Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS OF SUBSIDIARIES

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ACQUISITIONS OF SUBSIDIARIES
 12 Months Ended
Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS OF SUBSIDIARIES ACQUISITIONS OF SUBSIDIARIES
On May 17, 2022, the Company acquired two insurance companies in Kazakhstan, a life insurance company, Freedom Life, and a direct insurance carrier, Freedom Insurance, which provides compulsory insurance, medical insurance, apartment insurance, and auto insurance. Prior to acquiring these companies, each was wholly owned by controlling shareholder, chairman and chief executive officer, Timur Turlov, who acquired Freedom Finance Life on March 14, 2018 and Freedom Finance Insurance on August 22, 2018 from a non-related party. The Company acquired these companies from him at the historical cost paid by him plus amounts he has contributed as additional paid in capital since his purchase. These companies were not initially acquired directly by the Company because at the time they were put on the market for sale by their prior owner they did not have audit reports conforming to U.S. GAAP standards and had not demonstrated sustained profitability. The purchase price for Freedom Insurance was $13,977 and the purchase price for Freedom Life was $12,611.
Acquisition of Freedom Life
When preparing the consolidated financial statements for the year ended March 31, 2023, management determined that this acquisition should be accounted for under the pooling of interest method and as a result recasted the comparative financial information. The acquisition from Timur Turlov was deemed to be under common control with the Company since it was acquired on February 28, 2018. The transaction has been accounted for as a restructuring transaction and all the assets and liabilities of Freedom Life were transferred to the Company at their respective carrying amounts on the date of transaction.
As of the acquisition date by Timur Turlov, the fair value of Freedom Life was $12,076. The total purchase price was allocated as follows:
Purchase price allocation
As of February 28, 2018
ASSETS
Cash and cash equivalents $ 3,494 
Due from banks 2,514 
Loans issued 2 
Other assets 1,671 
Assets from insurance activity 3,729 
Deferred acquisition costs 542 
Available-for-sale securities, at fair value 15,842 
Fixed assets 171 
Intangible assets 5,823 
Deferred tax assets 141 
TOTAL ASSETS 33,929 
Deferred income tax liabilities 47 
Other liabilities 139 
Liabilities from insurance activity 21,667 
TOTAL LIABILITIES 21,853 
Net assets acquired 12,076 
Goodwill 526 
Total purchase price 7,009 
Fair value of non-controlling interest at acquisition 5,593 
For more information on how the acquisition impacted the Company's consolidated financial statements for the comparative years, please refer to Note 3 "Recast" to these consolidated financial statements.
Acquisition of Freedom Insurance
When preparing the consolidated financial statements for the year ended March 31, 2023, management determined that this acquisition should be accounted for under the pooling of interest method and as a result recasted the comparative financial information. The acquisition from Timur Turlov was deemed to be an entity under common control with the Company since it was acquired on August 22, 2018. The transaction has been accounted for as a restructuring transaction and all the assets and liabilities of Freedom Insurance were transferred to the Company at their respective carrying amounts on the date of transaction.
As of the acquisition date by Timur Turlov, the fair value of Freedom Insurance was $4,101. The total purchase price was allocated as follows:
Purchase price allocation
As of August 22, 2018
ASSETS:
Cash and cash equivalents $ 1,224 
Due from banks 1,041 
Other assets 17 
Assets from insurance activity 45 
Current income tax asset 5 
Available-for-sale securities, at fair value 1,846 
Fixed assets 2 
Intangible assets 207 
Deferred tax assets 2 
TOTAL ASSETS 4,389 
Other liabilities 214 
Liabilities from insurance activity 74 
TOTAL LIABILITIES 288 
Net assets acquired 4,101 
Goodwill 187 
Total purchase price 4,288 
For more information on how the acquisition impacted the Company's consolidated financial statements for the comparative years, please refer to Note 3 "Recast" to these consolidated financial statements.
Acquisition of London-Almaty
On September 1, 2022, the Company completed the acquisition of Insurance Company IC "London-Almaty", following receipt of the approval from the Agency of the Republic of Kazakhstan for Regulation and Development of Financial Market, by purchasing 100% of its outstanding shares. The Company acquired IC "London-Almaty" to expand its presence in the insurance sector. This acquisition was accounted for under the purchase accounting method as it was not an acquisition of entities under common control.
As of September 1, 2022, the date of the acquisition of IC "London-Almaty", the fair value of IC "London-Almaty" was $15,858. The total purchase price was allocated as follows:
As of September 1, 2022
ASSETS
Cash and cash equivalents $ 8,077 
Due from banks 2,176 
Trading securities 6,178 
Value of business acquired 1,677 
Assets from insurance activities 3,401 
Fixed assets 806 
Intangible assets 127 
Other assets 1,505 
TOTAL ASSETS 23,947 
Insurance reserves 6,380 
Liabilities from insurance activity 1,429 
Other liabilities 280 
TOTAL LIABILITIES 8,089 
Net assets acquired 15,858 
Goodwill 485 
Total purchase price $ 16,343 
On December 15, 2022, IC "London-Almaty" was merged into Freedom Insurance and its separate legal existence was terminated. The assets and liabilities of IC "London-Almaty" were transferred to Freedom Insurance at their respective carrying amounts on the date of the merger was completed.
Acquisition of Ticketon
As of September 30, 2022, the date of the acquisition of Ticketon by purchasing 100% of its authorized capital. The Company acquired Ticketon to accelerate its growth in fintech sector. This acquisition was accounted for under the purchase accounting method as it was not an acquisition of entities under common control. The fair value of Ticketon on the date of the acquisition was $1,233. The total purchase price was allocated as follows:

As of September 30, 2022
ASSETS
Cash and cash equivalents $ 3,079 
Brokerage and other receivables 175 
Fixed assets 47 
Intangible assets 1,424 
Right-of-use asset 63 
Other assets 627 
TOTAL ASSETS 5,415 
Deferred income tax liabilities 36 
Lease liability 79 
Other liabilities 4,067 
TOTAL LIABILITIES 4,182 
Net assets acquired 1,233 
Goodwill 1,771 
Total purchase price $ 3,004 

Acquisition of Paybox
On February 10, 2023, the Company completed the acquisition Kazakhstan company Paybox Technologies LLP and its subsidiaries ("Paybox") in order to expand activities in the field of financial technologies. The purchase price for the acquisition of Paybox was $11,659. This acquisition was accounted for under the purchase accounting method as it was not an acquisition of entities under common control.
As of February 10, 2023, at the date of the acquisition the fair value of Paybox Technologies LLP and its subsidiaries was $11,659. The total purchase price was allocated as follows:

As of February 10, 2023
ASSETS
Cash and cash equivalents 5,429 
Trading securities 3,838 
Brokerage and other receivables 1,726 
Fixed assets 1,080 
Intangible assets 3,288 
Right-of-use asset 341 
Goodwill 932 
Other assets 454 
TOTAL ASSETS 17,088 
Securities repurchase agreement obligations 3,037 
Trade payables 799 
Lease liability 993 
Other liabilities 600 
TOTAL LIABILITIES 5,429 
Net assets acquired 11,659 
Goodwill — 
Total purchase price 11,659 
Acquisition of LD Micro
As of March 2, 2023, the date of acquisition, the fair value of LD Micro comprised $2,526. This acquisition was accounted for under the purchase accounting method as it was not an acquisition of entities under common control. The total purchase price was allocated as follows:
As of March 2, 2023
ASSETS
Intangible assets 2,540 
TOTAL ASSETS 2,540 
Trade payables 14 
TOTAL LIABILITIES 14 
Net assets acquired 2,526 
Goodwill 5,774 
Total purchase price 8,300