Freedom Holding Corp.

Freedom Holding Corporation (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for its fiscal year ended March 31, 2025 (the “Form 10-K”) by May 30, 2025, the original due date for such filing, without unreasonable effort or expense. The Company requires more time to complete the procedures relating to its year-end reporting process, including completion of the audit of the Registrant’s financial statements by the Company’s independent auditors for inclusion in the Form 10-K. The Company expects to file the Form 10-K within the extension period of 15 calendar days, as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended

The Registrant was unable to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “Form 10-K”) by the prescribed due date without unreasonable effort or expense. The Registrant has dedicated significant resources to completing the Form 10-K and is working diligently to complete the necessary work to file the Form 10-K as soon as practicable on or prior to the 15th calendar day following the prescribed due date. The Registrant generally requires more time to complete the procedures relating to its year-end reporting process

The Registrant was unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Form 10-Q”) by the prescribed due date without unreasonable effort or expense. As previously disclosed in the Form 12b-25 filed on May 31, 2023, the filing of the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “Form 10-K”) was delayed due to the additional time required by the Registrant to complete the procedures relating to its reporting process for its fiscal-year-end, including the completion of the audit of the Registrant’s financial statements by the Registrant’s independent auditors for inclusion in the Form 10-K. The Form 10-K was filed on August 3, 2023. The delayed filing of the Form 10-K had the effect of decreasing the time available for the Registrant to prepare the Form 10-Q. The Registrant is working diligently to complete the necessary work to file the Form 10-Q as soon as practicable

The Registrant was unable to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “Form 10-K”) by the prescribed due date without unreasonable effort or expense. The Registrant has dedicated significant resources to completing the Form 10-K and is working diligently to complete the necessary work to file the Form 10-K as soon as practicable on or prior to the 15th calendar day following the prescribed due date. The Registrant requires more time to complete the procedures relating to its year-end reporting process, including the completion of the audit of the Registrant’s financial statements by the Registrant’s independent auditors for inclusion in the Form 10-K, which independent auditors were appointed by the Registrant in October 2022 and have not previously performed an audit of the Registrant’s financial statements

The Registrant was unable to file its Form 10-Q for the quarterly period ended December 31, 2022 by the prescribed due date for the reasons described below. During the course of preparing the Registrant’s financial statements as of and for the three months ended December 31, 2022, based on inquiries from the Registrant’s recently appointed independent registered public accounting firm, the Registrant’s management identified that interest generated on margin loans had been reported incorrectly in the Registrant’s consolidated statements of operations for prior periods. In particular, in the consolidated statements of operations in previously issued financial statements, interest income generated on margin loans was presented as part of fee and commission income whereas it should have been presented as part of interest income. The Registrant notes that such classification errors in the statements of operations did not affect the Registrant’s net income or any per-share amounts and did not affect the balance sheet or the cash flow statement. The Registrant is currently completing its financial statements as of and for the three months ended December 31, 2022 and has been in the process of evaluating deficiencies identified in connection with its assessment of the effectiveness of the design and operation of its disclosure controls and procedures under the 2013 framework of the Committee of Sponsoring Organizations of the Treadway Commission as of December 31, 2022. As a result of the time required to evaluate the impact of these matters on the Registrant’s financial statements as of and for the three months ended December 31, 2022 and its previously filed financial statements, the Registrant was unable, without unreasonable effort or expense, to file its Form 10-Q by the prescribed due date of February 9, 2023

The Registrant was unable to file its Form 10-Q for the quarterly period ended September 30, 2022 by the prescribed due date for the reasons described below. During the course of preparing the Registrant’s financial statements as of and for the three months ended September 30, 2022, based on inquiries from the Registrant’s newly appointed independent registered public accounting firm, the Registrant’s management identified that certain loans issued and customer liabilities had been reported incorrectly in the Registrant’s consolidated statement of cash flows for prior periods. In particular, in the consolidated statements of cash flows in previously issued financial statements, certain loans issued were presented as operating activities whereas they should have been presented as investing activities, and deposits from banking institutions were presented as operating activities whereas they should have been presented as financing activities. The Registrant notes that the classification errors in the cash flow statements did not affect the income statement or the balance sheet. The Registrant is currently completing its financial statements as of and for the three months ended September 30, 2022 and is assessing whether the reclassification described above should be applied to the Registrant’s previously issued financial statements. As a result of the time required to evaluate the impact of these matters on the Registrant’s financial statements as of and for the three months ended September 30, 2022 and its previously filed financial statements, the Registrant was unable, without unreasonable effort or expense, to file its Form 10-Q by the prescribed due date of November 9, 2022

The quarterly report of the registrant on Form 10-Q could not be timely filed with unreasonable effort or expense. Management requires additional time to compile and verify the data required to be included in the report. The report will be filed within five calendar days of the date the original report was due

The annual report of the registrant on Form 10-K was not timely filed because of delays in the electronic filing process that resulted in the report filing not being accepted by the Securities and Exchange Commission’s Edgar filing system until after the 5:30 pm Eastern time filing deadline. The annual report on Form 10-K will be filed immediately following the filing of this Form 12b-25, which will be within fifteen calendar days of the date the original report was due