Freedom Holding Corp. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

FEE AND COMMISSION INCOME AND EXPENSE

FEE AND COMMISSION INCOME AND EXPENSE

12 Months Ended

Mar. 31, 2025

Fee and commission income is recognized when, or as, the Group satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Group determines the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring the Group's progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration the Group expects to receive in exchange for those promised services (i.e., the "transaction price"). In determining the transaction price, the Group considers multiple factors, including the effects of variable consideration, if any.

The Group's revenues from contracts with customers are recognized when the Group's performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. The majority of the Group's performance obligations are satisfied at a point in time and are typically collected from customers by debiting their brokerage account with the Group.

Brokerage Services

The Group earns commission revenue by executing, settling and clearing transactions with customers primarily in exchange-traded and over-the-counter financial instruments related to corporate equity and debt securities, money market instruments and exchange-traded options and futures contracts. Trade execution and clearing services, when provided together, represent a single performance obligation, as the services are not separately identifiable in the context of the contract. Commission revenue associated with combined trade execution and clearing services, as well as trade execution services on a standalone basis, are recognized at a point in time on trade date when the performance obligation is satisfied.

Banking Services

The Group earns revenue from two primary streams related to commissions from bank services:

•The Group earns banking commissions by executing customer orders for money transfer, purchase and sale of foreign currency, and other banking services. A substantial portion of the Group's revenue is derived from commissions from private customers through accounts with transaction-based pricing. Commission revenue is collected and recognized by the Company at a point in time at the execution of the order.

•Interchange — The Group acts as an agent between customers and international payment systems, such as VISA and MasterCard. When using third-party payment platforms or networks, the Group is an agent for the payment processing services to retail customers and, therefore, revenue is recognized on a net basis, as the Group is not primarily responsible for fulfilling the payment processing on third parties' payment platforms/networks and has no discretion in establishing the selling price of the payment processing service to the retail customer on third party payment platforms/networks. Fees from customers using third-party payment platform are earned for processing debit card transactions.

The Group launched a cashback-based loyalty program, according to which cashbacks are provided for purchases made with bank's card, depending on the customer loyalty-level. If cash or another form of consideration provided to a customer, the Group reduces the transaction price. During the year ended March 31, 2025, the Group netted its cashback incentives with bank services fee in the amount of $24.2 million.

Payment Processing

The Group earns revenue from two primary streams related to payment processing:

•Commissions from payment processing services, which include activities such as authorization, clearing, and settlement of electronic payments. The Company recognizes revenue at the time when the payment card transaction is completed. Commission rates are based on the amounts of transactions. Fees are typically billed and paid monthly.

•Provision of IT infrastructure to merchants to facilitate payments. The Company recognizes revenue at the time when the performance obligation is satisfied which is as soon as payments are facilitated. These services are typically provided under a commission rate from amounts of facilitated payments. Fees are typically billed and paid monthly.

Underwriting and market-making services

The Group earns underwriting revenues by providing capital raising solutions for corporate customers through initial public offerings, follow-on offerings, equity-linked offerings, private investments in public entities, and private placements. Underwriting revenues are recognized at a point in time on the relevant placement date, as the customer obtains the control and benefit of the capital markets offering at that point. These revenues are generally received within 90 days after the placement date. Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are included in underwriting revenues. These costs are deferred and recognized in the same period as the related investment banking transaction revenue. However, if the transaction is abandoned and does not close, the accounting treatment for the transaction-related costs may differ. In such cases, the accounting principles typically require the immediate recognition of the transaction-related expenses as an expense in the period in which the decision to abandon the transaction is made. This ensures that the costs associated with the abandoned transaction are recognized and reflected accurately in the financial statements of the entity.

Receivables and Contract Balances

Receivables arise when the Group has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. Margin lending, brokerage and other receivables are disclosed in Note 6 "Margin Lending, Brokerage and Other Receivables, Net" in the notes to consolidated financial statements.

Contract assets arise when the revenue associated with the contract is recognized before the Group's unconditional right to receive payment under a contract with a customer (i.e., unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. As of March 31, 2025, March 31, 2024 and March 31, 2023 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 March 31, 2025, March 31, 2024 and March 31, 2023 contract liability balances were not material.

During the year ended March 31, 2025, March 31, 2024 and March 31, 2023 fee and commission income was comprised of:


	Year ended March 31, 2025
	Brokerage		Banking		Insurance		Other		Total

Brokerage services	$	430,136	$	—	$	—	$	—	$	430,136
Commission income from payment processing	—		—		—		28,711		28,711
Agency fee income	—		—		—		15,616		15,616
Bank services	—		13,336		—		—		13,336
Underwriting and market-making services	11,210		—		—		—		11,210
Other fee and commission income	493		1,353		—		4,171		6,017
Total fee and commission income	$	441,839	$	14,689	$	—	$	48,498	$	505,026

Agency fee expense	—		36		284,019		—		284,055
Brokerage services	19,846		—		—		—		19,846
Bank services	4,806		14,419		538		301		20,064
Exchange services	1,546		—		—		230		1,776
Central Depository services	706		—		1		—		707
Other commission expenses	2,376		107		22		17,121		19,626
Total fee and commission expense	29,280		14,562		284,580		17,652		346,074


	Year ended March 31, 2024
	Brokerage		Banking		Insurance		Other		Total

Brokerage services	$	333,383	$	—	$	—	$	—	$	333,383
Commission income from payment processing	—		—		—		41,659		41,659
Bank services	—		25,180		—		—		25,180
Underwriting and market-making services	18,801		—		—		—		18,801
Agency fee income	—		108		296		15,468		15,872
Other fee and commission income	297		948		—		4,193		5,438
Total fee and commission income	$	352,481	$	26,236	$	296	$	61,320	$	440,333

Agency fee expense	—		—		103,020		—		103,020
Bank services	2,538		13,217		208		2,158		18,121
Brokerage services	16,506		2		3		76		16,587
Exchange services	3,133		—		—		169		3,302
Central Depository services	446		—		—		—		446
Other commission expenses	2,117		—		115		10,643		12,875
Total fee and commission expense	24,740		13,219		103,346		13,046		154,351


	Year ended March 31, 2023
	Brokerage		Banking		Insurance		Other		Total

Brokerage services	$	286,732	$	—	$	—	$	—	$	286,732
Bank services	—		17,964		—		—		17,964
Underwriting and market-making services	11,948		—		—		—		11,948
Commission income from payment processing	—		—		—		6,385		6,385
Agency fee income	—		—		87		—		87
Other fee and commission income	390		244		41		3,424		4,099
Total fee and commission income	$	299,070	$	18,208	$	128	$	9,809	$	327,215

Brokerage services	25,551		—		17		14		25,582
Agency fee expense	—		—		22,807		—		22,807
Bank services	3,175		9,097		—		—		12,272
Exchange services	2,413		—		—		218		2,631
Central Depository services	364		—		—		—		364
Other commission expenses	1,623		—		—		381		2,004
Total fee and commission expense	33,126		9,097		22,824		613		65,660