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Freedom Holding Corp

For the period ended Sep 30, 2024. Filed Nov 8, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 8, 2024

FRHC$174.60-2.4%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

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 its own account, market making activities, investment research, investment counseling, investment banking services, retail and commercial banking, insurance products, payment services, and information processing 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, the United Kingdom, Armenia, the United Arab Emirates, Uzbekistan, Kyrgyzstan, Tajikistan, Azerbaijan, and Turkey, and the Group also has a presence 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 trades on the Nasdaq Capital Market, the Kazakhstan Stock Exchange ("KASE"), and the Astana International Exchange ("AIX").

As of September 30, 2024, the Company owned, directly or indirectly, the following companies:

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Name of subsidiaryJurisdiction of IncorporationNumber of subsidiariesBusiness Area
Brokerage Segment
Freedom Finance JSC ("Freedom KZ")Kazakhstan3Securities broker-dealer
Freedom Finance Global PLC ("Freedom Global")Kazakhstan—Securities broker-dealer
Freedom Finance Europe Limited ("Freedom EU")Cyprus2Securities broker-dealer
Freedom Finance Armenia LLC ("Freedom AR")Armenia—Securities broker-dealer
Prime Executions, Inc. ("PrimeEx")USA—Securities broker-dealer
Foreign Enterprise LLC Freedom FinanceUzbekistan—Securities broker-dealer
Freedom Broker LLCKyrgyzstan—Securities broker-dealer
Banking Segment
Freedom Bank Kazakhstan JSC ("Freedom Bank KZ")Kazakhstan2Commercial bank
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")Kazakhstan3Online ticket sales
Freedom Finance Special Purpose Company LTD ("Freedom SPC")Kazakhstan—Issuance of debt securities
Freedom Finance Commercial LLPKazakhstan—Sales consulting
Freedom Technologies LLP ("Paybox")Kazakhstan5Payment services
Aviata LLP ("Aviata")Kazakhstan—Online travel ticket aggregator
Internet-Tourism LLP ("Internet Tourism")Kazakhstan—Online travel ticket aggregator
Arbuz Group LLP ("Arbuz")Kazakhstan4Online retail trade and e-commerce
Comrun LLP ("ReKassa")Kazakhstan—Mobile and web application
Freedom Telecom Holding Limited ("Freedom Telecom")Kazakhstan4Telecommunications
Freedom Kazakhstan PC LtdKazakhstan8Holding company
Freedom Advertising LtdKazakhstan—Advertising
Freedom Shapagat Corporate FundKazakhstan—Non-profit
FRHC Fractional SPC LTDKazakhstan—Issuance of debt securities
Freedom Holding Operations LLPKazakhstan—Human resources
Freedom Horizons LLPKazakhstan—Business consulting and services
Freedom Finance Azerbaijan LLCAzerbaijan—Financial educational center
Freedom Finance FZE.UAE—Consulting
Freedom Management Ltd.UAE—Consulting
Freedom Finance Turkey LLCTurkey—Financial consulting
Freedom Finance Technologies LtdCyprus—IT development
Freedom Prime UK Limited ("Prime UK")UK—Management consulting
Freedom Structured Products PLCCyprus—Financial services
FFIN Securities, Inc.USA—Dormant
Freedom U.S. Market LLCUSA2Management company
LD Micro ("LD Micro")USA—Event platform
Freedom US Technologies LLCUSA—Technology services

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

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 clients with operational support and access to investment opportunities in the United States and 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.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements, and related notes thereto, included in the Company’s 2024 Annual Report on Form 10-K. Note 2 to the consolidated financial statements in Company’s 2024 Annual Report on Form 10-K contains a summary of all of the Company’s significant accounting policies, except for the following amendments:

Non-Consolidation of Freedom Securities Trading Inc.

Freedom Securities Trading Inc. (formerly known as FFIN Brokerage Services, Inc.) ("FST Belize") is a company that is outside of the Group which has been solely owned by Mr. Turlov since July 2014. The Company does not consolidate FST Belize under either of the primary consolidation methods - the variable interest entity (“VIE”) accounting method and the voting interest method ("VOE") because (i) FST Belize is not a VIE due to the fact it has sufficient equity at risk to finance its activities without additional financial support and the control over its significant activities is held by its sole shareholder, Mr. Turlov, and (ii) Mr. Turlov has a controlling interest in FST Belize such that under the VOE model FRHC is not required to consolidate FST Belize. Other than Mr. Turlov, there are no other shareholders of FST Belize or parties with participating rights or the ability to remove Mr. Turlov from his ownership position in or to make all decisions in respect of FST Belize. While prior to the end of the Company's fiscal year ended March 31, 2024 we had an omnibus brokerage relationship with FST Belize, such relationship had been terminated as of March 31, 2024.

Deconsolidation of Freedom Finance Ukraine LLC

As at September 30, 2024, the Company owned a 9% interest in Freedom Finance Ukraine LLC ("Freedom UA"), a Kyiv, Ukraine-based broker-dealer. The remaining 91% interest in Freedom UA is controlled by Askar Tashtitov, the Company's president. The Company entered into a series of contractual arrangements with Freedom UA and Mr. Tashtitov, including a consulting services agreement, an operating agreement and an option agreement. Through March 31, 2023, the Company had consolidated Freedom UA into the financial statements of the Company. On October 19, 2022, Freedom UA was added to the Ukrainian government's sanctioned entities list, resulting in suspension of its brokerage license. Given the ongoing uncertainty surrounding the situation in Ukraine and based on the Company's management's belief that the Company does not maintain effective control over Freedom UA, the Company has accounted for the deconsolidation of Freedom UA since April 1, 2023 (the date of loss of control).

Concentrations of Revenue

Revenues from one customer of the Group’s Brokerage segment represented the following amount of the Group’s consolidated revenues:

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Three Months EndedSeptember 30, 2024Three Months EndedSeptember 30, 2023Six Months EndedSeptember 30, 2024Six Months EndedSeptember 30, 2023
Single non-related party$79,011$69,882$163,284$104,956

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, which is 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 Company 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. In line with this, four major reporting units have been established: brokerage, banking. insurance 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.

Further details regarding the measurement of goodwill impairment and the results of impairment tests for each reporting unit are provided below.

The Company 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 September 30, 2024 and March 31, 2024, goodwill recorded in the Company's Condensed Consolidated Balance Sheets totaled $53,166 and $52,648 respectively. The Company 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 September 30, 2024 increased compared to March 31, 2024, as a result of the acquisition of 100% SilkNetCom LLP by Freedom Telecom Holding, which occurred after March 31, 2024. See Note 22 Acquisitions of subsidiaries to the condensed consolidated financial statements included in this quarterly report on Form 10-Q.

The changes in the carrying amount of goodwill for three months ended September 30, 2024 and 2023, were as follows:

BrokerageBankInsuranceOtherTotal
Goodwill, gross
Balance as of March 31, 2023$2,677$2,652$980$8,715$15,024
Write-off due to deconsolidation of Freedom UA———(832)(832)
Foreign currency translation difference(50)93——43
Acquired———37,32037,320
Balance as of September 30, 2023$2,627$2,745$980$45,203$51,555

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Balance as of March 31, 2024$2,688$2,746$1,040$46,174$52,648
Forex(75)(6)(75)(2,703)(2,859)
Acquired———3,3773,377
Balance as of September 30, 2024$2,613$2,740$965$46,848$53,166
Accumulated impairment
Balance as of March 31, 2023$—$—$—$832$832
Impairment expense—————
Write-off due to deconsolidation of Freedom UA———(832)(832)
Balance as of September 30, 2023$—$—$—$—$—
Balance as of March 31, 2024$—$—$—$—$—
Impairment expense—————
Balance as of September 30, 2024$—$—$—$—$—
Goodwill, net of impairment
Balance as of September 30, 2023$2,627$2,745$980$45,203$51,555
Balance as of March 31, 2024$2,688$2,746$1,040$46,174$52,648
Balance as of September 30, 2024$2,613$2,740$965$46,848$53,166

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, or interim periods after December 15, 2025. The Company will adopt ASU 2018-12 effective April 1, 2025 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. The Company expects the standard to have an immaterial financial impact on its consolidated financial statements and related disclosures.

In March 2023, the FASB issued ASU 2023-02, “Investments-Equity method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-02 will have on its consolidated financial statements and related disclosures.

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 for joint venture formations. The amendments in ASU 2023-25 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

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

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 is currently evaluating the impact ASU 2023-05 will have 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 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 is currently evaluating the impact ASU No 2023-07 will have on its consolidated financial statements and related disclosures.

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. The Company is currently evaluating the impact ASU No 2023-08 will have 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 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 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 period presented in which the amendments were first applied. Early adoption is permitted. The Company is currently evaluating the impact ASU No 2024-02 will have on its consolidated financial statements and related disclosures.

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 September 30, 2024, and March 31, 2024, cash and cash equivalents consisted of the following:

September 30, 2024March 31, 2024
Short term deposits in National Bank (Kazakhstan)$185,925$196,942
Short term deposits in commercial banks166,829127,051
Securities purchased under reverse repurchase agreements121,493134,961
Petty cash in bank vault and on hand43,37522,613
Overnight deposits28,2953,557
Short term deposits on brokerage accounts9,4592,917
Cash in transit8,5749,633
Short term deposits in stock exchanges5,07147,830
Short term deposits in the Central Depository (Kazakhstan)45142
Allowance for Cash and cash equivalents(293)(462)
Total cash and cash equivalents$569,179$545,084

As of September 30, 2024, and March 31, 2024, total cash and cash equivalents included short-term collateralized securities received under reverse repurchase agreements which the Group concludes mainly on KASE. KASE, in turn, guarantees payments to the counterparty. The terms of the short-term collateralized securities received under reverse repurchase agreements as of September 30, 2024, and March 31, 2024 are presented below:

September 30, 2024
Interest rates and remaining contractual maturity of the agreements
Average interest rateUp to 30 daysTotal
Securities purchased under reverse repurchase agreements
Corporate equity12.96%73,00173,001
Corporate debt11.28%26,47326,473
Non-US sovereign debt5.86%12,801$12,801
US sovereign debt8.88%9,2189,218
Total$121,493$121,493
March 31, 2024
Interest rates and remaining contractual maturity of the agreements
Average interest rateUp to 30 daysTotal
Securities purchased under reverse repurchase agreements
Corporate equity14.57%$96,647$96,647
US sovereign debt4.77%16,88516,885
Non-US sovereign debt4.45%12,46812,468
Corporate debt5.31%8,9618,961
Total$134,961$134,961

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 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 September 30, 2024 and March 31, 2024, was $122,375 and $133,380, respectively.

As of September 30, 2024 and March 31, 2024, securities purchased under reverse repurchase agreements included accrued interest in the amount of $88 and $106, with a weighted average maturity of 4 days and 3 days, respectively. All securities reverse repurchase agreements transactions were executed on KASE.

NOTE 4 –RESTRICTED CASH

As of September 30, 2024, and March 31, 2024, restricted cash consisted of the following:

September 30, 2024March 31, 2024
Brokerage customers’ cash$804,567$366,260
Guaranty deposits91,74497,052
Restricted bank accounts8,3808,079
Due from banks6,0716,374
Deferred distribution payment2323
Allowance for restricted cash(15,134)(15,151)
Total restricted cash$895,651$462,637

As of September 30, 2024, and March 31, 2024, part of the Group’s restricted cash was segregated in a special custody account for the exclusive benefit of the relevant brokerage customers.

NOTE 5 –TRADING AND AVAILABLE-FOR-SALE SECURITIES AT FAIR VALUE

As of September 30, 2024, and March 31, 2024, trading and available-for-sale securities consisted of the following:

September 30, 2024March 31, 2024
Non-U.S. sovereign debt$2,353,084$2,409,126
Corporate debt1,071,5021,108,870
Corporate equity128,434126,103
U.S. sovereign debt41,44243,173
Exchange traded notes6,6561,348
Total trading securities$3,601,118$3,688,620
September 30, 2024March 31, 2024
Corporate debt$184,556$173,568
Non-U.S. sovereign debt78,44627,016
U.S. sovereign debt21,57816,037
Total available-for-sale securities, at fair value$284,580$216,621

The following tables present maturity analysis for available-for-sale securities as of September 30, 2024, and March 31, 2024:

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

September 30, 2024
Remaining contractual maturity of the agreements
Up to 1 year1-5 years5-10 yearsMore than 10 yearsTotal
Corporate debt29,39598,46652,4244,271184,556
Non-US sovereign debt17,76417,67536,1006,90778,446
US sovereign debt—11,9468,3571,27521,578
Total available-for-sale securities, at fair value$47,159$128,087$96,881$12,453$284,580
March 31, 2024
Remaining contractual maturity of the agreements
Up to 1 year1-5 years5-10 yearsMore than 10 yearsTotal
Corporate debt65,41544,37459,5534,226173,568
Non-US sovereign debt7,8397,3105,7976,07027,016
US sovereign debt—5,0599,7531,22516,037
Total available-for-sale securities, at fair value$73,254$56,743$75,103$11,521$216,621

As of September 30, 2024, the Group held debt securities oftwo issuers each of which individually exceeded 10% of the Group’s total trading and available-for-sale securities – the Ministry of Finance of the Republic of Kazakhstan (Fitch: BBB credit rating) in the amount of$2,416,606 and the Kazakhstan Sustainability Fund JSC (Fitch: BBB credit rating) in the amount of $714,467. As of March 31, 2024, the Group held debt securities oftwo issuers each of which individually exceeded 10% of the Group’s total trading securities and available-for-sale securities - the Ministry of Finance of the Republic of Kazakhstan (Fitch: BBB credit rating) in the amount of $2,420,855 and the Kazakhstan Sustainability Fund JSC (Fitch: BBB credit rating) in the amount of $727,440. 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 September 30, 2024 and March 31, 2024, the Group had $361 and$413 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.

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.

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

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 September 30, 2024, and March 31, 2024:

Weighted Average Interest Rate · Total · Fair Value Measurements as of September 30, 2024 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 debt12.05%$2,353,084$2,090,214$262,870$—
Corporate debt13.96%1,071,502336,376734,754372
Corporate equity128,434106,5263,51318,395
U.S. sovereign debt3.62%41,44241,442——
Exchange traded notes6,6566,132524—
Total trading securities$3,601,118$2,580,690$1,001,661$18,767
Corporate debt14.23%$184,556$56,457$128,099$—
Non-US sovereign debt11.31%78,44656,69421,752—
US sovereign debt2.68%21,57821,578——
Total available-for-sale securities, at fair value$284,580$134,729$149,851$—

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Weighted Average Interest Rate · Total · Fair Value Measurements as of March 31, 2024 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 debt11.61%$2,409,126$1,592,380$816,746$—
Corporate debt14.83%1,108,870171,218937,360292
Corporate equity126,103102,1343,81920,150
U.S. sovereign debt4.98%43,17343,173——
Exchange traded notes1,3481,045303—
Total trading securities$3,688,620$1,909,950$1,758,228$20,442
Corporate debt15.53%$173,568$47,135$126,433$—
Non-U.S. sovereign debt10.48%27,01612,37814,638—
U.S. sovereign debt3.54%16,03716,037——
Total available-for-sale securities, at fair value$216,621$75,550$141,071$—

The tables below present the valuation techniques and significant Level 3 inputs used in the valuation as of September 30, 2024, and March 31, 2024. The tables are not intended to be all inclusive, but instead capture the significant unobservable inputs relevant to determination of fair value.

TypeValuation TechniqueFV as of September 30, 2024Significant Unobservable Inputs%
Corporate debtDCF372Discount rate74.0%
Estimated number of years · 3 months
Corporate equityDCF18,262Discount rate13.0%
Estimated number of years · 4 years, 3 months
Termination multiplier · 26.8x
Corporate equityDCF133Discount rate58.8%
Estimated number of years · 9 years
Total$18,767

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

TypeValuation TechniqueFV as of March 31, 2024Significant Unobservable Inputs%
Corporate debtDCF$292Discount rate74.0%
Estimated number of years · 3 months
Corporate equityDCF20,007Discount rate13.0%
Estimated number of years · 4 years, 6 months
Termination multiplier · 27x
Corporate equityDCF143Discount rate58.8%
Estimated number of years · 9 years
Total$20,442

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended September 30, 2024, and the year ended March 31, 2024:

Trading securities
Balance as of March 31, 2023$5,138
Reclassification to Level 2$(32)
Deconsolidation of Freedom UA securities(3,927)
Sale of investments that use Level 3 inputs(15,856)
Purchase of investments that use Level 3 inputs35,807
Revaluation of investments that use Level 3 inputs(132)
Reclassification to investment in associate(556)
Balance as of March 31, 2024$20,442
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(1,675)
Balance as of September 30, 2024$18,767

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 September 30, 2024, and March 31, 2024:

Assets measured at amortized costAccumulated impairment lossUnrealized loss accumulated in other comprehensive income/(loss)Assets measured at fair valueMaturity Date
Corporate debt$182,778$(47)$1,825$184,5562024-2039
Non-US sovereign debt78,083(314)67778,4462025-indefinite
U.S. sovereign debt21,813—(235)21,5782027-2044
Total available-for-sale securities, at fair value$282,674$(361)2,267$284,580

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Assets measured at amortized costAccumulated impairment lossUnrealized loss accumulated in other comprehensive income/(loss)Assets measured at fair valueMaturity Date
Corporate debt$172,689$(61)$940$173,5682024-2039
Non-U.S. sovereign debt29,121(352)(1,753)27,0162024-indefinite
U.S. sovereign debt16,767—(730)16,0372027-2044
Total available-for-sale securities, at fair value$218,577$(413)$(1,543)$216,621

NOTE 6 –MARGIN LENDING, BROKERAGE AND OTHER RECEIVABLES, NET

Margin lending, brokerage and other receivables as of September 30, 2024, and March 31, 2024, consisted of:

September 30, 2024March 31, 2024
Margin lending receivables$1,587,112$1,635,377
Bank commissions receivable11,89111,574
Bond coupon receivable and dividends accrued11,1995,429
Receivables from payment processing services4,6315,351
Receivables from brokerage clients2,7482,603
Other receivables20,45011,931
Allowance for receivables(14,069)(11,990)
Total margin lending, brokerage and other receivables, net$1,623,962$1,660,275

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 date to date as overall client balances change as a result of market levels, client 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.

The fair value of collateral held by the Group under margin loans as of September 30, 2024, and March 31, 2024 was $5,845,654 and $7,579,057, respectively. As of September 30, 2024, and March 31, 2024, collateral from single counterparty comprised $2,934,515 and $2,516,108,50% and 33% of the total collateral value, respectively. At the same time margin lending receivable from single counterparty comprised $680,078 and $399,196, respectively.

For both individual and institutional brokerage clients, the Group may enter into arrangements for securities financing transactions in respect of financial instruments held by the Group on behalf of the client or may use such financial instruments for the Group's own account or the account of another client. The Group maintains omnibus brokerage accounts for certain institutional brokerage clients, in which transactions of the underlying clients of such institutional clients 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 clients of the Group.

As of September 30, 2024, and March 31, 2024, using historical and statistical data, the Group had allowances for brokerage receivables in the amounts of$14,069 and$11,990, respectively.

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 September 30, 2024, consisted of the following:

Amount OutstandingDue DatesAverage Interest RateFair Value ofCollateralLoan Currency
Mortgage loans$766,949October 2024 - September 204910.5%$766,949KZT
Car loans201,429October 2024 - April 203224.1%198,418KZT
Uncollateralized bank customer loans231,863October 2024 - September 204427.6%—KZT
Right of claim for purchased retail loans138,092October 2024 - February 203015.0%138,092KZT
Collateralized bank customer loans71,106October 2024 - July 204316.9%66,603KZT
Subordinated loan6,163December 20253.0%—USD
Other1,744October 2024 - September 202918.1%/4.5%26KZT/EUR
Allowance for loans issued(48,690)
Total loans issued$1,368,656

The Group provides mortgage loans to borrowers on behalf of the JSC Kazakhstan Sustainability Fund (the "Program Operator") related to the state mortgage program "7-20-25" and transfers the rights to 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% for 20 years, and the interest payments received by the Group are recognized as interest income in the Company’s Consolidated Statements of Operations and Statements of Other Comprehensive Income. In accordance with the program and trust management agreement for the program, the Group services the transferred loans and remits all repayments of principal it receives plus 4% 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 3% of the 7% interest is retained by Group. Under the program and trust management agreement, the 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 Company has determined that the Group 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 Company 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 Condensed Consolidated Balance Sheets. This liability accrues 4% interest annually as described above. As of September 30, 2024 and March 31, 2024, the corresponding liability amounted to $506,091 and$521,885, respectively.

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 September 30, 2024 and March 31, 2024, mortgage loans include loans under the state mortgage program "7-20-25" with an aggregate principal amount of $519,763 and$532,389, respectively, were presented within loans issued in the Condensed Consolidated Balance Sheets.

The Group has an agreement with FFIN Credit, a company established and controlled by FRHC's controlling shareholder, chairman and chief executive officer, Timur Turlov, to purchase uncollateralized retail loans from FFIN Credit. 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. After completion of the pilot project, it is anticipated that FFIN Credit will be sold by Mr. Turlov to the Company. Freedom Bank KZ has legal ownership over the loans purchased from FFIN Credit. 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 as right of claim for purchased retail loans on the Consolidated Balance Sheets within loans issued. As of September 30, 2024 and March 31, 2024, right of claims for purchased retail loans amounted to $138,092 and $146,152, respectively.

The total accrued interest for loans issued amounted to $8,789 as of September 30, 2024 and$8,327 as of March 31, 2024.

Loans issued as of March 31, 2024, consisted of the following:

Amount OutstandingDue DatesAverage Interest RateFair Value ofCollateralLoan Currency
Mortgage loans$741,312April, 2024 - March, 204910.3%$740,462KZT
Car loans262,708April, 2024 - March, 203123.9%259,755KZT
Uncollateralized bank customer loans245,188April, 2024 - March, 204427.4%—KZT
Right of claim for purchased retail loans146,152April, 2024 - March, 202915.0%146,152KZT
Collateralized bank customer loans22,299June, 2024 - July, 204319.1%22,270KZT
Subordinated loan5,037December, 20253.0%—USD
Other2,638April, 2024 - January, 202918.6%/15.0%/2.5%18KZT/USD/EUR
Allowance for loans issued(43,619)
Total loans issued$1,381,715

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.

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 September 30, 2024. Current vintage disclosure is the requirement due to first adoption of ASC 326.

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
20252024202320222021PriorRevolving loansTotal
Mortgage loans$112,527$211,478$407,953$34,991$—$—$—$766,949
that are not credit impaired112,527209,358404,36834,418———760,671
with significant increase in credit risk—1,3942,121427———3,942
that are credit impaired—7261,464146———2,336
Car loans1,772150,66648,991————201,429
that are not credit impaired1,772145,83037,587————185,189
with significant increase in credit risk—1,5741,422————2,996
that are credit impaired—3,2629,982————13,244
Uncollateralized bank customer loans39,831164,35227,6737———231,863
that are not credit impaired39,417143,27821,715————204,410
with significant increase in credit risk2906,1681,115————7,573
that are credit impaired12414,9064,8437———19,880
Right of claim for purchased retail loans73,28859,4895,26451———138,092
that are not credit impaired73,28859,4895,26451138,092
with significant increase in credit risk————————
that are credit impaired————————
Collateralized bank customer loans55,81015,105191————71,106
that are not credit impaired55,81014,978191————70,979
with significant increase in credit risk—32—————32
that are credit impaired—95—————95
Subordinated loan——6,163————6,163
that are not credit impaired——6,163————6,163
with significant increase in credit risk————————
that are credit impaired————————
Other2251,30915060———1,744
that are not credit impaired2251,30115060———1,736
with significant increase in credit risk————————
that are credit impaired—8—————8
Total$283,453$602,399$496,385$35,109$—$—$—$1,417,346

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 Group's loan portfolio by credit quality classification as of March 31, 2024.

Term Loans by Origination Fiscal Year
20242023202220212020PriorRevolving loansTotal
Mortgage loans$241,848$458,401$41,063$—$—$—$—$741,312
that are not credit impaired240,974454,93340,784————736,691
with significant increase in credit risk6762,415111————3,202
that are credit impaired1981,053168————1,419
Car loans196,30566,403—————262,708
that are not credit impaired193,30255,427—————248,729
with significant increase in credit risk1,5902,232—————3,822
that are credit impaired1,4138,744—————10,157
Uncollateralized bank customer loans210,61234,5688————245,188
that are not credit impaired200,21130,337—————230,548
with significant increase in credit risk4,7151,072—————5,787
that are credit impaired5,6863,1598————8,853
Right of claim for purchased retail loans130,29115,694167————146,152
that are not credit impaired130,29115,694167————146,152
with significant increase in credit risk————————
that are credit impaired————————
Collateralized bank customer loans21,972327—————22,299
that are not credit impaired21,796327—————22,123
with significant increase in credit risk89——————89
that are credit impaired87——————87
Subordinated loan—5,037—————5,037
that are not credit impaired—5,037—————5,037
with significant increase in credit risk————————
that are credit impaired————————
Other2,40416569————2,638
that are not credit impaired2,39516569————2,629
with significant increase in credit risk————————
that are credit impaired9——————9
Total$803,432$580,595$41,307$—$—$—$—$1,425,334

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 September 30, 2024 and March 31, 2024, is as follows:

September 30, 2024
Loans 30-59 Days past dueLoans 60-89 days past dueLoans 90 days or more past due and still accruingCurrent loansTotal
Mortgage loans$2,602$1,340$2,336$760,671$766,949
Car loans2,08890813,244185,189201,429
Uncollateralized bank customer loans4,3973,17619,880204,410231,863
Right of claim for purchased retail loans———138,092138,092
Collateralized bank customer loans—329570,97971,106
Subordinated loan———6,1636,163
Other——81,7361,744
Total$9,087$5,456$35,563$1,367,240$1,417,346
March 31, 2024
Loans 30-59 Days past dueLoans 60-89 days past dueLoans 90 days or more past due and still accruingCurrent loansTotal
Mortgage loans$2,133$1,069$1,419$736,691$741,312
Car loans2,1671,65510,157248,729262,708
Uncollateralized bank customer loans3,5762,2118,853230,548245,188
Right of claim for purchased retail loans———146,152146,152
Collateralized bank customer loans—898722,12322,299
Subordinated loan———5,0375,037
Other——92,6292,638
Total$7,876$5,024$20,525$1,391,909$1,425,334

The activity in the allowance for credit losses for the three months ended September 30, 2024 and 2023 is summarized in the following tables.

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Allowance for credit losses
Mortgage loanUncollateralized bank customer loansCollateralized bank customer loansCar loansRight of claim for purchased retail loansOtherTotal
March 31, 2024$(3,033)$(19,636)$(80)$(14,262)$(6,577)$(31)$(43,619)
Charges(1,927)(14,416)(383)(2,699)(4,387)(27)(23,839)
Recoveries7754,653285,2784,610—15,344
Write off—424258—30334
Forex2521,63514844345—3,090
September 30, 2024$(3,933)$(27,722)$(417)$(10,581)$(6,009)$(28)$(48,690)
Allowance for credit losses
Mortgage loanUncollateralized bank customer loansCollateralized bank customer loansCar loansRight of claim for purchased retail loansOtherTotal
March 31, 2023$(554)$(233)$—$(758)$(1,247)$—$(2,792)
Adjustment to allowance for adoption of ASU 2016-13(2,216)(7,436)(35)(6,462)(9,046)—(25,195)
Charges(665)(13,482)(71)(8,851)(11,073)(3,283)(37,425)
Recoveries1,5996,384362,5587,746—18,323
Forex917394637657—2,128
September 30, 2023$(1,745)$(14,028)$(66)$(12,876)$(12,963)$(3,283)$(44,961)

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 and the United States of America.

The tax rates used for deferred tax assets and liabilities as of September 30, 2024, and March 31, 2024, were 21% for the United States,20% for Kazakhstan and Azerbaijan,10% for Kyrgyzstan,15% for Germany,12.5% for Cyprus,25% for United Kingdom,18% for Armenia and 15% for Uzbekistan.

During the six months ended September 30, 2024, and 2023, the effective tax rate was equal to 12.5% and 16.4%, respectively.

NOTE 9 –SECURITIES REPURCHASE AGREEMENT OBLIGATIONS

As of September 30, 2024, and March 31, 2024, trading securities included collateralized securities subject to repurchase agreements as described in the following table:

September 30, 2024
Interest rates and remaining contractual maturity of the agreements
Average interest rateUp to 30 days30-90 daysTotal
Securities sold under repurchase agreements
Non-US sovereign debt13.41%$1,711,209$83,726$1,794,935
Corporate debt13.38%730,27856,496786,774
US sovereign debt3.00%2,400—2,400
Corporate equity1.00%22—22
Total securities sold under repurchase agreements$2,443,909$140,222$2,584,131
March 31, 2024
Interest rate and remaining contractual maturity of the agreements
Average interest rateUp to 30 days30-90 daysTotal
Securities sold under repurchase agreements
Non-US sovereign debt13.78%$1,545,080$259,948$1,805,028
Corporate debt13.84%923,75214,644938,396
US sovereign debt3.06%13,172—13,172
Total securities sold under repurchase agreements$2,482,004$274,592$2,756,596

The fair value of collateral pledged under repurchase agreements as of September 30, 2024, and March 31, 2024, was $2,613,957 and $2,753,601, respectively.

Securities pledged as collateral by the Group under repurchase agreements are liquid trading securities with market quotes and significant trading volume.

As of September 30, 2024 and March 31, 2024, securities repurchase agreement obligations included accrued interest in the amount of $6,187 and $11,684, with a weighted average maturity of 10 days and 12 days, respectively. All securities repurchase agreements transactions were executed through the KASE.

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 September 30, 2024, and March 31, 2024, customer liabilities consisted of:

September 30, 2024March 31, 2024
AmountInterestAmountInterest
Interest bearing deposits:
Term deposits$1,363,4920.05% - 17.7%$1,221,0720.04% - 17.3%
Total Interest bearing deposits$1,363,492$1,221,072
Non-interest-bearing deposits:
Brokerage customers$1,617,887$742,902
Current customer accounts347,754309,856
Total non-interest-bearing accounts$1,965,641$1,052,758
Total customer liabilities$3,329,133$2,273,830

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 recurring 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 $42 for each customer. As at September 30, 2024, and March 31, 2024, respectively, the Group had total amounts in excess of insured bank term deposits of $614,918 and $600,972 for all customers.

NOTE 11 –MARGIN LENDING AND TRADE PAYABLES

As of September 30, 2024, and March 31, 2024, margin lending and trade payables of the Group were comprised of the following:

September 30, 2024March 31, 2024
Margin lending payables$253,974$839,454
Payables to suppliers of goods and services12,92710,525
Payables to merchants5,54413,475
Trade payable for securities purchased457485
Other30,5093,941
Total margin lending and trade payables$303,411$867,880

The fair value of collateral held by the Group under margin loans as of September 30, 2024, and March 31, 2024 was $1,290,534 and$2,400,361, respectively.

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 September 30, 2024, and March 31, 2024, outstanding debt securities issued by the Group included the following:

Debt securities issued by:September 30, 2024March 31, 2024Interest rateIssue dateMaturity date
Freedom SPC bonds due 2028$200,346$200,3861-2 years: 12%3-5 years: EFFR + 6.5%December, 2023December, 2028
Freedom SPC bonds due 202664,67464,5465.5%October, 2021October, 2026
Accrued interest2,3212,319
Total debt securities issued$267,341$267,251

As of September 30, 2024 the carrying value of the Group’s debt securities issued was $64,674 of Freedom SPC bonds due 2026 and $200,346 of Freedom SPC bonds due 2028. The Freedom SPC bonds are denominated in U.S. dollars and were issued under Astana International Financial Centre ("AIFC") law and trade on the AIX. The Company is a guarantor of the Freedom SPC bonds.

The Freedom SPC bonds due 2026 bear interest at an annual rate of 5.5% and mature in October 2026. Interest is paid semi-annually in April and October. The proceeds from the issuance of such bonds were loaned to the Company pursuant to a loan agreement dated November 22, 2021. The loan has the same interest rate and maturity date as the bonds.

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 aftertwo years at nominal value plus accrued interest. Aftertwo years, the issuer has the option to redeem the bonds in full or in part at nominal value plus accrued interest.

Debt securities issued are initially recognized at the fair value of the consideration received, less directly attributable transaction costs.

The Group has no covenants to comply with in its debt securities.

NOTE 13 –INSURANCE CONTRACTS ASSETS AND LIABILITIES FROM INSURANCE ACTIVITIES

As of September 30, 2024, and March 31, 2024, assets from insurance activity of the Group were comprised the following:

September 30, 2024March 31, 2024
Assets:
Amounts due from policyholders$14,783$10,260
Amounts due from reinsured4,0802,274
Claims receivable from reinsurance2,0041,400
Advances received from agent7103,231
Allowance for estimated uncollectible reinsurance(755)(1,045)
Insurance and reinsurance receivables20,82216,120
Unearned premium reserve, reinsurers’ share1,9934,770
Reserves for claims and claims’ adjustment expenses, reinsurers’ share2,1674,032
Total assets from insurance activity$24,982$24,922

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 September 30, 2024, and March 31, 2024, liabilities from insurance activity of the Group were comprised the following:

September 30, 2024March 31, 2024
Liabilities:
Amounts payable to agents and brokers$9,875$6,334
Amounts payable to insurers3,9354,294
Amounts payable to reinsured1,1402,771
Insurance and reinsurance payables:14,95013,399
Unearned premium reserve74,06360,088
Reserves for claims and claims’ adjustment expenses275,143223,693
Total liabilities from insurance activity$364,156$297,180

As of September 30, 2024, and March 31, 2024, liabilities from insurance activity increased mainly due to the increase of reserves for claims and claim's adjustment expenses, unearned premium reserve as a result of the expansion of operations.

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

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 clients 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 client 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 clients 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.

Payment Processing

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 clients 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 client 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 payment is received. Margin lending, brokerage and other receivables are disclosed in Note 6 in the notes to condensed 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 September 30, 2024 and March 31, 2024, the Group's 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 September 30, 2024 and March 31, 2024, contract liability balances were not material.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

During the three months and the six months ended September 30, 2024, and September 30, 2023, fee and commission income comprised:

Three months ended September 30, 2024
BrokerageBankingInsuranceOtherTotal
Brokerage services$107,378$—$—$—$107,378
Commission income from payment processing———5,9705,970
Bank services—1,872——1,872
Underwriting and market-making services1,214———1,214
Other fee and commission income48326324,2114,617
Total fee and commission income$108,640$2,198$32$10,181$121,051
Three months ended September 30, 2023
BrokerageBankingInsuranceOtherTotal
Brokerage service$84,713$—$—$—$84,713
Commission income from payment processing———10,29910,299
Bank services—9,308——9,308
Underwriting and market-making services2,910———2,910
Other fee and commission income5121824,2024,473
Total fee and commission income$87,674$9,526$2$14,501$111,703
Six months ended September 30, 2024
BrokerageBankingInsuranceOtherTotal
Brokerage services$200,545$—$—$—$200,545
Commission income from payment processing———14,53314,533
Underwriting and market-making services5,916———5,916
Bank services—4,388——4,388
Other fee and commission income12260614710,28311,158
Total fee and commission income$206,583$4,994$147$24,816$236,540

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Six months ended September 30, 2023
BrokerageBankingInsuranceOtherTotal
Brokerage services$139,795$—$—$—$139,795
Commission income from payment processing———28,34128,341
Bank services—22,149——22,149
Underwriting and market-making services11,741———11,741
Other fee and commission income110543447,6838,380
Total fee and commission income$151,646$22,692$44$36,024$210,406

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 and the six months ended September 30, 2024, and September 30, 2023, net gain on trading securities was comprised of:

Three Months EndedSeptember 30, 2024Three Months EndedSeptember 30, 2023
Net unrealized gain recognized during the reporting period on trading securities still held at the reporting date$65,917$9,713
Net gain recognized during the period on trading securities sold during the period2,40041,058
Net gain recognized during the period on trading securities$68,317$50,771
Six Months EndedSeptember 30, 2024Six Months EndedSeptember 30, 2023
Net unrealized gain recognized during the reporting period on trading securities still held at the reporting date$974$30,664
Net gain recognized during the period on trading securities sold during the period$15,241$51,923
Net gain recognized during the period on trading securities$16,215$82,587

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 for the three months ended September 30, 2024, and September 30, 2023 included the following:

Three months ended September 30, 2024Three months ended September 30, 2023
Interest income:
Interest income on trading securities104,992$114,039
Interest income on loans to customers49,39342,868
Interest income on margin loans to customers40,91742,573
Interest income on securities available-for-sale9,0039,653
Interest income on reverse repurchase agreements and amounts due from banks6,0193,930
Total interest income$210,324$213,063
Interest expense:
Interest expense on securities repurchase agreement obligations$86,116$117,009
Interest expense on customer accounts and deposits23,69617,864
Interest expense on margin lending payable7,4163,467
Interest expense on debt securities issued6,969961
Interest expense on loans received46826
Other interest expense—54
Total interest expense$124,665$139,381
Net interest income$85,659$73,682

Net interest income/expense for the six months ended September 30, 2024, and September 30, 2023 includes:

Six months ended September 30, 2024Six months ended September 30, 2023
Interest income:
Interest income on trading securities$212,120$200,880
Interest income on loans to customers101,76074,201
Interest income on margin loans to customers91,98459,753
Interest income on securities available-for-sale17,40317,997
Interest income on reverse repurchase agreements and amounts due from banks13,0616,987
Other interest income—2,594
Total interest income$436,328$362,412
Interest expense:
Interest expense on securities repurchase agreement obligations$178,523$192,464
Interest expense on customer accounts and deposits46,82333,467
Interest expense on margin lending payable30,5396,460
Interest expense on debt securities issued13,9381,896
Interest expense on loans received51253
Other interest expense4887
Total interest expense$270,383$234,427
Net interest income$165,945$127,985

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 17 -NET GAIN/(LOSS) ON DERIVATIVES

Three months ended September 30, 2024Three months ended September 30, 2023
Net realized gain/(loss) on derivatives$10,405$(2,168)
Net unrealized (loss)/gain on derivatives(4,097)3,546
Total net gain on derivatives$6,308$1,378
Six months ended September 30, 2024Six months ended September 30, 2023
Net realized gain/(loss) on derivatives$14,749$(29,661)
Net unrealized gain on derivatives4,053434
Total net gain/(loss) on derivatives$18,802$(29,227)

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 18 –RELATED PARTY TRANSACTIONS

September 30, 2024 · March 31, 2024
Related party balances · Total category as per financial statements captions · Related party balances · Total category as per financial statements captions
ASSETS
Cash and cash equivalents$1,915$569,179$203$545,084
Companies controlled by management1,915203
Restricted cash$6,669$895,651$—$462,637
Management1,404—
Companies controlled by management5,085—
Other180—
Trading securities$1,231$3,601,118$1,326$3,688,620
Companies controlled by management1,2311,326
Margin lending, brokerage and other receivables, net$162,066$1,623,962$22,039$1,660,275
Management9,3788,849
Companies controlled by management152,68813,190
Loans issued$141,290$1,368,656$147,440$1,381,715
Management604117
Companies controlled by management140,686147,323
Other assets, net$14,914$169,375$5,257$102,414
Companies controlled by management14,9145,257
LIABILITIES
Customer liabilities$191,607$3,329,133$44,127$2,273,830
Management9,91812,604
Companies controlled by management180,55731,253
Other1,132270
Other liabilities$729$133,248$9,854$81,560
Management2847,947
Companies controlled by management4451,907

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Three Months Ended September 30, 2024 · Three Months Ended September 30, 2023
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$837$121,051$20,022$111,703
Management290183
Companies controlled by management54319,839
Other4—
Interest income$375$210,324$9,731$213,063
Management215232
Companies controlled by management1609,499
Expense:
General and administrative expenses$6,247$53,240$5,229$29,630
Management448
Companies controlled by management6,2035,219
Other—2
Six Months Ended September 30, 2024 · Six Months Ended September 30, 2023
Related party amounts · Total category as per financial statements captions · Related party amounts · Total category as per financial statements captions
Revenue:
Fee and commission income1,703236,54035,917210,406
Management509465
Companies controlled by management1,18835,451
Other61
Interest income644436,32815,084362,412
Management419305
Companies controlled by management22514,779
Expense:
General and administrative expenses8,97198,3457,56154,105
Management277171
Companies controlled by management8,6947,388
Other—2

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

During the three and six months ended September 30, 2023, the Group engaged in various related party transactions, a substantial amount of which were conducted with FST Belize, a Belize company which is wholly owned personally by the Company’s chief executive officer, chairman and majority shareholder, Timur Turlov, and is not part of the Group. During such periods FST Belize had its own brokerage customers, which included individuals and a market-maker institution and conducted business with the Group through a client omnibus account at Freedom EU. The Group terminated these arrangements with FST Belize before the end of fiscal 2024, leading to a decrease in related party transactions during three and six months ended September 30, 2024 as compared to the corresponding periods in 2023.

As of September 30, 2024 and March 31, 2024, the Group's margin lending receivables from Fresh Start Trading Ltd amounted to $151,592 and $12,890. Fresh Start Trading Ltd is a Cyprus-based company that is controlled by a single individual who is a member of Freedom EU's management. Fresh Start Trading Ltd is mainly involved in foreign currency trading activity. Margin lending receivables from Fresh Start Trading Ltd are mainly denominated in Euros, and they are fully collateralized by cash denominated in U.S. dollars.

During the three and six months ended September 30, 2024, the Group incurred general and administrative expenses from Kazakhstan Chess Federation in the amount of $4,308 and $6,353 respectively. Kazakhstan Chess Federation is a Kazakhstan-based company in which Timur Turlov holds a management position. The Group continues to support the development of chess as a sport in Kazakhstan. During the three and six months ended September 30, 2024, the Group has made financial contributions to the Kazakhstan Chess Federation to support the preparation and holding of championships, tournaments, training camps and other events.

As of September 30, 2024 and March 31, 2024,76% and 24%, respectively, of the Group's customer liabilities were deposits from Fresh Start Trading Ltd held by Freedom EU related to brokerage services provided by Freedom EU to Fresh Start Trading Ltd.

As of September 30, 2024, and March 31, 2024 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.

NOTE 19 –STOCKHOLDERS’ EQUITY

During the three months ended September 30, 2024 the Company awarded stock grants totaling 156,659 shares,22,798 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
July 1, 202434,250
July 1, 2024 immediate stock awards4,300
July 12, 202412,816
August 5, 202410,000
August 5, 2024 immediate stock awards5,000
August 13, 202476,795
August 13, 2024 immediate stock awards13,498

NOTE 20 –STOCK BASED COMPENSATION

The compensation expense related to restricted and non-restricted stock grants was $12,056 during the three months ended September 30, 2024, and $1,031 during the three months ended September 30, 2023. As of September 30, 2024 there was $49,271 of total unrecognized compensation cost related to non-vested shares of common stock granted. The cost is expected to be recognized over a weighted average period of 4.32 years. The compensation expense related to stock awards, which vested on the date of the award was $1,887 and $0 during the three months ended September 30, 2024 and September 30, 2023.

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 Company has determined the fair value of shares awarded during the three months ended September 30, 2024, using the Monte Carlo valuation model based on the following key assumptions:

Stock awards grantedTerm (years)VolatilityRisk-free rate
July 1, 20244.5736.98%4.47%
July 12, 20241.5437.30%4.64%
August 5, 20244.4837.51%3.64%
August 13, 20244.4537.69%3.70%

The table below summarizes the activity for the Company's stock awards during the six months ended September 30, 2024:

SharesWeightedAverageFair Value
Outstanding, at March 31, 2024983,20557,598
Granted343,62625,039
Vested(191,595)(9,934)
Forfeited/cancelled/expired——
Outstanding, at September 30, 20241,135,23672,703

NOTE 21 –LEASES

At September 30, 2024, the Group was obligated under a number of noncancellable leases, predominantly operating leases of office space, which expire at various dates through 2033. The Group's primary involvement with leases is in the capacity as a lessee where a Group company leases premises to support the Group's 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,

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

and the Company assess 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 September 30, 2024:

Classification on Balance SheetSeptember 30, 2024March 31, 2024
Assets
Operating lease assetsRight-of-use asset$37,028$36,324
Total lease assets$37,028$36,324
Liabilities
Operating lease liabilityLease liability$37,664$35,794
Total lease liability$37,664$35,794

The following table presents as of September 30, 2024, the maturities of the lease liabilities:

Leases maturing during the period ending March 31,
2025$5,971
202612,089
202712,474
20288,307
20294,189
Thereafter3,290
Total payments46,320
Less: amounts representing interest(8,656)
Lease liability, net$37,664
Weighted average remaining lease term (in months)31
Weighted average discount rate14%

Lease commitments for short-term operating leases as of September 30, 2024 and September 30, 2023 was approximately $1,368 and $222, respectively. The Group's rent expense for office space was $2,339 and $4,493 for the three and six months ended September 30, 2024 and $759 and $1,619 for the three and six months ended September 30, 2023, respectively.

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.

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 22 –ACQUISITIONS OF SUBSIDIARIES

Acquisition of SilkNetCom

SilkNetCom LLP specializes in the field of provider services, IT and construction of telecommunications networks in private and public sectors.

On September 17, 2024, the Company completed the acquisition of SilkNetCom by purchasing 100% of its outstanding shares. The purpose and reason for the acquisition of SilkNetCom was to use the acquired assets and licenses to develop its telecommunications business.

At the reporting date, September 30, 2024, final valuation of SilkNetCom was not completed. According to the preliminary results, as of September 17, 2024, the date of the acquisition of SilkNetCom, the fair value of net assets of SilkNetCom was $20,552. The total purchase price was allocated as follows:

As of September 17, 2024
ASSETS
Cash and cash equivalents54
Margin lending, brokerage and other receivables, net44
Fixed assets, net37,878
Other assets, net7,634
TOTAL ASSETS45,610
LIABILITIES
Margin lending and trade payables219
Current income tax liability5
Other liabilities24,834
TOTAL LIABILITIES25,058
Net assets acquired20,552
Goodwill3,328
Total purchase price23,880

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 23 –COMMITMENTS AND CONTINGENCIES

Legal, regulatory and governmental matters

The Group is involved in various claims and legal proceedings that arise in the normal course of business. The Company 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 Company 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 Company does not anticipate that the resolution of any current claims or proceedings (except for the specific matters if detailed below, if resolved unfavorably) will significantly impact its financial position, an adverse outcome in some or all of these cases could materially affect the Company's results of operations or cash flows for specific periods. This assessment is based on the Company's current understanding of relevant facts and circumstances, and the Company's perspective on these matters may evolve with future developments.

The Company accounts for potential losses related to litigation in accordance with FASB ASC Topic 450, “Contingencies.” As of September 30, 2024 and March 31, 2024, accruals for potential losses related to legal, regulatory and governmental actions and proceedings were not material.

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 Company 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 Company'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. Total lending related commitments outstanding as of September 30, 2024, and March 31, 2024, were as follows:

As of September 30, 2024As of March 31, 2024
Unused commitments under lines of credits and guarantees$108,058$207,519
Bank guarantees11,5249,012
Total$119,582$216,531

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 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 September 30, 2024
STATEMENT OF OPERATIONSBrokerageBankingInsuranceOtherTotal
Fee and commission income$108,640$2,198$32$10,181$121,051
Net gain on trading securities10,09552,8503,5951,77768,317
Interest income52,848141,98614,2651,225210,324
Insurance underwriting income——160,344—160,344
Net gain/(loss) on foreign exchange operations2,386(1,566)2755,3846,479
Net gain on derivative4555,853——6,308
Other income/(expense), net373188(336)7,8528,077
TOTAL REVENUE, NET174,797201,509178,17526,419580,900
Fee and commission expense7,9643,32574,1615,38790,837
Interest expense18,67296,4541,9507,589124,665
Insurance claims incurred, net of reinsurance——66,684—66,684
Payroll and bonuses15,91523,7247,75518,81666,210
Professional services1,867684305,8808,245
Stock compensation expense6,2822,1751,9291,67012,056
Advertising expense14,7028291144,40420,049
General and administrative expense8,69512,4797,58124,48553,240
Provision for allowance/(recovery of) expected credit losses42210,14272(209)10,427
TOTAL EXPENSE74,519149,196160,67668,022452,413
INCOME BEFORE INCOME TAX$100,278$52,313$17,499$(41,603)$128,487
Income tax (expense)/benefit(14,631)(6,643)(2,709)9,984(13,999)
NET INCOME$85,647$45,670$14,790$(31,619)$114,488

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Six months ended September 30, 2024
STATEMENT OF OPERATIONSBrokerageBankingInsuranceOtherTotal
Fee and commission income$206,583$4,994$147$24,816$236,540
Net gain/(loss) on trading securities10,9692,8433,734(1,331)16,215
Interest income115,637288,04929,9642,678436,328
Insurance underwriting income——289,752—289,752
Net gain/(loss) on foreign exchange operations12,343(21,261)1,39522,09114,568
Net gain on derivative1,33117,471——18,802
Other income, net2,85061544615,49919,410
TOTAL REVENUE, NET349,713292,711325,43863,7531,031,615
Fee and commission expense13,6415,851139,04812,444170,984
Interest expense53,293196,3415,83314,916270,383
Insurance claims incurred, net of reinsurance——113,993—113,993
Payroll and bonuses41,16629,84114,61638,111123,734
Professional services4,25616470710,38615,513
Stock compensation expense11,5974,1312,8044,13922,671
Advertising expense26,6461,8934648,24737,250
General and administrative expense18,90824,86412,79941,77498,345
Provision for allowance/(recovery of) expected credit losses939,021397(854)8,657
TOTAL EXPENSE169,600272,106290,661129,163861,530
INCOME BEFORE INCOME TAX$180,113$20,605$34,777$(65,410)$170,085
Income tax (expense)/benefit(24,835)(3,418)(6,184)13,099(21,338)
NET INCOME$155,278$17,187$28,593$(52,311)$148,747

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Three months ended September 30, 2023
STATEMENTS OF OPERATIONSBrokerageBankingInsuranceOtherTotal
Fee and commission income$87,674$9,526$2$14,501$111,703
Net gain/(loss) on trading securities17,11030,4703,713(522)50,771
Interest income59,906133,30018,6911,166213,063
Insurance underwriting income——57,976—57,976
Net gain/(loss) on foreign exchange operations5,009(7,390)(239)(1,076)(3,696)
Net gain on derivative302679—3971,378
Other income, net1,2481644522,5224,386
TOTAL REVENUE, NET171,249166,74980,59516,988435,581
Fee and commission expense6,4425,13818,4301,60431,614
Interest expense28,31599,71110,0421,313139,381
Insurance claims incurred, net of reinsurance——33,988—33,988
Payroll and bonuses13,69113,0033,5699,73539,998
Professional services1,6252104810,06811,951
Stock compensation expense65952312891,031
Advertising expense6,0687202361,6158,639
General and administrative expense13,2696,7751,3238,26329,630
(Recovery of)/provision for allowance for expected credit losses(872)5,46990(25)4,662
TOTAL EXPENSE69,197131,07867,75732,862300,894
INCOME BEFORE INCOME TAX$102,052$35,671$12,838$(15,874)$134,687
Income tax expense(7,792)—(7)(11,409)(19,208)
NET INCOME$94,260$35,671$12,831$(27,283)$115,479

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

Six months ended September 30, 2023
STATEMENTS OF OPERATIONSBrokerageBankingInsuranceOtherTotal
Fee and commission income$151,646$22,692$44$36,024$210,406
Net gain/(loss) on trading securities26,27744,99012,817(1,497)82,587
Interest income92,115232,39434,6993,204362,412
Insurance underwriting income——102,865—102,865
Net gain/(loss) on foreign exchange operations5,12012,450(668)(1,297)15,605
Net gain/(loss) on derivative297(30,095)—571(29,227)
Other income/(expense), net1,864(28)1,2154,0927,143
TOTAL REVENUE, NET277,319282,403150,97241,097751,791
Fee and commission expense12,3009,12135,8543,02360,298
Interest expense49,553162,41018,4614,003234,427
Insurance claims incurred, net of reinsurance——55,502—55,502
Payroll and bonuses26,19022,5156,89516,02871,628
Professional services3,95229017414,16018,576
Stock compensation expense1,448114686342,264
Advertising expense10,8562,7563812,74616,739
General and administrative expense21,72613,1732,57216,63454,105
(Recovery of)/provision for allowance for expected credit losses(632)16,7531,3121,55518,988
TOTAL EXPENSE125,393227,132121,21958,783532,527
INCOME BEFORE INCOME TAX$151,926$55,271$29,753$(17,686)$219,264
Income tax (expense)/benefit(10,471)—30(25,423)(35,864)
NET INCOME$141,455$55,271$29,783$(43,109)$183,400

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.

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

September 30, 2024
BrokerageBankingInsuranceOtherTotal
Total assets$2,934,402$4,961,573$564,499$355,781$8,816,255
Total liabilities2,248,0404,519,951405,239379,7897,553,019
Net assets$686,362$441,622$159,260$(24,008)$1,263,236
March 31, 2024
BrokerageBankingInsuranceOtherTotal
Total assets$2,586,803$4,939,626$529,517$245,984$8,301,930
Total liabilities1,973,8874,389,745402,865368,4757,134,972
Net assets$612,916$549,881$126,652$(122,491)$1,166,958

FRHC’s chief operating decision maker (CODM) are Chief Executive Officer, Chief Financial Officer and President, collectively acting manages the Company, including allocating resources and measuring performance. Company’s CODM uses both GAAP total revenue and net income in assessing each segment’s performance and determining how to allocate resources among segments.

Brokerage

Companies in the Brokerage segment offer securities brokerage, securities dealing for customers and for the Group's own account, market making activities, investment research, investment counseling, underwriting and market-making services to a global client base of retail investors, corporations, financial institutions, merchants and government and municipal entities. Companies in the Brokerage segment also conduct proprietary securities trading.

The Group's services in this segment include providing clients 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 clients 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 fees and interest income by providing services that include lending, deposit services, payment card services, money transfers, correspondent accounts, supporting both individual and corporate clients 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

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

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.

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 25 -STATUTORY CAPITAL REQUIREMENTS

The Company hastwo 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 are required to notify and coordinate with the ARDFM any proposals to declare or pay a dividend on their 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 September 30, 2024 and March 31, 2024, 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 companies 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, the Company's subsidiaries operate under various securities brokerage, banking and financial services regulations and must maintain such licenses in order to conduct their operations. As of September 30, 2024 and March 31, 2024, the Company, through its 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); and (d) special registration as a payment service provider in Kazakhstan with the National Bank of the Republic of Kazakhstan, and licenses in Uzbekistan and Kyrgyzstan for payments services from the National Bank of the Kyrgyz Republic and the Central Bank of Uzbekistan, respectively.

The table below presents net capital/eligible equity, required minimum capital, excess regulatory capital and retained earnings as of September 30, 2024 for each of the regulated entities that is material for our condensed consolidated financial statements.

(amounts in thousands) · Regulated activities · Net Capital/Eligible Equity · Required Minimum capital/solvency · Excess regulatory capital · Retained earnings
Freedom Bank KZBanking$328,142$174,887$153,255$235,976
Freedom EUBrokerage269,02710,971258,056367,702
Freedom KZBrokerage103,039384102,655138,805
Freedom GlobalBrokerage67,27722,32544,952143,695
Freedom LifeLife Insurance44,61411,50933,10575,193
Freedom InsuranceProperty and Casual Insurance44,45111,50932,94239,278
Freedom Armenia ("Freedom AR")Brokerage22,92778122,14622,015
Other regulated operating subsidiariesOther11,03415910,875(18,426)
$890,511$232,525$657,986$1,004,238

FREEDOM HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(All amounts in thousands of United States dollars, except share data, unless otherwise stated)

According to the requirements of National Bank of the Republic of Kazakhstan, the regulator of Freedom KZ and Freedom Life, capital is adjusted through subtraction of non-liquid assets. Consequently, it may result that net capital for regulatory purposes may be lower than retained earnings balances. As per capital requirements applicable to Freedom EU 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, 2024 for each of the regulated entities that is material for our condensed consolidated financial statements.

(amounts in thousands) · Regulated activities · Net Capital/Eligible Equity · Required Minimum capital/solvency · Excess regulatory capital · Retained earnings
Freedom Bank KZBanking$329,738$196,594$133,144$193,376
Freedom EUBrokerage269,42410,868258,556319,484
Freedom KZBrokerage107,064413106,651122,416
Freedom LifeLife Insurance50,75712,39538,36257,085
Freedom InsuranceProperty and Casual Insurance30,01112,39517,61619,773
Freedom GlobalBrokerage16,42812,3524,076117,468
Freedom Armenia ("Freedom AR")Brokerage7,3177636,5546,447
Other regulated operating subsidiariesOther8,5331558,378(11,665)
$819,272$245,935$573,337$824,384

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 26 –SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events through the time of filing this quarterly report on Form 10-Q with the SEC. Other than as disclosed below, during this period the Company did not have any additional material recognizable subsequent events.

On November 4, 2024, Freedom SPC placed $110,000 in bonds maturing on September 16, 2026, with an annual interest rate of 10% and quarterly interest payments.

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