Issued" in the notes to the condensed consolidated financial statements included in this quarterly report on Form 10-Q.
Cybersecurity Risk
Cybersecurity risk refers to the risk of loss, or damage to our reputation, resulting from inadequacies or breaches in our control processes, including IT, information security and data protection incidents, that could lead to penetration, disruption, integrity violation or misuse of our information systems and data.
For a description of these risks, see "Risks Related to Information Technology and Cybersecurity" in "Risk Factors" in Part I Item 1A of the 2025 Form 10-K.
For cybersecurity risk management and governance practices see "Cybersecurity" in Part I Item 1C of the 2025 Form 10-K.
Operational Risk
Operational risk generally refers to the risk of loss, or damage to our reputation, resulting from inadequate or failed operations or external events, including, but not limited to, business disruptions, improper or unauthorized execution and processing of transactions, deficiencies in our technology or financial operating systems.
For a description of related risks, see the information under the headings "Risks Related to our Business and Operations" in "Risk Factors" in Part I Item 1A of the 2025 Form 10-K.
To mitigate and control operational risk, we have developed and continue to enhance policies and procedures that are designed to identify and manage operational risk at appropriate levels throughout the organization and within such departments. We also have business continuity plans in place that we believe will cover critical processes on a company-wide basis, and redundancies are built into our systems as we have deemed appropriate. These control mechanisms attempt to ensure that operational policies and procedures are being followed and that our various businesses are operating within established corporate policies and limits.
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Legal and Compliance Risk
We operate in a number of jurisdictions, each with its own legal and regulatory structure that is unique and different from the other. Legal and regulatory risk includes the risk of non-compliance with applicable legal and regulatory requirements and damage to our reputation as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities. Legal and compliance risk includes compliance with AML, counter terrorist financing, anti-corruption and sanctions rules and regulations. It also includes contractual and commercial risk, such as the risk that a counterparty's performance obligations will be unenforceable.
We are, have been, and in the future may be, subject to investigations, audits, inspections and subpoenas, as well as regulatory proceedings and fines and penalties brought by regulators. We are subject to regulation from numerous regulators, which include, but are not limited to, the AFSA, the ARDFM, CySEC, OFAC and the SEC. We have received various inquiries and formal requests for information on various matters from certain regulators, with which we have cooperated and will continue to do so. If we are found to have violated any applicable laws, rules or regulations, this could result in the imposition of legal or regulatory sanctions, material financial loss, including fines, penalties, judgments, damages and/or settlements, or loss to reputation that we may suffer as a result of compliance failures.
We have established and continue to enhance procedures designed to ensure compliance with applicable statutory and regulatory requirements, such as public company reporting obligations, regulatory net capital and capital adequacy requirements, sales and trading practices, potential conflicts of interest, anti-money laundering, privacy, sanctions and recordkeeping. The legal and regulatory focus on the financial services industry presents a continuing business challenge for us.
Our business also subjects us to the complex income tax laws of the jurisdictions in which we operate, and these tax laws may be subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. We must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes.
Geopolitical Risk
Geopolitical conflicts, such as the ongoing Russia-Ukraine war and escalating tensions in the Middle East and other regions, have contributed to increased volatility and uncertainty in global financial markets. Such conflicts have resulted in sanctions, trade restrictions, and countermeasures between countries, leading to disruptions in international trade flows, financial transactions, and economic activities. These developments may trigger shortages or price increases for critical commodities, energy resources, and transportation services, amplifying inflationary pressures and influencing central banks' interest-rate policies worldwide. Furthermore, heightened geopolitical tensions increase the risks associated with cybersecurity threats, supply chain disruptions, payment delays, and failures to settle financial transactions. The extent, severity, and duration of these conflicts, sanctions, and associated market disruptions remain uncertain, making it challenging to accurately predict their potential impact on our business, liquidity, financial condition, and results of operations.
Effects of Inflation
Because our assets are primarily short-term and liquid in nature, they are generally not significantly impacted by inflation. The rate of inflation does, however, affect our expenses, including employee compensation, communications and information processing and office leasing costs, which may not be readily recoverable from our customers. To the extent inflation results in rising interest rates and has adverse impacts upon securities markets, it may adversely affect our results of operations and financial condition.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report on Form 10-Q, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2025 our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the three months ended on June 30, 2025, there was no change in internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information required to be set forth under this heading is incorporated by reference from Note 23 "Commitments and Contingent Liabilities" to the interim condensed consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q.
ITEM 1A. RISK FACTORS
As of June 30, 2025, there have been no material changes from the risk factors previously disclosed in response to Item 1A to Part I of our 2025 Form 10-K.
ITEM 5. OTHER INFORMATION
During the period covered by this quarterly report, none of the Company's directors or executive officers has adopted terminated
ITEM 6. EXHIBITS
The following exhibits are filed or furnished, as applicable:
| Exhibit No. | Exhibit Description | |||||||
| 4.01 | Freedom Finance SPC Ltd. US$1,000,000,000 Bond Program Prospectus, as amended*† | |||||||
| 4.02 | Offer Terms of the US$200,000,000 Bonds (3rd tranche) Due May 26, 2027 issued by Freedom Finance SPC Ltd. under the US$1,000,000,000 Program* | |||||||
| 4.03 | Offer Terms of the EUR87,935,900 Bonds (4th tranche) Due May 26, 2027 issued by Freedom Finance SPC Ltd. under the US$1,000,000,000 Program* | |||||||
| 4.04 | Offer Terms of the CNY219,070,900 Bonds (5th tranche) Due May 26, 2027 issued by Freedom Finance SPC Ltd. under the US$1,000,000,000 Program* | |||||||
| 4.05 | Guarantee Agreement dated May 22, 2025, between Freedom Holding Corp. and Freedom Finance SPC Ltd. in the total amount of US$330,000,000 Bonds (3rd, 4th and 5th tranches) of Freedom Finance SPC Ltd.* | |||||||
| 10.01 | Employment Agreement dated August 21, 2023 between Freedom Telecom Holding Ltd. and Kairat Akhmetov*† | |||||||
| 10.02 | Freedom Holding Corp. Secretary Certificate dated January 27, 2025* | |||||||
| 10.03 | Restricted Stock Award Agreement dated July 9, 2025 between Freedom Holding Corp. and Askar Tashtitov* | |||||||
| 10.04 | Restricted Stock Award Agreement dated July 9, 2025 between Freedom Holding Corp. and Evgeniy Ler* | |||||||
| 10.05 | Restricted Stock Award Agreement dated July 9, 2025 between Freedom Holding Corp. and Jason Kerr* | |||||||
| 31.01 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |||||||
| 31.02 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |||||||
| 32.01 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |||||||
| 101 | The following Freedom Holding Corp. financial information for the periods ended June 30, 2025, formatted in inline XBRL (eXtensive Business Reporting Language): (i) the Cover Page; (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Operations and Statements of Other Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.* | |||||||
| 104 | Cover page formatted in inline XBRL (included in Exhibit 101). * | |||||||
*Filed herewith.
† Certain portions of these documents have been redacted in accordance with Item 601(a)(5) and Item 601(a)(6) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
| FREEDOM HOLDING CORP. | ||||||||
Date: August 8, 2025 | /s/ Timur Turlov | |||||||
| Timur Turlov Chief Executive Officer | ||||||||
Date: August 8, 2025 | /s/ Evgeniy Ler | |||||||
| Evgeniy Ler Chief Financial Officer | ||||||||
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FAQ
What were FRHC's total assets and equity at June 30, 2025?
Total assets were $9.689 billion and total shareholders' equity was $1.229 billion as of June 30, 2025.
How did FRHC perform on revenue and net income in Q2 2025 (FRHC)?
Revenue rose to $533.4 million versus $455.0 million a year earlier; net income was $30.4 million compared with $34.4 million in the prior-year quarter.
What drove the revenue increase for FRHC in the quarter?
Revenue growth was driven by a $45.6 million net trading gain (versus a prior-year trading loss) and higher insurance premiums earned.
What are notable risks disclosed in FRHC's quarter?
Key risks include material customer concentration in revenue and receivables, increased loan loss allowances of $81.2 million, and sizable foreign currency translation losses in OCI.
What were FRHC's basic earnings per share for the quarter?
Basic earnings per common share were $0.51 for the three months ended June 30, 2025.
Freedom Hldg Corp Nev
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Jul 10, 2025
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Financial Conglomerates
Security Brokers, Dealers & Flotation Companies
United States
NEW YORK, NY