Freedom Holding Corp

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 information processing services and lifestyle services. The Company also owns several ancillary businesses which complement its core financial services businesses, including telecommunications and media businesses in Kazakhstan that are in a developmental stage. The Company is the holding company of subsidiaries incorporated in Kazakhstan, Cyprus, the United States (USA), the United Kingdom (UK), Armenia, the United Arab Emirates, 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 is traded on the Nasdaq Capital Market, the Kazakhstan Stock Exchange ("KASE"), and the Astana International Exchange ("AIX").

As of December 31, 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)

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 the 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, our CEO and majority shareholder, since July 2014. The Company does not consolidate FST Belize under either of the primary consolidation methods - the variable interest entity (“VIE”) accounting method or the voting interest method ("VOE") because (i) FST Belize is not a VIE due to the fact it has

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

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 December 31, 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. Following the 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 deconsolidated Freedom UA since April 1, 2023 (the date of loss of control).

Concentration of Revenue

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

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. 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 recognized impairment losses. 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.

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 December 31, 2024 and March 31, 2024, goodwill recorded in the Company's Condensed Consolidated Balance Sheets totaled $48,217 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 the fair value exceeds the carrying amount, no impairment is recorded.

The amount of goodwill at December 31, 2024 decreased compared to March 31, 2024 as a result of foreign currency translation difference. The effect was partially offset by goodwill increase due to the acquisition of a 100% interest in EliteCom 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 December 31, 2024 and 2023, were as follows:

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

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

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 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 2023-05 seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. The Company is currently evaluating the impact that 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 that single reportable segment entities must apply ASC 280 in its entirety, and permitting more than one measure of segment profit or loss to be reported under certain circumstances. This change is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. This change will apply retrospectively to all periods presented. The Company is currently evaluating the impact that 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 that 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

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

beginning after December 15, 2024. The Company is currently evaluating the impact that ASU No 2023-09 will have on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards. This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that ASU No 2024-01 will have on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU No. 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements.” ASU 2024-02 removes references to various FASB Concepts Statements within the Codification. The guidance in ASU No. 2024-02 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, and can be applied either prospectively to all new transactions recognized on or after the date that the entity first applies the amendments or retrospectively to the beginning of the earliest comparative period presented in which the amendments were first applied. Early adoption is permitted. The Company is currently evaluating the impact that ASU No 2024-02 will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures” (Subtopic 220-40). The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that ASU No 2024-03 will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-04, “Debt-Debt with Conversion and Other Options” (Subtopic 470-20). The amendments in this Update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. The amendments in this Update permit an entity to apply the new guidance on either a prospective or a retrospective basis. The Company is currently evaluating the impact that ASU No 2024-04 will have on its consolidated financial statements and related disclosures.

NOTE 3 –CASH AND CASH EQUIVALENTS

As of December 31, 2024, and March 31, 2024, cash and cash equivalents consisted of the following:

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 December 31, 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 the KASE. The KASE, in turn, guarantees payments to the counterparty. The terms of the short-term collateralized securities received under reverse repurchase agreements as of December 31, 2024, and March 31, 2024 are presented below:

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 December 31, 2024 and March 31, 2024, was $51,963 and $133,380, respectively.

As of December 31, 2024 and March 31, 2024, securities purchased under reverse repurchase agreements included accrued interest in the amount of $18 and $106, with a weighted average maturity of 6 days and 3 days, respectively. All securities reverse repurchase agreement transactions were executed on 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 4 –RESTRICTED CASH

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

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

The following tables present maturity analysis for available-for-sale securities as of December 31, 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)

As of December 31, 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$2,609,589 and the Kazakhstan Sustainability Fund JSC (Fitch: BBB credit rating) in the amount of $544,675. 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 December 31, 2024 and March 31, 2024, the Group had $456 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 December 31, 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)

The tables below present the valuation techniques and significant Level 3 inputs used in the valuation as of December 31, 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.

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

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 December 31, 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)

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

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

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.

Collateral for margin lending receivables includes cash balances in clients' brokerage accounts and securities, adjusted for clients' off-balance sheet short positions. As of December 31, 2024, and March 31, 2024, the fair value of collateral held by the Group under margin loans was $4,478,894 and $2,824,498, respectively.

As of December 31, 2024, and March 31, 2024, the Company hadthree non-related party customers andone non-related party customer, respectively, whose individual balances exceeded 10% of the total margin lending, brokerage, and other receivables balance, amounted to $1,433,546 and $399,196, respectively. The collateral held from these non-related party customers was valued at$2,018,735 and$460,771 as of December 31, 2024, and March 31, 2024, 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.

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 December 31, 2024, and March 31, 2024, using historical and statistical data, the Group had allowances for brokerage receivables in the amounts of$14,357 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 December 31, 2024, consisted of the following:

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 December 31, 2024 and March 31, 2024, the corresponding liability amounted to $472,867 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 December 31, 2024 and March 31, 2024, mortgage loans include loans under the state mortgage program "7-20-25" with an aggregate principal amount of $484,237 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, Mr. 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, 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 December 31, 2024 and March 31, 2024, right of claims for purchased retail loans amounted to $135,242 and $146,152, respectively.

The total accrued interest for loans issued amounted to $11,874 as of December 31, 2024 and$8,327 as of March 31, 2024.

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

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 sign of such classification is 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) exceeding 20%. Agreements classified as “credit impaired” represent loans for which at the reporting date any of the following conditions is met: (i) the individual borrower has been in default for 90 or more days or the borrowers being legal entities have been in default for 60 or more days, (ii) 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, (iii) the borrower is recognized as credit impaired, a sign of default or a sign of bankruptcy is present, (iv) the deterioration of the financial performance of the borrower, or (v) the presence of other information indicating the existence of a high credit risk.

The table below presents the Group's loan portfolio by credit quality classification and origination year as of December 31, 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)

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.

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 December 31, 2024 and March 31, 2024, is as follows:

The activity in the allowance for credit losses for the three months ended December 31, 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)

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.

The tax rates used for deferred tax assets and liabilities as of December 31, 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 nine months ended December 31, 2024, and 2023, the effective tax rate was equal to 15.5% and 15.5%, respectively.

NOTE 9 –SECURITIES REPURCHASE AGREEMENT OBLIGATIONS

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

The fair value of collateral pledged under repurchase agreements as of December 31, 2024, and March 31, 2024, was $2,202,919 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 December 31, 2024 and March 31, 2024, securities repurchase agreement obligations included accrued interest in the amount of $5,456 and $11,684, with a weighted average maturity of 9 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 December 31, 2024, and March 31, 2024, customer liabilities consisted of:

In accordance with Kazakhstan law requirements, commercial banks conclude agreements with JSC Kazakhstan Deposit Insurance Fund ("KDIF"), under which banks are required to pay commissions to KDIF on a periodic basis, the amount of which depends on the term deposits and demand deposits received by banks from their customers. Under the agreement, KDIF insures the term deposits and demand deposits up to $38 for each customer. As at December 31, 2024, and March 31, 2024, respectively, the Group had total amounts in excess of insured bank term deposits of $630,771 and $600,972 for all customers.

NOTE 11 –MARGIN LENDING AND TRADE PAYABLES

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

The fair value of collateral held by the Group under margin loans as of December 31, 2024, and March 31, 2024 was $1,660,840 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 December 31, 2024, and March 31, 2024, outstanding debt securities issued by the Group included the following:

As of December 31, 2024 the carrying value of the Group’s debt securities issued by Freedom SPC bonds due 2026 were $201,535 and $64,738 for September and October, respectively. The carrying value of Freedom SPC bonds due 2028 was $200,325. 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.

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

During the quarter ended December 31, 2024, the Company issued additional bonds with the aggregate principal amount of $200,000 with an annual interest rate of 10.5% and maturity date in September 2026. Interest is paid on a quarterly basis.

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

The Group has no financial covenants to comply with under the terms of its debt securities.

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

NOTE 13 –INSURANCE CONTRACTS ASSETS AND LIABILITIES FROM INSURANCE ACTIVITIES

As of December 31, 2024, and March 31, 2024, assets from the Group's insurance activity comprised the following:

As of December 31, 2024, and March 31, 2024, liabilities from the Group's insurance activity comprised the following:

As of December 31, 2024, and March 31, 2024, liabilities from insurance activity increased mainly due to the increase of reserves for claims and claims' adjustment expenses and the increase of 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"Margin Lending, Brokerage and Other Receivables, Net" 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 December 31, 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 December 31, 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 nine months ended December 31, 2024, and December 31, 2023, fee and commission income comprised:

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

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 nine months ended December 31, 2024, and December 31, 2023, net gain on trading securities was comprised of:

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 December 31, 2024, and December 31, 2023 included the following:

Net interest income/expense for the nine months ended December 31, 2024, and December 31, 2023 includes:

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

NOTE 18 –RELATED PARTY TRANSACTIONS

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

Related party transactions as of December 31, 2024 and March 31, 2024, consisted of the following:

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

FREEDOM 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 nine months ended December 31, 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 by the Company’s chief executive officer, chairman and majority shareholder, Mr. 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 nine months ended December 31, 2024 as compared to the corresponding periods in 2023.

As of March 31, 2024, the Group's margin lending receivables from Fresh Start Trading Ltd, amounted to $12,890. Fresh Start Trading Ltd is a Cyprus-based company that was controlled by an individual who served on Freedom EU’s management until November 5, 2024. From November 5, 2024, Fresh Start Trading Ltd. is no longer controlled by a Company's related party. Fresh Start Trading Ltd was mainly involved in foreign currency trading activity. Margin lending receivables from Fresh Start Trading Ltd were mainly denominated in Euros, and they were fully collateralized by cash denominated in U.S. dollars.

During the three and nine months ended December 31, 2024, the Group incurred general and administrative expenses relating to the Kazakhstan Chess Federation in the amount of $3,401 and $9,753, respectively. Kazakhstan Chess Federation is a Kazakhstan-based company in which Mr. Timur Turlov holds a management position. The Group continues to support the development of chess as a sport in Kazakhstan. During the three and nine months ended December 31, 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 December 31, 2024 and March 31, 2024,18% and 7% respectively, of the Group's total related party customer liabilities were bank deposits from Turlov Family Office Securites LTD held by Freedom Bank KZ. Turlov Family Office Securities LTD is a private securities brokerage company that is wholly owned by Mr. Timur Turlov. As of March 31, 2024,24% of the Group's total related party customer liabilities were deposits of Fresh Start Trading Ltd held by Freedom EU related to brokerage services provided by our subsidiary Freedom EU to Fresh Start Trading Ltd.

As of December 31, 2024 and March 31, 2024,58% of the Group's total related party other assets were prepayment on the potential acquisition of A-Telecom as part of our strategy to enter the telecommunications market in Kazakhstan and build a digital fintech ecosystem.

As of December 31, 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 December 31, 2024, the Company awarded stock grants totaling 48,600 shares,750 of which were vested on the date of the award.

The table below presents Stock Incentive Plan awards granted on the dates indicated.

NOTE 20 –STOCK BASED COMPENSATION

The compensation expense related to restricted and non-restricted stock grants was $13,417 during the three months ended December 31, 2024, and $1,039 during the three months ended December 31, 2023. As of December 31, 2024 there was $39,914 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 3.93 years. The compensation expense related to stock awards, which vested on the date of the award was $72 and $0 during the three months ended December 31, 2024 and December 31, 2023, 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)

The Company has determined the fair value of shares awarded during the three months ended December 31, 2024, using the Monte Carlo valuation model based on the following key assumptions:

The table below summarizes the activity for the Company's stock awards during the nine months ended December 31, 2024:

NOTE 21 –LEASES

At December 31, 2024, the Group was party to a number of noncancellable leases, predominantly operating leases of office space, which expire at various dates through 2034. The Group's primary involvement with leases is in the capacity as a lessee where a Group 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 assesses the likelihood of exercising such options. If it is reasonably certain that the Group will exercise the options to extend, then we include the impact in the measurement of our ROU assets and lease liabilities.

When readily determinable, the Company uses the rate implicit in the lease to discount lease payments to present value; however, the rate implicit on most of the Group's leases are not readily determinable. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

The table below presents the lease related assets and liabilities recorded on the Company's Condensed Consolidated Balance Sheets as of December 31, 2024:

The following table presents as of December 31, 2024, the maturities of the lease liabilities:

Lease commitments for short-term operating leases as of December 31, 2024 and December 31, 2023 was approximately $862 and $576, respectively. The Group's rent expense for office space was $2,365 and $6,858 for the three and nine months ended December 31, 2024 and $725 and $2,344 for the three and nine months ended December 31, 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

On September 17, 2024, the Company completed the acquisition of SilkNetCom LLP by purchasing 100% of its participating interest. SilkNetCom LLP specializes in the field of provider services, IT and construction of telecommunications networks in private and public sectors.

The purpose of the acquisition of SilkNetCom LLP was to use the acquired assets and licenses to develop our telecommunications business.

As of September 17, 2024, the date of the acquisition of SilkNetCom LLP, the fair value of the net assets of SilkNetCom LLP was $23,672. The total purchase price was allocated as follows:

Acquisition of EliteCom

On October 17, 2024, the Company completed the acquisition of EliteCom LLP by purchasing 100% of its participating interest. EliteCom LLP provides telecommunications services, including Internet access, telephone services and cable television for individuals (B2C), provision of Internet access services for legal entities (B2B).

The purpose of the acquisition of EliteCom LLP was to use the acquired assets and licenses to develop our telecommunications business.

As of October 17, 2024, the date of the acquisition of EliteCom LLP, the fair value of the net assets of EliteCom LLP was $1,721. The total purchase price was allocated as follows:

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 CONTINGENT LIABILITIES

Legal, regulatory and governmental matters

The Group is involved in various claims and legal proceedings that arise in the normal course of business. The 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 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 December 31, 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

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

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 December 31, 2024, and March 31, 2024, were as follows:

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.

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

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

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 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)

FRHC’s chief operating decision maker (CODM) is Chief Executive Officer, Chief Financial Officer and President, which, acting collectively, 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 provides user-friendly banking application that offers 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. 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 of the minimum solvency and capital requirements of the relevant subsidiary. As of December 31, 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 December 31, 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, (vi) in Kyrgyzstan issued by the Service for Regulation and Supervision of the Financial Market under the Ministry of Economy and Commerce of the Kyrgyz Republic (the "SRFM"); (b) a banking license for foreign currency operations 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. In addition, following receipt of a principal approval by the Turkey's financial regulatory and supervisory authority granted on January 9, 2025, we are in the process of obtaining a license to provide brokerage services in Turkey.

The table below presents net capital/eligible equity, required minimum capital, excess regu latory capital and retained earnings as of December 31, 2024 for each of the regulated entities that is material for our 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)

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.

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. During this period the Company did not have any additional material recognizable subsequent events.