Freedom Holding Corp.

FREEDOM HOLDING CORP.

Except where the context otherwise requires or where otherwise indicated, references herein to the "Company," "we," "our," "us," "our company," "our business" and "Freedom" mean Freedom Holding Corp. together with its consolidated subsidiaries. References to"fiscal 2026", "fiscal 2025" and"fiscal 2024" (or similar references to a respective"fiscal year") mean the 12-month period ended March 31 of the relevant year.

Special Note About Forward-Looking Information

This annual report on Form 10-K contains, and any related discussions may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, forward-looking statements can be identified by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "should," "strategy," "will," "would," and other similar expressions and their negatives. All statements, other than statements of historical fact, included herein and in the documents incorporated by reference in this annual report on Form 10-K are forward-looking statements, including statements regarding our strategic goals; plans to obtain licenses; key prospective markets; business strategy, including our strategy for entry into new business areas, such as the telecommunications, media and health sectors in Kazakhstan; our plans with respect to Freedom Media; the development of our digital fintech ecosystem; our customer base; our products and services, including Freedom SuperApp; expected capital expenditures and plans to finance such capital expenditures; our artificial intelligence ("AI") data center development project; the impact of new accounting pronouncements; information security; acquisitions and business expansions in various regions or jurisdictions; treasury policy; regulatory investigations, including their preliminary determinations and potential outcome, the potential outcome of legal proceedings; and our aims, goals, strategic goals, priorities, plans and objectives and other non-historical statements.

Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties, many of which may be beyond our control. Actual results could differ materially as a result of various factors. The following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:

•economic and political conditions in the regions where we operate or in which we have customers;

•current and future conditions in the global financial markets, including fluctuations in interest rates and foreign currency exchange rates;

•the direct and indirect effects on our business stemming from Russia's large-scale military action against Ukraine (the "Russia-Ukraine conflict");

•the impact of war involving Iran and corresponding political and economic instability in the Middle East, armed conflict in Israel and Gaza, India-Pakistan conflict, and any possible escalation of such conflicts or contagion to neighboring countries or regions;

•economic sanctions that limit movement of funds, restrict access to capital markets, block access to third party technologies and IT services or curtail our ability to service existing or potential new customers;

•the outcome and impact of legal and regulatory actions, proceedings, investigations and disputes;

•the policies and actions of regulatory authorities in the jurisdictions in which we have operations, including changes in U.S. or other countries' trade policies, the imposition of tariffs and retaliatory tariffs, as well as the degree and pace of regulatory changes and new government initiatives generally;

•our ability to manage our growth effectively;

•our ability to complete planned acquisitions or successfully integrate businesses we acquire;

•our ability to successfully execute our strategy for entry into new business areas, including among others the telecommunications, media and health sectors in Kazakhstan;

•our ability to secure financing and develop an AI data center infrastructure in Kazakhstan, including procurement of financing as well as advanced graphics processing units;

•the availability of funds, or funds at reasonable rates, for use in our businesses, including for executing our growth strategy;

•the impact of competition, including downward pressures on fee and commissions;

•our ability to meet regulatory capital adequacy or liquidity requirements, or prudential norms;

•our ability to protect or enforce our intellectual property rights in our brands or proprietary technology;

•our ability to retain key executives and recruit and retain personnel;

•the impact of rapid technological change, including incorporation of AI technologies into products and processes;

•information technology, trading platform and other system failures, cybersecurity threats and other disruptions;

•market risks affecting the value of our proprietary investments;

•risks of non-performance by third parties with whom we have business relationships;

•the creditworthiness of our trading counterparties, and banking and brokerage customers;

•the impact of tax laws and regulations, and their changes, in any of the jurisdictions in which we operate;

•compliance with laws and regulations in each of the jurisdictions in which we operate, particularly those relating to the brokerage, banking and insurance industries;

•unforeseen or catastrophic events, including the emergence of pandemics, terrorist attacks, extreme weather events or other natural disasters, political discord or armed conflict; and

•other factors discussed under "Risk Factors" in Part 1 Item 1A of this annual report.

You should not place undue reliance on forward-looking statements. Forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management and are made only as of the date of this report or the respective dates of the documents from which they are incorporated by reference. Except to the extent required by law, we undertake no obligations to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, made by us or on our behalf, are also expressly qualified by these cautionary statements.

The following discussion should be read carefully together with our audited consolidated financial statements and the related notes contained in Part II Item 8 of our annual report and in our other filings with the U.S. Securities and Exchange Commission ("SEC"). All references to our "consolidated financial statements" are to "Financial Statements and Supplementary Data" contained in Item 8 of Part II of this annual report.