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ACQUISITIONS OF SUBSIDIARIES | 12 Months Ended
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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 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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