REG - ICFG Limited - Interim Results
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RNS Number : 0916B ICFG Limited 29 September 2025
29 September 2025
ICFG LIMITED
("ICFG" or the "Company")
Interim Results for the six months ended 30 June 2025
ICFG (LON: ICFG) is pleased to announce the Company's unaudited interim
results for the six months ended 30 June 2025.
For further information, please contact:
ICFG Limited
Via IFC
Enkhmaral Batkhuyag, Interim CEO
Strand Hanson Limited (Financial Adviser)
Rory Murphy / Abigail Wennington / David Asquith
+44 (0) 207 409 3494
Novum Securities (Broker)
Jon Bellis / Colin Rowbury
+44 (0) 207 399 9400
IFC Advisory Limited (Financial PR and IR)
Tim Metcalfe / Zach Cohen
+44 (0) 203 934 6630
ICFG LIMITED
STATEMENT OF MANAGEMENT'S RESPONSIBILITIES
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in accordance with
IAS 34 Interim Financial Reporting as adopted for use in the UK;
· the interim management report includes a fair, balanced and understandable
review of the information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.
Approved by the Board on 27 September 2025 and signed on its behalf.
NICOLA JANE WALKER
DIRECTOR
COMPANY INFORMATION
GENERAL
ICFG Limited (the "Company") is a company limited by shares, incorporated in
Guernsey on 28 May 2021 under The Companies (Guernsey) Law, 2008, (as
amended).
The Company's registration number is 69264 and its registered office is Les
Echelons Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR.
On 12 February 2025, the Company successfully completed its reverse takeover
of ICFG Pte Ltd and was readmitted to the main market of the London Stock
Exchange under the ticker symbol "ICFG," with its shares registered under ISIN
GG00BPGZTM87 and SEDOL BPGZTM8.
The Company and its subsidiaries are collectively referred to as the "Group"
in this Interim Financial Report.
PRINCIPAL ACTIVITY
The principal activity of ICFG Limited is the provision of technology-driven
financial services in emerging markets. Primarily in financial services and
microfinance, investment banking, AI and fintech solutions, real estate
development and management.
BOARD OF DIRECTORS
The Board is responsible for leading and controlling the Company and has
overall authority for the management and conduct of its business, strategy and
development. The Board is also responsible for ensuring the maintenance of a
sound internal controls and risk management (including financial, operational
and compliance controls) and for reviewing the overall effectiveness of
systems in place as well as for the approval of any changes to the capital,
corporate and/or management structure of the Company.
The Board consisted of following Directors during the period:
Chairman, Executive Director Mr Ankhbold Bayanmunkh
Chief Executive Officer, Executive Director Mr Oliver Stuart Fox*
Executive Director Mr Hirohito Namiki
Non-Executive Director Mr Robert George Shepherd
Non-Executive Director Ms Nicola Jane Walker
Non-Executive Director Mr Amar Lkhagvasuren
*Oliver Fox was Chief Executive Officer and a Director until 19 August 2025.
He resigned from his role and Ms. Enkhmaral Batkhuyag has been appointed as
Interim Chief Executive Officer, currently a non-Board position, from 19
August 2025.
CORPORATE GOVERNANCE
As a Company with a listing in the equity shares (transition) category, the
Company is not required to comply with the provisions of the UK Corporate
Governance Code 2024 published by the Financial Reporting Council of the UK.
However, the Company has elected to comply with the UK Corporate Governance
Code and to use it as a benchmark and seek to comply with its provisions to
the extent appropriate for its size and stage of development. In line with
this commitment, the Board has also established an Audit Committee, a
Nomination Committee, a Remuneration Committee and a Risk Committee each with
formally delegated duties and responsibilities and with written terms of
reference.
The Company holds quarterly board meetings with additional board meetings held
as issues which require the attention of the Board arise. The Board is
responsible for the management of the business of the Company, setting the
strategic direction of the Company and establishing the policies of the
Company. It is the Directors' responsibility to oversee the financial position
of the Company and monitor the business and affairs of the Group, on behalf of
the Shareholders, to whom they are accountable. The primary duty of the
Directors is to act in the best interests of the Company at all times. The
Board also addresses issues relating to internal control and the Company's
approach to risk management and has formally adopted an anti-corruption and
bribery policy as well as a share dealing code. The Company is led by an
effective and entrepreneurial Board, whose role is to promote the long-term
sustainable success of the Company, generating value for Shareholders and
contributing to wider society. The Board works to ensure that it has the
policies, processes, information, time and resources it needs in order to
function effectively and efficiently. The Board ensures that the necessary
resources are in place for the Company to meet its objectives and measure
performance against them.
PRESENTATION OF NUMBERS
As the Reverse Takeover was completed on 12th February 2025, the income
statement for the six months ended 30th June 2025 comprised of the information
of the subsidiaries for the period 1st Jan 2025 to 30th June 2025 and for ICFG
Limited for the period 12th Feb to 30th June 2025. Please refer to Note 25 for
more information.
REPORTING CURRENCY CHANGE
Reporting Currency Change
The Company has decided to change the Group wide reporting (presentation)
currency to U.S. Dollars (USD). The reporting currency is primarily used for
the presentation of consolidated financial statements and may differ from the
functional currencies of individual subsidiaries.
There are several key reasons for selecting USD as Group reporting currency:
Alignment within the Group and Stakeholders: USD is widely used in global
financial reporting and is often the preferred currency for international
stakeholders, investors, and financial institutions. The Group operates across
multiple jurisdictions with varying currencies, thus aligning with USD
enhances transparency and comparability, particularly for users of the
financial statements.
Simplification of Consolidation Process: From a practical perspective, using a
single reporting currency-USD-streamlines the financial consolidation process.
It requires currency conversion only at the reporting date exchange rate,
simplifying the preparation and analysis of consolidated financials.
Consistency and Comparability: Reporting in USD ensures consistency across
group entities and enhances comparability over time, especially as the Group
expands its global footprint and engage with international markets.
Accordingly, the reporting currency of the Group has been changed to USD,
effective from the beginning of this reporting period. The Board of Directors
formally approved this change on 23 September 2025.
CHIEF EXECUTIVE OFFICER'S STATEMENT
I am pleased to present the interim report and unaudited financial statements
for ICFG Limited (the "Company") for the six months to 30 June 2025.
REVERSE TAKEOVER OF ICFG PTE. LTD. AND READMISSION TO TRADING ON THE MAIN
MARKET OF THE LONDON STOCK EXCHANGE
On 12 February 2025, the Company announced the successful completion of a
reverse takeover of ICFG Pte Ltd, an acquisition previously announced on 14
March 2023. ICFG Pte Ltd, with its subsidiaries, is a group of companies with
its primary operations in the micro-finance sector, offering loans and
investment products to businesses and individuals, primarily in Asia, and has
developed technologies, including a mobile application, to sell certain of its
product lines.
In the H1 2024 comparative period, the Company was a cash shell with no
operations.
OPERATIONS
ICFG Limited, listed on the main market of the London Stock Exchange under the
ticker "ICFG," is the holding company of the Group. Through its 80.49%
interest in InvesCore NBFI JSC, a leading non-bank financial institution in
Mongolia, the Group consolidates a diversified portfolio of subsidiaries
across several countries. In Mongolia, the Group owns InvesCore Property LLC
(real estate development and management), InvesCore Capital LLC (investment
banking and brokerage), AI Lab LLC (fintech and technology development,
majority-owned), and Core Development and Engineering LLC (construction and
engineering). In the Kyrgyz Republic, it controls Pocket KG LLC (digital
lending and payments) and InvesCore CA JSC (microfinance). In Kazakhstan, it
operates InvesCore KZ Ltd and InvesCore Finance MFO LLP (microfinance and
fintech services), while in Uzbekistan it holds InvesCore UE LLC (investment
consulting). Collectively, these businesses extend ICFG's presence across
financial services, technology, and property in Mongolia and Central Asia.
In the first half of 2025, ICFG expanded its footprint with new branches in
Dornogovi Mongolia and Kyrgyzstan, while its Kazakhstan subsidiary improved
market ranking and loan growth. The Group advanced its digital transformation
through AI-driven credit scoring, big data analytics, and enhanced customer
platforms, alongside a strengthened cybersecurity framework.
Investment in people and culture also remained a priority, with leadership
development and staff engagement initiatives reinforcing the Group's values.
In H1 2025, the Company achieved total net operating income of US$25 million,
an increase from US$21.9 million in H1 2024. Profit before tax also rose to
US$15.3 million, up from US$14.8 million in the same period last year.
As part of the reverse takeover process, ICFG Limited issued 177,840,000 new
ordinary shares to the former shareholders of ICFG Pte Ltd at a valuation of
GB£0.64 per share. This transaction was recognised as a share-based payment
expense totaling US$154.9 million. As a result, our total comprehensive income
for the period was significantly reduced.
KEY ACHIEVEMENTS
The first half of 2025 marked several milestones that reflect both operational
momentum and growing reputation in the financial services sector.
ICFG Group achieved a landmark milestone by becoming the first Mongolian
financial institution listed on the London Stock Exchange. This enhances
international visibility and also broadens access to global investors.
ICFG Group's support for small and medium enterprises advanced with the
successful completion of the SME Support Program, jointly executed with Rio
Tinto, creating greater financing opportunities for Mongolia's business
community.
In March 2025, SIBJ Capital acquired Insur LLC, the sole owner of Connect Life
LLC. Connect Life LLC will focus on delivering digital-based insurance and
pension savings solutions. This strategic investment reflects ICFG Group's
commitment to building a presence in the insurance sector, particularly within
the InsurTech space, and supports its broader mission to provide accessible
financial services through fintech innovation.
In May 2025, InvesCore NBFI secured US$5 million in financing from Triple Jump
B.V., a Dutch impact investment manager committed to support inclusive and
sustainable development in emerging markets.
In June 2025, InvesCore NBFI was officially recognised as one of Mongolia's
"Top 100 Enterprises" by the Government of Mongolia and Mongolian National
Chamber of Commerce and Industry for its achievements and contributions to
Mongolia's economic and social developments.
In June 2025, InvesCore NBFI successfully secured an additional loan
equivalent to US$3 million from the international impact investment Fund EMF
Microfinance Fund, AgmvK (EMF). This marks the sixth round of funding from
EMF, bringing total financing received from EMF to US$16 million. This
milestone reflects the continued confidence of international investors in
InvesCore NBFI's growth, market expansion, financial stability, sound
corporate governance, and commitment to transparency.
CONVERTIBLE LOAN FACILITY
On 28 January 2025, the Company received £200,000 for the last tranches of
The Series C Convertible Loans with an interest rate equating to a fixed
amount of five per cent. per annum. In total £1.5m of the Series C
Convertible Loan was received by the Company.
On 12 February 2025, the Series C Convertible Loan, in addition to two earlier
convertible loans announced in 2023, converted into ordinary shares in ICFG
Limited in accordance with the terms of these loans. In total convertible
loans of £3.5m plus interest accrued converted into 6,357,116 shares that
were issued on completion of the reverse takeover.
On 4 December 2024, the Company announced it had obtained a further unsecured
committed facility of up to £2 million via a convertible loan note instrument
(the "Series D Convertible Loan"). The Series D Convertible Loan was made
available in two tranches over December 2024 and January 2025 an interest rate
equating to a fixed amount of ten per cent. per annum. The two tranches
(totaling £2,000,000) were received by the Company. The Series D Convertible
loan provides the lender the option to convert the loan principle plus
interest into ordinary shares of the Company at the readmission price of 64
pence by 31 December 2025 or repayment be made by the Company in cash.
BOARD AND MANAGEMENT CHANGE
Mr. Oliver Stuart Fox resigned as Chief Executive Officer ("CEO") of the
Company on 19 August 2025. In addition, Mr. Benjamin Proffitt resigned as
Chief Financial Officer ("CFO"), a non-Board role on 19 August 2025. Their
resignations followed the successful completion of the reverse takeover.
As the Company enters a new chapter following its reverse takeover, the Board
has made interim appointments from within the Group, selecting individuals
with a strong understanding of the business. Ms. Enkhmaral Batkhuyag has been
appointed interim Chief Executive Officer and will be appointed as Executive
Director, subject to customary due diligence. In addition, Ms. Tserennadmid
Ganbaatar has been appointed interim Chief Financial Officer of the Company.
FORWARD LOOKING STATEMENT
The Company remains confident in its ability to deliver growth in the second
half of the year, supported by a resilient balance sheet, diversified revenue
streams, and prudent cost and risk management. While macroeconomic challenges
persist, including inflationary pressures, interest rate volatility, and
foreign exchange fluctuations, the Company believes its strong capital
position and disciplined execution provide a solid foundation to navigate the
evolving environment.
The Company's strategic priorities remain consistent, with ongoing investment
in digital capabilities, customer service, and operational efficiency aimed at
driving sustainable, long-term value creation. Subject to no material changes
in market conditions, the Board anticipates the Group's full-year performance
to be broadly in line with current management expectations.
On behalf of the Board, I thank the shareholders and advisors of the Company
for their continued support.
ENKHMARAL BATKHUYAG
INTERIM CHIEF EXECUTIVE OFFICER
27 September 2025
DIRECTORS REPORT
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the interim report and unaudited
financial statements, in accordance with applicable law and regulations. The
Directors confirm to the best of their knowledge that:
· the condensed set of unaudited financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting' of UK-adopted
International Accounting Standards;
· this interim report includes a fair review of the information required by DTR
4.2.7R of the FCA's Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial period and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial period;
· the interim report includes a fair review of the information required by DTR
4.2.8R (disclosure of related parties transactions and changes therein); and
· the condensed set of unaudited financial statements, which has been prepared
in accordance with the applicable set of accounting standards, gives a true
and fair view of the assets, liabilities, financial position and profit or
loss as required by DTR 4.2.10R.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Company's transactions and which disclose
with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with The Companies
(Guernsey) Law, 2008 (as amended). They are also responsible for taking such
steps as are reasonably open to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
PRINCIPAL RISKS AND UNCERTAINTIES
The following is a summary of key risks that, alone or in combination with
other events or circumstances, the Directors has determined could have a
material adverse effect on the Company's business, financial condition,
results of operations and prospects. The Company has considered circumstances
such as the probability of the risk materialising, the potential impact which
the materialisation of the risk could have on the Company's business,
financial condition, and prospects, and the attention that management would,
on the basis of current expectations, have to devote to these risks if they
were to materialise:
· Slower global economic growth, persistent inflationary pressures, and elevated
interest rates continue to create uncertainty in capital markets and weigh on
consumer and business confidence. These conditions may reduce demand for the
Group's products and services, as both households and businesses may limit
spending, borrowing, or investment. Inflationary pressures may also drive up
the Group's operating costs, including staff expenses, funding costs, and
general administrative overheads, while elevated interest rates could further
increase the cost of borrowing and reduce margins. If such conditions persist
or worsen, they could materially and adversely affect the Group's revenues,
profitability, liquidity position and overall financial performance.
· Volatility in foreign exchange markets, particularly between the US dollar,
British pound and other operational currencies, may adversely affect the
Group's financial performance. As the Group generates revenues and incurs
costs across multiple jurisdictions, fluctuations in exchange rates may result
in mismatches between revenue and cost bases, adversely affecting reported
profitability and cash flows. While hedging strategies may be used, they may
not fully mitigate these risks, and adverse movements could materially affect
the Group's business, results of operations and prospects.
· The Group faces competition in each business activity and the products and
services it offers in microlending and other neo-banking services, investment
banking, property management and IT development. Competitors may leverage
greater scale, pricing flexibility, brand strength, or more innovative
technologies to attract customers, while mergers and acquisitions could
further consolidate their market power. If the Group is unable to keep pace
with such developments or effectively align its products and services with
market needs, its market share, growth, financial condition, and prospects
could be materially adversely affected. The Group faces competition in each
business activity and the products and services it offers in microlending and
other neo-banking services, investment banking, property management and
IT development.
· The Group, particularly through InvesCore NBFI, is exposed to counterparty
credit risk, where a failure by counterparties to meet their financial
obligations could significantly impact its business, financial condition, and
results of operations. Large defaults could hinder the Group's ability to
achieve its objectives, and exposure is further constrained by regulatory
limits set by the respective authorities, which cap single borrower exposure
relative to equity for microfinance entities.
Additional risks and uncertainties not presently known to the Directors, or
that the Directors currently consider to be immaterial, may individually or
cumulatively also have a material adverse effect on the Company's business,
prospects, results of operations, and financial position. If any or a
combination of these risks actually occurs, the business, prospects, results
of operations and/or financial position of the Company's business could be
materially and adversely affected.
We continue to actively monitor these risks and implement appropriate
mitigation strategies to protect the Group's financial health and strategic
objectives.
GOING CONCERN
The Directors believe that the Company has adequate financial resources to
continue its operational existence for at least 12 months from the date of the
approval of these financial statements.
Accordingly, the Directors believe that it is appropriate to continue to adopt
the going concern basis in preparing the financial statements.
Signed on behalf of the Board by:
NICOLA JANE WALKER
DIRECTOR
27 September 2025
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025
Note Consolidated Consolidated
30 June 30 June
2025 2024
USD'000 USD'000
Unaudited Unaudited
Interest income calculated using EIR 5 41,336 29,594
Interest and similar expense 5 (15,042) (10,688)
Net interest income 26,294 18,906
Fee and commission income 6,111 3,676
Fee and commission expense (284) (87)
Net fee and commission income 5,827 3,589
Revenue from contracts with customers 552 2,180
Cost of sales (148) (811)
Rental income 468 382
Total revenue from contracts with customers 872 1,751
Net trading Income 443 5
Impairment losses on financial assets 6 (9,514) (2,776)
Other operating income 7 968 466
Net operating income 24,890 21,941
Employee costs (5,131) (3,815)
Depreciation of property, plant and equipment (406) (289)
Amortization of right-of-use assets (218) (245)
Amortization of intangible assets (108) (90)
Other operating expenses (3,438) (2,697)
Share Based Payments on Reverse Acquisition 25 (154,891) -
Profit/(Loss) before tax (139,302) 14,805
Income tax expense 8 (4,591) (3,679)
Profit/(Loss) for the period (143,893) 11,126
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025 (CONTINUED)
Note Consolidated Consolidated
30 June 30 June
2025 2024
USD'000 USD'000
Unaudited Unaudited
Profit for the period attributable to:
Owners of the parent company (146,356) 9,077
Non-controlling interests 2,463 2,049
Other comprehensive income:
Items not to be classified in profit or loss (net of taxes):
- Net change in Fair value of equity investments at FVTOCI (28) 55
Items that will or may be classified in profit or loss (net of taxes):
- Exchange gain/(loss) arising from translation of foreign 603 481
operations
Other comprehensive income/(loss) for the period, net of taxes 575 536
Other comprehensive income/(loss) for the period attributable to:
Owners of the parent company (617) 521
Non-controlling interests 42 15
Total comprehensive income for the period (143,318) 11,662
Total comprehensive income attributable to:
Owners of the parent company (145,823) 9,598
Non-controlling interests 2,505 2,064
Earnings per share (USD per share) 9 (0.90) 1.63
The accompanying notes form an integral part of these financial statements
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Note Consolidated Consolidated
30 June 2025 31 December 2024
USD'000 USD'000
Unaudited Unaudited
Assets
Cash and bank balances 10 25,033 40,376
Bank balances held on behalf of customers - 117
Loans and advances to customers 11 235,447 214,849
Financial assets at FVTPL 12 1,065 1,147
Financial assets at FVOCI 12 5,991 6,401
Financial assets at amortised cost 163 -
Derivative financial assets 141 -
Other financial assets 13 2,641 1,598
Other non-financial assets 2,560 1,311
Inventories 3,130 3,394
Repossessed collateral 780 691
Assets held for sale 2,228 967
Property, plant and equipment 5,691 5,896
Intangible assets 2,285 1,252
Right-of-use assets 1,007 1,048
Deferred tax assets 103 381
Goodwill 82 85
Total assets 288,347 279,513
Liabilities
Borrowed funds 15 96,559 94,928
Bonds payable 16 41,426 36,634
Private placement of deposits 17 54,623 59,647
Convertible liability 3,727 -
Derivative financial liabilities - 176
Due to customers 10 452
Other financial liabilities 5,865 4,431
Contract liability 288 133
Lease liabilities 1,040 1,096
Other non-financial liabilities 1,036 1,049
Current tax liabilities 2,545 2,361
Deferred tax liabilities 70 -
Total liabilities 207,189 200,907
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025 (CONTINUED)
Note Consolidated Consolidated
30 June 2025 31 December 2024
USD'000 USD'000
Unaudited Unaudited
Equity
Share capital 18 5,145 5,145
Share premium 148,679 -
Merger Reserve 15,331 -
Fair value reserve 1,558 1,313
Retained earnings (103,669) 55,201
Translation reserve (11,589) (6,345)
Total equity attributable to the owners of the parent 55,455 55,314
Non-controlling interests 14 25,703 23,292
Total equity 81,158 78,606
Total liabilities and equity 288,347 279,513
The accompanying notes form an integral part of these financial statements
The financial statements were approved and authorised for issue by the Board
of Directors on 27 September 2025 and were signed on its behalf by:
Nicola Jane Walker
Director
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025
Share capital Fair value reserve Translation reserve Retained earnings Total equity attributable to the owners of the parent Non-controlling interests Total Equity
Merger reserve
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Balance at 31 December 2023 5,145 - 3,213 (6,820) 46,124 47,662 17,818 65,480
Profit for the period - - - - 9,077 9,077 2,049 11,126
Other comprehensive income - - (1,900) 476 - (1,424) 15 (1,409)
Total comprehensive income - - (1,900) 476 9,077 7,653 2,064 9,717
Merger - - - - - - - -
Addition - - - - - - 3,636 3,636
Dividends paid - - - - - - (227) (227)
Total transactions with shareholders - - - - - - 3,409 3,409
Balance at 31 December 2024 5,145 - 1,313 (6,344) 55,201 55,315 23,291 78,606
(Unaudited)
The accompanying notes form an integral part of these financial statements
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025 (CONTINUED)
Share capital Share premium Fair value reserve Translation reserve Retained earnings Total equity attributable to the owners of the parent Non-controlling interests Total Equity
Merger reserve
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Balance at 31 December 2024 5,145 - - 1,313 (6,344) 55,201 55,315 23,291 78,606
Profit for the period - - - - - (146,356) (146,356) 2,463 (143,893)
Other comprehensive income - - - (80) (2,945) - (3,025) 42 (2,983)
FX translation - - - 108 (2,300) (12,694) (14,885) 792 (14,093)
Total comprehensive income - - - 28 (5,244) (159,050) (164,266) 3,297 (160,969)
Merger - - 15,331 - - 15,331 - 15,331
Issued share capital - 146,209 - - - - 146,209 173 146,382
Addition - 2,470 - 217 - 179 2,866 (48) 2,818
Dividends paid - - - - - - - (1,010) (1,010)
Total transactions with shareholders 5,145 148,679 15,331 217 179 164,406 (885) 163,521
Balance at 30 June 2025 5,145 148,679 15,331 1,558 (11,589) (103,669) 55,455 25,703 81,158
(Unaudited)
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025
Note Consolidated Consolidated
30 June 2025 30 June 2024
USD'000 USD'000
Unaudited Unaudited
Cash flows from operating activities
Profit for the period (143,893) 11,126
Adjustments:
Depreciation of property, plant and equipment 406 289
Amortisation of right-of-use assets 218 245
Amortisation of intangibles 107 90
Gain on sales of property, plant and equipment, net (20) -
Loss on write-off of property, plant and equipment, net - -
Loss on disposal of property, plant and equipment, net 14 -
Gain on sales of repossessed collateral - -
Impairment loss/(reversal) on repossessed collateral (25) 248
Loss on sales of non-current asset held for sale - -
Unrealised loss from foreign exchange rate differences 178 (61)
Interest income from non-customer loans 5 - (294)
Interest Expense 5 15,037 10,688
Dividend income (55) (113)
Fair value change of financial instruments at FVTPL (318) 26
Fair value change of financial instruments at FVTOCI 20 -
Gain on securities trading, net 5 (30)
Loss on disposal of foreclosed properties (2) -
Impairment losses on financial instruments 12 9,786 2,528
Income tax expense 8 4,591 3,679
NCI 917 -
Other non-cash items 263 52
(112,771) 28,473
Changes in operating assets and liabilities:
Cash received from customers for pending allocation of securities 114 -
Increase in loans to customers 11 (38,206) (28,778)
Due from banks with original maturities of more than 3 months 853 -
Derivatives - (83)
Finance lease receivables - (2,827)
Other financial assets 13 (4,171) 3,734
Other non-financial assets (1,542) (1,324)
Due to customers (430) -
Inventories 113 1,057
Repossessed collateral - (163)
Liability at FVTPL - (1,924)
Other financial liabilities (422) 1,453
Contract liabilities 164 58
Other non-financial liabilities 257 384
Cash used in operations (156,041) 60
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025 (CONTINUED)
Note Consolidated Consolidated
30 June 2025 30 June 2024
USD'000 USD'000
Unaudited Unaudited
Income taxes paid 8 (3,935) (3,211)
Interest received on non-customer loans 5 (172) 207
Interest paid 5 (14,186) (7,572)
Net cash flows used in operating activities (174,334) (10,576)
Cash flows from investing activities
Purchases of property, plant and equipment (597) (344)
Sales of property, plant and equipment 103 92
Purchases of intangibles (1,217) (60)
Purchases of investments 12 (4,747) (7,305)
Proceeds from sale of investments 12 4,939 2,142
Proceeds from maturity of investments - 362
Dividends received 55 113
Net cash flows used in investing activities (1,464) (5,000)
Cash flows from financing activities
Issued share capital 154,599 -
Addition to NCI 173 -
Dividend paid to NCI (1,010) (227)
Proceeds from drawdown of borrowings 15/23 57,184 84,619
Repayment of principal of borrowings 15/23 (52,038) (65,080)
Proceeds from private placement of deposit 17 32,248 41,702
Repayment of private placement of deposit 17 (36,097) (36,424)
Proceeds from issued bonds 16/23 13,401 7,781
Repayment of issued bonds 16/23 (6,833) (2,942)
Principal lease payment (211) (389)
Net cash from financing activities 161,416 29,040
Net increase/(decrease) in cash and cash equivalents (14,382) 13,524
Cash and cash equivalents at beginning of period 40,376 24,405
Cash acquired on merger 931 -
Exchange movement on cash and cash equivalents (2,177) (312)
Cash and cash equivalents at end of period 24,748 37,617
The accompanying notes form an integral part of these financial statements
ICFG LIMITED
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025
1. Reporting entity
Please see the audited historical financial information of the Group for
details on the reporting entity and group companies.
2. Basis of preparation
The Interim Condensed Consolidated Financial statements are presented in
United States Dollars ("USD" or "US$"). The functional currency of the parent
Company (ICFG Limited) is GBP.
This Interim Condensed Consolidated Financial Statements has been prepared in
accordance with IAS 34 as issued by the International Accounting Standards
Board. They do not include all of the information required in annual
financial statements in accordance with IFRS, and should be read in
conjunction with the consolidated historical financial information for the
year ended 31 December 2024.
As at 30 June 2025, the Group's total asset amount was USD ('000) 288,347 and
the total liability amount was USD ('000) 207,189. The Group is in a net asset
position. The Interim condensed consolidated financial statements have been
prepared on a going concern basis which contemplates continuity of normal
business activities and the realization of assets and settlement of
liabilities in the ordinary course of business.
The directors have determined that it is appropriate to prepare the Interim
condensed consolidated financial statements on a going concern basis taking
into consideration the financial position of the Group for the period ended
30(th) June 2025.
Changes in accounting policies
(a) New standards, interpretations and amendments adopted from 1 January
2025
The following amendments are effective for the period beginning after 1
January 2025:
- Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in
Foreign Exchange Rates)
- IFRS Practice Statement - Management Commentary (Voluntary adoption from
23 June 2025)
These amendments to various IFRS Accounting Standards are mandatorily
effective for reporting periods beginning on or after 1 January 2025. The
adoption of the above amendments did not have a material impact on the Group.
(b) New standards, interpretations and amendments not yet effective
There are a number of amendments to the standards, and interpretations which
have been issued by the IASB that are effective in future accounting periods
that the Group has decided not to adopt earlier.
The following amendments are effective for the period beginning 1 January
2025:
- IFRS 18 - Presentation and Disclosure in Financial Statements
- FRS 19 - Subsidiaries without Public Accountability: Disclosures
- Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of
Financial Instruments
- Annual Improvements to IFRS - Volume 11
- Contracts Referencing Nature-dependent Electricity
The Group does not anticipate that any other standards issued by the IASB,
which are yet to become effective, will have a material impact on the Group.
Please see the audited historical financial information of the Group for
further details on the basis of preparation of this interim historical
financial information.
As the Reverse Takeover was completed on 12th February 2025, the income
statement for the six months ended 30th June 2025 comprised of the information
of the subsidiaries for the period 1st Jan 2025 to 30th June 2025 and for ICFG
Limited for the period 12th Feb to 30th June 2025. Please refer to Note 25 for
more information.
3. Critical accounting estimates and judgements
The Group relies on certain estimates and assumptions concerning the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions taken in production of these Interim Condensed Consolidated
Financial Statements have been applied consistently with the approach taken
for the audited historical financial information of the Group.
Please see the audited historical financial information of the Group for
further details on the basis of critical accounting estimates and judgements
made in the preparation of this Interim Condensed Consolidated Financial
Statements.
4. Accounting policies
Please see the audited historical financial information of the Group for
details on the accounting policies applied in the preparation of this Interim
Condensed Consolidated Financial.
5. Net interest income
30 June 30 June
2025 2024
Interest income calculated using the EIR: USD'000 USD'000
Loans and advances to customers 40,728 29,299
Financial investments 446 119
Term deposit at bank 120 141
Current account at bank 42 35
Total interest income 41,336 29,594
Interest and similar expense:
Private placement of trust deposits (4,646) (3,695)
Borrowed funds (6,629) (4,527)
Issued bonds (3,579) (1,938)
Interest expense on financial liabilities at FVTPL - (159)
Derivative financial instruments (53) (265)
Accretion of interest on lease liabilities (135) (103)
Other financing costs - (1)
Total interest expense (15,042) (10,688)
Net interest income 26,294 18,906
Interest income split by geographical markets is as follows:
30 June 30 June
2025 2024
By primary geographic markets: USD'000 USD'000
Mongolia 38,270 27,900
Other Asian countries 3,066 1,694
Total interest income 41,336 29,594
6. Impairment losses on financial assets
30 June 30 June
2025 2024
USD'000 USD'000
Loans and advances to customers (8,056) (2,609)
Repayment of written-off loans 272 134
Other financial assets (1,730) (301)
Total (9,514) (2,776)
7. Other operating income
30 June 30 June
2025 2024
USD'000 USD'000
Dividend income 55 113
Reversal of impairment of other real estate 25 -
Gain on sales of property, plant and equipment, net 20 -
Gain on sales of assets held for sale 2 -
Property management income 182 144
Cleaning and maintenance services income 63 44
Other income 621 165
Total other operating income 968 466
8. Income tax
The income tax expense for the periods ended 30 June 2025 and 2024 is:
30 June 30 June
2025 2024
Income tax expense USD'000 USD'000
Current tax expense
Current tax on profits for the period 4,244 3,639
Deferred tax expense
Deferred tax charge 347 40
Total income tax 4,591 3,679
A reconciliation of income tax expense applicable to profit before tax for the
periods ended 30 June 2025 and 2024 are as follows:
30 June 30 June
2025 2024
USD'000 USD'000
Loss before tax (139,302) 14,805
Income tax expenses at statutory rate of 25% based on net profit before (34,825) 3,883
taxation
Effect of lower tax rate on profit below MNT 6 billion 216 (265)
Effect on expenses that are non-deductible 290 (63)
Different tax rate applied in overseas jurisdiction (90) (278)
Effect on income not taxable - 431
Effect on income subject to flat 5% and 10% 38,991 (29)
Income tax credit 9 -
Tax expense 4,591 3,679
Movements in the income tax payable for the reporting period is as follows:
30 June 31 Dec
2025 2024
USD'000 USD'000
Balance at 1 January 2,872 2,904
Balance acquired on merger - -
Current tax expense for the period 4,233 3,639
Income taxes paid (3,935) (3,211)
Tax reduction 9 -
Foreign exchange on translation (634) (460)
Balance at the reporting period 2,545 2,872
During the periods ended June 2025 and 2024, the Group was subject to
incremental tax rates on certain bands of profit below the minimum 15% level
mandated by the OECD's Pillar Two Model Rules. However, due to the
application of higher income tax rates on certain bands of profit within the
tax jurisdictions in which the Group operates, the effective rate of tax paid
by the Group on its taxable profit exceeds this 15% threshold. As a
consequence, the provisions of the OECD Pillar Two Model Rules are not
considered to have any impact on the Group's tax exposures.
As at 1 January 2025 As at 30 June 2025
USD'000 USD'000
Deferred tax assets/(liabilities)
Revaluation of financial investments measured at FVOCI (82) (58)
Fair value change in derivatives - 32
Timing difference from loan interest 189 210
Lease liabilities 2 2
Cash and cash equivalents 2 2
Other financial assets 45 -
Trade payable 225 (12)
Right of use assets 2 2
Property, plant and equipment (2) (2)
Others - (134)
FCTR - (9)
Gross deferred tax assets 381 103
Gross deferred tax liabilities - (70)
Net deferred tax assets 381 33
As at 1 January 2024 As at 31 December 2024
USD'000 USD'000
Deferred tax assets/(liabilities)
Revaluation of financial investments measured at FVOCI 24 (82)
Timing difference from loan interest 141 189
Timing difference in revenue recognition 3 -
Lease liabilities 22 2
Cash and cash equivalents 7 2
Other financial assets - 45
Trade payable - 225
Amortization of intangible assets (252) -
Right of use assets (17) 2
Property, plant and equipment - (2)
FCTR - -
Gross deferred tax assets 28 381
Gross deferred tax liabilities (101) -
Net deferred tax (liabilities)/assets (72) 381
9. Earnings per share
(a) Basic
Earnings per share is calculated based on the net loss attributable to
shareholders after accounting for the share-based payment expense arising from
the reverse acquisition, in accordance with IFRS 2. Basic earnings per share
is calculated by dividing the loss attributable to equity holders of the Group
by the weighted average number of ordinary shares in issue during the period.
30 June 30 June
2025 2024
USD'000 USD'000
Profit from continuing operations attributable to equity holders of the Group (143,893) 11,126
Weighted average number of ordinary shares in issue 160,197,580 6,814,384
Basic and fully diluted loss per share from continuing operations - USD (0.90) 1.63
As at 30 June 2025 and 2024 there were no potentially dilutive instruments in
issue for consideration in arriving at the fully diluted loss per share.
10. Cash and bank balances
30 June 31 December 2024
2025
USD'000 USD'000
Cash in hand 43 -
Current account at bank 24,551 36,170
Demand deposits - -
Term deposits 441 1,427
Accumulated interest receivable 2 24
Total cash and bank balances 25,037 37,621
Less: Allowance for impairment losses (4) (4)
Net cash and bank balances 25,033 37,617
Less: Deposit with original maturity more than three months (289) -
Cash and cash equivalent 24,744 37,617
Summary of the allowance for impairment losses on cash and cash equivalent
balances with other banks is as follows:
30 June 31 December 2024
2025
USD'000 USD'000
Current account at bank (4) (4)
Deposits at bank - -
Total allowance for impairment losses (4) (4)
Movement of provision for impairment of other receivables is as follows:
30 June 31 December 2024
2025
USD'000 USD'000
Balance at 01 January (4) (5)
Net charge/(reversal) for the period - 1
Balance at reporting period (4) (4)
As of 30 June 2025 and 31 December 2024, the Group's cash and cash equivalent
balances denominated in various currencies are as follows:
30 June 31 December 2024
2025
USD'000 USD'000
Mongolian tugrugs (MNT) 21,114 28,796
Japanese Yen (JPY) 496 787
United States Dollar (USD) 1,215 6,878
Kyrgyzstani Som (KGS) 1,341 399
Kazakhstani Tenge (KZT) 350 440
Uzbekistani Som (UZK) 162 177
Euro (EUR) 299 140
British Pound Sterling (GBP) 32 -
Singapore Dollar (SGD) 24 -
Total 25,033 37,617
11. Loans and advances to customers
Balance of loans and advances - by product type:
30 June 31 December 2024
2025
USD'000 USD'000
Consumer loan 12,673 16,524
Digital loan 86,245 72,522
Business loan 60,377 81,336
Vehicle loan* 91,587 54,568
Credit card loan - 170
Total loans and advances to customers 250,882 225,119
Less: Deferred loan origination fees (1,319) (993)
Less: Allowances for loans and advances to customers (14,116) (9,277)
Net loans and advances to customers 235,447 214,849
* Investments in finance leases (lease receivables) were reclassified to Loan
and advances to customers at the year ended 31 December 2024.
The split of the expected credit loss allowance by the main product type is as
follows:
Consumer loans Digital Business loan Vehicle loan Credit card loan Total
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Balance at 1 January 2025 1,112 1,593 5,751 821 - 9,277
Increased during the period 508 4,259 202 1,281 - 6,250
Write-off - (1,792) (867) (55) - (2,714)
Foreign exchange movements 107 522 429 245 - 1,303
Balance at 30 June 2025 1,727 4,582 5,515 2,292 - 14,116
Balance at 1 January 2024 795 1,618 2,316 436 2 5,167
Increased during the period 310 404 3,442 374 (2) 4,528
Write-off - - - - - -
Foreign exchange movements 7 (429) (7) 11 - (418)
Balance at 31 December 2024 1,112 1,593 5,751 821 - 9,277
Balance of loans and advances - by stage:
30 June 31 December 2024
2025
USD'000 USD'000
Gross carrying amount
Stage 1 203,366 202,635
Stage 2 20,545 10,832
Stage 3 25,652 10,659
249,563 224,126
Less: Allowance for impairment losses
Stage 1 (1,575) (673)
Stage 2 (2,368) (2,291)
Stage 3 (10,173) (6,313)
(14,116) (9,277)
Provision for impairment of loan receivable
The Group applies the IFRS 9 general three-stage approach to measure expected
credit losses.
To measure expected credit losses on a collective basis, loan receivables are
grouped based on similar credit risk profile and aging.
Movement in the impairment allowance of loan receivables is as follows:
30 June 31 December 2024
2025
USD'000 USD'000
At 1 January (9,277) (5,167)
Increased during the period (6,250) (4,528)
Written off 2,714 -
Foreign exchange movement (1,303) 418
At Reporting period (14,116) (9,277)
Movement between stages of loan receivables is as follows:
Stage 1 Stage 2 Stage 3 Total
USD'000 USD'000 USD'000 USD'000
At 1 January 2025 201,962 8,541 4,346 214,849
Issued during the period 192,643 - - 192,643
Repaid during the period (150,642) (1,712) 219 (152,135)
Movement to Stage 1 1,313 (1,066) (247) -
Movement to Stage 2 (17,829) 17,981 (152) -
Movement to Stage 3 (11,492) (2,721) 14,213 -
Foreign exchange movement (11,146) (1,239) 7,275 (5,110)
204,809 19,784 25,654 250,247
-
Change in interest receivables 244 889 805 1,938
Fee deferral (1,213) (57) (49) (1,319)
Impairment allowance (1,575) (2,368) (10,173) (14,116)
Foreign exchange movement (474) (71) (758) (1,303)
At 30 June 2025 201,791 18,177 15,479 235,447
Stage 1 Stage 2 Stage 3 Total
USD'000 USD'000 USD'000 USD'000
At 1 January 2024 128,744 4,461 4,180 137,385
Issued during the period 302,660 - - 302,660
Repaid during the period (207,126) (2,773) (3,634) (213,533)
Movement to Stage 1 706 (539) (167) -
Movement to Stage 2 (8,006) 8,074 (68) -
Movement to Stage 3 (8,383) (1,065) 9,448 -
Foreign exchange movement (7,136) 2,324 (1,013) (5,825)
201,459 10,482 8,746 220,687
Change in interest receivables 1,556 255 824 2,635
Fee deferral (953) (10) (30) (993)
Impairment allowance (673) (2,291) (6,313) (9,277)
Foreign exchange movement 573 105 1,119 1,797
At 31 December 2024 201,962 8,541 4,346 214,849
The Group applies the IFRS 9 general three-stage approach to measure expected
credit losses. To measure expected credit losses on a collective basis, loan
receivables are grouped based on similar credit risk profile and aging. ECL is
estimated by using seven periods of historical data and current period data.
The historical probability of default is calculated by considering both actual
and forward-looking macroeconomic factors. The Group incorporates factors such
as GDP growth, fluctuations in coal and copper prices, and the policy rate of
the Central Bank, which are deemed to primarily impact expected credit losses.
The carrying value of the loans and advances approximates their fair value.
Movement of expected credit losses movement between stages is as follows:
Stage 1 Stage 2 Stage 3 Total
USD'000 USD'000 USD'000 USD'000
Balance at 1 January 2025 673 2,291 6,313 9,277
Issued during the period 2,610 928 6,234 9,772
Repaid during the period (941) (1,057) (1,524) (3,522)
Movement to Stage 1 348 (70) (278) -
Movement to Stage 2 (284) 371 (87) -
Movement to Stage 3 (1,305) (166) 1,471 -
Write-off - - (2,714) (2,714)
Foreign exchange 474 71 758 1,303
Balance at 30 June 2025 1,575 2,368 10,173 14,116
Stage 1 Stage 2 Stage 3 Total
USD'000 USD'000 USD'000 USD'000
Balance at 1 January 2024 1,561 382 3,224 5,167
Issued during the period 260 2,117 3,857 6,234
Repaid during the period (919) (185) (602) (1,706)
Movement to Stage 1 (387) 167 220 -
Movement to Stage 2 53 (223) 170 -
Movement to Stage 3 87 28 (115) -
Write-off - - - -
Foreign exchange 18 5 (441) (418)
Balance at 31 December 2024 673 2,291 6,313 9,277
12. Financial investments
Financial assets at FVOCI: 30 June 31 December 2024
2025
USD'000 USD'000
Debt instruments
MIK Bond - -
Golomt Bond 5,414 5,335
Equity Securities
Listed
Golomt Bank JSC 557 706
Xac Bank JSC 5 342
Khan Bank JSC 15 18
Total 5,991 6,401
FVTOCI debt instruments are held within the business model for the purposes of
both collecting contractual cash flows and selling financial assets.
Contractual terms of the financial assets give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal
amount outstanding.
Financial assets at FVTPL: 30 June 31 December 2024
2025
USD'000 USD'000
Debt instruments
Listed
InvesCore Global Q ETF LLC 16 3
MGMTGE 11.5% bond - 304
ABS 117 39
GLMTMO 1105/20/27 bond - 14
Omni 2 112 -
Unlisted
InvesCore A Bond 2.9 - 148
Active Bond 2.2 28 29
Pocket Bond 1.6 - 15
Pocket Bond 1.1 - 6
Unet Bond 1.3 - 1
Equity Securities
Listed stocks
Golomt Bank - 71
Xac Bank - 7
QQQ 17JAN25 460P options - 1
MGL Aqua JSC 483 231
APU 5 6
TDB 50 61
Q Pay 130 64
Private fund units
InvesCore Ri Cycle Private Fund LLC 124 130
Interest Receivables - 17
Total 1,065 1,147
13. Other financial assets
30 June 31 December 2024
2025
USD'000 USD'000
Due from borrowers* 2,678 688
Due from related parties 104 390
Due from employees 84 317
Receivables related to underwriting services - -
Other receivables 1,749 544
Total other financial assets 4,615 1,939
Less: Allowance for impairment losses (1,974) (341)
Net other financial assets 2,641 1,598
*Receivables from borrowers include direct expenses incurred during the
transfer of collateral assets to the Group according to the fiduciary
contract, such as legal expenses and taxes related to collateral assets.
Movement in the impairment allowance for these receivables is as follows:
30 June 31 December 2024
2025
USD'000 USD'000
As at 1 January (341) (206)
Impairment loss for the period (1,695) (199)
Write-off during the period 13 64
Foreign exchange translation 44 -
As at reporting period (1,974) (341)
14. Non-controlling interests
InvesCore NBFI JSC, a subsidiary 80.69% owned by the Group (2024: 80.82%), AI
Lab LLC, a subsidiary 60% owned by the Group (2024: 60%), and InvesCore CA
MFC, a subsidiary 70.99% owned by the Group (2024: 59.39%) have significant
non-controlling interests (NCI). Summarized financial information for
InvesCore NBFI JSC and AI Lab LLC, before intra-group eliminations, is
presented below along with the amounts attributable to NCI:
For the period ended 30 June 31 December 2024
2025
USD'000 USD'000
Statement of Comprehensive income:
Interest income calculated using the EIR 41,319 29,502
Interest and similar expense (14,986) (10,551)
Net interest income 26,333 18,951
Fee and commission income 5,507 3,105
Fee and commission expense (126) (57)
Net fee and commission income 5,381 3,048
Revenue from contracts with customers 793 499
Total revenue from contracts with customers 793 499
Net trading income 313 -
Impairment losses on financial instruments (9,786) (2,780)
Other operating income 457 98
Total operating income 23,491 19,816
Employee costs (3,567) (2,818)
Depreciation of property, plant and equipment (323) (204)
Amortization of right-of-use assets (227) (171)
Amortization of intangible assets (117) (94)
Other operating expenses (2,614) (2,082)
Profit before tax 16,643 14,447
Tax expense (4,455) (3,542)
Profit for the period 12,188 10,905
Profit attributable to NCI 2,463 2,049
Other comprehensive income allocated to NCI 42 15
Total comprehensive income attributable to NCI 2,505 2,064
Dividends paid to NCI (1,010) (227)
Statement of cash flows:
Cash flows to operating activities (19,446) (11,785)
Cash flows to investing activities (498) (5,269)
Cash flows from financing activities 6,575 30,656
Net cash flow (13,369) 13,602
30 June 31 December 2024
2025
USD'000 USD'000
Statement of financial position:
Assets:
Cash and bank balance 24,453 37,127
Loans and advances to customers 235,426 161,921
Other financial assets 2,092 1,659
Other non-financial assets 2,161 985
Repossessed collateral 780 217
Property, plant and equipment 4,042 3,294
Intangible assets 2,564 1,438
Right-of-use assets 1,007 1,459
Deferred tax assets 91 12
Liabilities:
Borrowed funds 95,236 77,944
Bond payables 41,426 24,769
Current tax liabilities 2,452 2,675
Other financial liabilities 57,895 8,128
Contract liabilities 22 169
Other non-financial liabilities 553 1,164
Lease liabilities 1,068 1,187
Accumulated non-controlling interests 25,740 21,090
15. Borrowed funds
At 30 June 2025 At 31 December 2024
Book value Fair value Book value Fair value
USD'000 USD'000 USD'000 USD'000
From banks
- Secured 44,616 43,135 43,358 44,116
- Unsecured 11,826 12,158 13,630 11,317
From financial institutions
- Secured 1,159 1,159 - -
- Unsecured 36,545 29,566 34,879 37,913
From individuals - unsecured 18 13 19 21
From corporates- unsecured 966 966 1,329 1,329
Accrued interest payable 1,811 1,811 2,091 2,091
96,941 88,808 95,306 96,787
Less: Deferred fee expense (382) (382) (378) (378)
Total borrowed fund, net 96,559 88,426 94,928 96,409
The currency profile of the Group's borrowed funds is as follows:
30 June 31 December 2024
2025
USD'000 USD'000
MNT 66,036 52,407
USD 21,608 35,976
KGS 7,207 5,862
JPY - -
EUR 544 537
SGD 1,164 146
Total 96,559 94,928
30 June 2025 31 December 2024
USD'000 USD'000
Golomt Bank JSC (i) 34,597 27,213
MKK Frontiers LLC (ii) 2,520 1,933
Bogd Bank JSC (iii) 1,957 4,098
Trade and Development Bank JSC (iv) - 794
Xac Bank JSC (v) 3,345 5,280
Global gender SF (vi) 3,577 4,497
Triple Jump B.V. (hedged by MFX) (vii) 4,995 -
Khan Bank JSC (viii) 2,790 2,921
ResponsAbility SICAV (MNT) (ix) 994 1,248
Khuvsgul Geology JSC (x) 558 780
Individual Kim (xi) 18 19
Responsibility Global Micro Fund (MNT) (xii) 994 1,248
Bridge Japan LLC (xiii) 520 520
European Bank for Reconstruction and Development (EBRD) (xiv) 2,800 3,874
Asian Development Bank (xv) 4,916 6,670
EMF Microfinance Fund Agmvk (xvi) 5,916 7,871
Microfinance Enhancement Facility SA, SICAV-SIF (xvii) 3,330 3,331
M Bank JSC (xviii) 837 1,753
Enabling Qapital Ltd. (xix) 408 716
Bank of Asia CJSC (xx) 305 417
FinanceCreditBank OJSC (xxi) 1,223 1,227
Khugjliin Khurdasguur Khujirt Fund (xxii) - 29
Arig Bank LLC (xxiii) 1,395 1,461
Blue Orchard Microfinance Fund (xxiv) 12,562 12,991
Lendahand (xxv) 1,250 1,043
Baitushum Bank OJSC (xxvi) 525 574
OJSC O Bank (xxvii) 1,640 561
IVCH SG Pte Ltd (xxviii) 1,159 146
Accrued interest payable 1,810 2,091
Total borrowed fund 96,941 95,306
Less: Deferred fee expense (382) (378)
Total borrowed fund, net 96,559 94,928
The Group did not default on principal or interest payments with regard to all
liabilities as of 30 June 2025 and 31 December 2024. As of 30 June 2025, the
Group is fully compliant with contractual covenants imposed by the lenders.
Fixed rates of interest ranges from 5% to 24% and floating rate of interest
range from 10% to 10.3%.
Lenders Currency Principal amount disbursed Principal amount outstanding Interest type Type of loan Payment
USD'000 USD'000
(i) Golomt Bank JSC MNT 8,371 8,375 Fixed Secured Interest and principal are payable on monthly basis.
Golomt Bank JSC MNT 20,926 21,045 Fixed Unsecured Interest and principal are payable at the end of the term.
Golomt Bank JSC USD 173 173 Fixed Secured Interest and principal are payable on semi-annual basis.
Golomt Bank JSC MNT 7,115 5,042 Fixed Secured Interest and principal are payable at the end of the term.
(ii) MKK Frontiers LLC MNT 2,401 2,520 Fixed Secured Interest and principal are payable on monthly basis.
(iii) Bogd Bank JSC MNT 8,785 1,957 Fixed Unsecured Interest and principal are payable on monthly basis.
(v) Xac Bank JSC MNT 8,820 3,345 Fixed Secured Interest and principal are payable on monthly basis.
(vi) Global gender SF MNT 4,293 3,577 Floating Unsecured To be repaid in 6 equal installments.
(vii) Triple Jump B.V. (hedged by MFX) USD 4,995 4,995 Fixed Unsecured To be repaid in 6 equal installments.
(viii) Khan Bank JSC MNT 17,020 2,790 Fixed Secured Interest and principal are payable on monthly basis.
(ix) Responsibility SICAV-MNT MNT 1,192 994 Floating Unsecured To be repaid in 6 equal installments.
(x) Khuvsgul Geology JSC MNT 647 558 Fixed Unsecured The next payment is due on 28 Oct 2024.
(xi) Individual Kim MNT 18 18 Fixed Unsecured Interest and principal are payable at the end of the term.
(xii) Responsibility Global Micro fund-MNT MNT 1,192 994 Floating Unsecured To be repaid in 6 equal installments.
(xiii) Bridge Japan LLC USD 517 520 Fixed Unsecured Interest is due annually and principal amount is due at the end of the term.
(xiv) European Bank for Reconstruction and Development MNT 2,404 827 Fixed Unsecured To be repaid in 6 equal installments.
European Bank for Reconstruction and Development MNT 2,359 1,973 Fixed Unsecured To be repaid in 6 equal installments.
(xv) Asian Development Bank USD 1,998 771 Floating Unsecured To be repaid in 6 equal installments.
Asian Development Bank USD 3,996 2,081 Fixed Unsecured To be repaid in 6 equal installments.
Asian Development Bank MNT 3,823 2,064 Fixed Unsecured To be repaid in 6 equal installments.
(xvi) EMF Microfinance Fund Agmvk USD 5,001 5,916 Fixed Unsecured To be repaid in 6 equal installments.
(xvii) Microfinance Enhancement Facility SA, SICAV-SIF USD 5,031 3,330 Fixed Unsecured Interest amount is payable semiannually on June 30 and December 31 of each
year, beginning on June 30, 2024.
(xviii) M Bank JSC MNT 3,348 837 Fixed Secured Interest and principal are payable on monthly basis.
(xix) Enabling Qapital Ltd. KGS 508 408 Fixed Unsecured Interest and principal are payable on monthly basis.
(xx) Bank of Asia CJSC KGS 676 305 Fixed Unsecured Interest and principal are payable at the end of the term.
(xxi) FinanceCreditBank OJSC KGS 1,342 1,223 Fixed Unsecured Interest and principal are payable at the end of the term.
(xxiii) Arig Bank LLC MNT 1,471 1,395 Fixed Secured Interest is due monthly and principal amount is due at the end of the term.
(xxiv) BlueOrchard Microfinance Fund USD 12,320 12,562 Floating Unsecured Interest is due semiannually and principal amount is due per the repayment
schedule.
(xxv) Lendahand USD 1,862 1,250 Fixed Unsecured To be repaid in 6 equal installments.
(xxvi) Baitushum Bank OJSC KGS 572 525 Fixed Secured Interest and principal are payable on monthly basis.
(xxvii) OJSC O Bank KGS 2,858 1,640 Fixed Secured Interest and principal are payable on monthly basis.
(xxviii) IVCH SG PTE Ltd SGD 1,159 1,159 Fixed Unsecured No fixed repayment term. Maturity of facility is 31(st) Dec 2025
Please see note 23 for a reconciliation in movements of borrowed funds in the
periods.
Please see note 22 for a maturity analysis of borrowed funds at the reporting
dates.
16. Bonds payable
At 30 June 2025 At 31 December 2024
Book value Fair value Book value Fair value
USD'000 USD'000 USD'000 USD'000
Type of bond
Listed bonds 2,001 2,001 2,010 2,010
Non-listed bonds 38,890 38,890 34,093 34,093
Accrued interest payable 844 844 803 803
41,735 41,735 36,906 36,906
Less: Deferred fee expense (309) (309) (272) (272)
Total bonds payable 41,426 41,426 36,634 36,634
The currency profile of the Group's bonds payable is as follows:
30 June 2025 31 December 2024
USD'000 USD'000
MNT 39,425 34,624
KGS 2,001 2,010
Total 41,426 36,634
30 June 2025 31 December 2024
USD'000 USD'000
Listed bond issued by InvesCore CA MFC (i) 2001 2,010
Non-listed bond issued by InvesCore NBFI JSC (ii) 16,016 12,767
Non-listed bond issued by InvesCore Wallet (iii) 8,923 6,716
Non-listed bond issued by InvesCore ABS (iv) 13,951 14,607
Accrued interest payable 844 803
41,735 36,906
Less: Deferred fee expense (309) (272)
Total bonds payable 41,426 36,634
Bond issue name Currency Outstanding balance
USD'000
(i) Listed bond issued by InvesCore CA MFC KGS 2,001
(ii) Bond-INVC MNT 1,869
(ii) Bond-INVD MNT 3,628
(ii) Bond-INVE MNT 10,519
(iii) IW Bond MNT 8,923
(iv) ABS MNT 13,951
(vii) Accumulated interest payable 844
All bonds carry a fixed interest rate of interest and range between 17% - 19%
per annum and are unsecured.
Please see note 23 for a reconciliation in movements of bonds payable in the
period.
17. Private placement of trust deposits
At 30 June 2025 At 31 December 2024
Book value Fair value Book value Fair value
USD'000 USD'000 USD'000 USD'000
Individuals 33,405 33,405 42,655 42,655
Corporates 16,459 16,459 13,303 13,303
Accrued interest payables 4,759 4,759 3,689 3,689
Total private placement of trust deposits 54,623 54,623 59,647 59,647
The currency profile of the Group's private placement of trust deposits is as
follows:
Interest rate 30 June 31 December 2024
2025
USD'000 USD'000
MNT 10%-22% 52,231 57,526
USD 3%-8.5% 2,254 185
JPY 5% 138 1,936
Total 54,623 59,647
18. Share capital
On 12 February 2025 the Company has entered into the acquisition of the entire
issued and paid-up share capital of ICFG Pte Ltd together with its
subsidiaries by way of issuing 177,840,000 new Ordinary shares in the Company
to the previous shareholders of ICFG Pte Ltd at valuation of 0.64 pence per
share.
Also coincident with the allotment of the consideration shares and readmission
of the Company to the London Stock Exchange, the Company issued 6,357,116 new
Ordinary Shares to the holders of the A, B and C convertible notes in full
conversion of amounts due (principal and interest) of USD 4,557,186 as at the
12 February 2025.
The Group's share capital as of 30 June 2025 consists of 203,957,116 common
shares and 31 December 2024 consists of 6,814,384 common shares with a par
value of GBP 0.59 (USD 0.80) each.
About the Group's shareholders are provided below:
30 June 2025 31 December 2024
Number of shares Ordinary shares Share Premium Number of shares Share capital
USD'000 USD'000 USD'000
At 1 January* 19,760,000 5,145 2,470 6,814,384 5,145
Capital increase 184,197,116 - 146,209 - -
merger - - - - -
At reporting period 203,957,116 5,145 148,679 6,814,384 5,145
*The opening number of shares as at 1 January 2025 reflects the legal
acquirer's share structure following the reverse acquisition completed on 12
February 2025. Comparative figures as at 31 December 2024 reflect the
accounting acquirer's share capital prior to the transaction.
19. Related party transactions
(i) Identifying related parties
Transactions and outstanding balances between fully consolidated entities are
eliminated. Transactions between ICFG Limited and the Group meet the
definition of related party transactions. They are disclosed separately in the
Group's consolidated financial statements.
Related party Country of incorporation Relationship Type of main transactions
ICFG LIMITED Guernsey Parent company Borrowed fund
Related parties of the Group that are not its subsidiaries as follows:
- associates (entities that are under the significant influence of the
Group; however, there were no associates in both 2025 and 2024);
- joint ventures (entities in which SIBJ Capital LLC shares control
with another party; however, there were no joint ventures in both 2025 and
2024);
- key management personnel and directors; and
- entities over which key management personnel and directors or their
close family members have solely or jointly a direct or indirect significant
influence (collectively referred to as other related parties).
Key management personnel and directors are those people who have authority and
responsibility for planning, directing, and controlling the activities of the
Group, directly or indirectly. The Group considers the members of the Board of
Directors (the BoD) and C-suites of the parent and its subsidiaries to be key
management personnel and directors for the purposes of IAS
24.
Other related parties of the Group with which there have been transactions or
outstanding balances in the period of report are identified as follows:
Related party Country of incorporation Relationship Transactions
iCore Partners LLC Mongolia Loans and advances
Key management personnel has joint control over
InvesCore Leasing LLC Mongolia
Abico LLC Mongolia
Sales and purchases of goods and services
InvesCore Asset Management LLC Mongolia
Mongolia Talent Network LLC Mongolia
InvesCore Japan Co., Ltd Japan
IC Reit LLC Mongolia
Finberry LLC Mongolia Transfers of intangible assets
Amar Daatgal LLC Mongolia Key management personnel has control over Sales and purchases of goods and services
Business Media LLC Mongolia
Datacom LLC Mongolia
Mongolia Investment Rating Agency LLC Mongolia
Corex LLC Mongolia Key management personnel is a member of key personnel Sales and purchases of goods and services
The Group receives management advisory services from its parent, with the
associated considerations paid, as disclosed below.
2025 2024
USD'000 USD'000
Transactions with the shareholders
Investment received in share capital - -
Additionally, the Group provides non-banking services to its subsidiaries, key
management personnel and directors, and other related parties, including the
provision of loans, accepting trust deposits and purchase of fixed-income
securities. Allowances for impairment were recognized in respect of loans to
other related parties.
Group companies also provide investment banking services, facility management
services, property leasing services, and IT automation services on an
intra-group basis and to other related parties. All these transactions are
conducted under prevailing market terms, similar to third-party
transactions.
ii) Transactions with related parties
As the transactions are not individually material, the amounts included in the
Group's consolidated Financial statements, aggregated by category or nature of
transactions, for the periods ended 30 June 2025 and 31 December 2024 are as
follows:
Sales to related parties Purchases from related parties
2025 2024 2025 2024
USD'000 USD'000 USD'000 USD'000
Other related parties:
iCore Partners LLC 11 2 - -
InvesCore Leasing LLC 9 10 - -
InvesCore Asset Management LLC - 14 - -
Mongolia Talent Network LLC 27 44 8 46
IC Reit LLC 8 - - - -
Corex LLC 4 9 - -
Blockchain Solution LLC 7 44 - -
Land and House LLC 127 367 - -
MGL AquaJSC - 210
Directors and key management personnel of the Company - - 107 14
Total 193 700 115 60
Total remuneration awarded to key management personnel and directors, as shown
below, represents salaries, bonuses, and employer contributions to social and
health insurance received during the period, as well as awards made as part of
the latest remuneration decisions related to the period. The Group did not
award any other long-term benefits or share-based payments.
Figures are provided for the period that individuals met the definition of key
management personnel and directors (2025H1: 36), and (2024H1: 42) as
outlined below:
30 June 2025 30 June 2024
USD'000 USD'000
Short-term benefit: Key Directors Key Directors
management personnel management personnel
Salary and bonuses 546 84 433 184
Employer contribution to social and health insurance 70 11 53 5
616 95 486 189
iii) Outstanding balances of transactions with other
related parties
At 30 June and 31 December, the outstanding balances of transactions with
other related parties are follows:
Notes 30 June 2025 31 December 2024
USD'000 USD'000
Amount due to related parties
Directors 304 284
Key management personnel 71 66
iCore Partners LLC 2 2
InvesCore Asset Management LLC - 1
InvesCore Leasing LLC 2 2
IC REIT LLC - -
Mongolia Talent Network LLC 3 2
InvesCore Japan Co., Ltd 454 452
Corex LLC 1 1
Blockchain Solution LLC 4 28
Total amount due to related parties 841 838
Notes 30 June 2025 31 December 2024
USD'000 USD'000
Amount due from related parties
Key management personnel 25 79
InvesCore Japan Co., Ltd 179 178
ICore Partners LLC 9 3
InvesCore Leasing LLC - 1
Mongolia Talent Network LLC 11 8
Finberry LLC 9 10
Corex LLC - 1
Blockchain Solution LLC - 3
Land and House LLC 179 124
Colo Thinking LLC - 1
Total receivables due from related parties 19 412 408
20. Financial instruments - Risk management
Risk
management
The Group is exposed through its operations to the following financial risks:
a) Credit risk
b) Market risk
i) Interest rate risk
ii) Foreign exchange risk
Other market price risk
c) Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and procedures for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these Historical Financial Information.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and procedures for managing those
risks, or the methods used to measure them from previous periods unless
otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
- Loans and advances to customers
- Cash and cash equivalents
- Other financial assets
- Private placement of trust deposit
- Other financial liabilities
Financial instruments by category
Fair value through profit or loss Amortized cost Fair value through other
comprehensive income
30 June 2025 31 December 2024 30 June 2025 31 December 2024 30 June 2025 31 December 2024
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Financial assets
Cash and bank balance - - 25,033 37,617 - -
Loans and advances to customers - - 235,447 172,211 - -
Financial assets at FVOCI - - - - 5,991 6,856
Financial assets at FVTPL 1,065 1,547 - - - -
Financial assets at amortised cost - - 163 - - -
Derivative financial assets 141 - - - - -
Other financial assets - - 2,641 2,561 - -
Total financial assets 1,206 1,547 263,284 212,389 5,991 6,856
Fair value through profit or loss Amortized cost Fair value through other
comprehensive income
30 June 2025 31 December 2024 30 June 2025 31 December 2024 30 June 2025 31 December 2024
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Financial liabilities
Borrowed funds - - (96,559) (79,846) - -
Bond payables - - (41,426) (24,768) - -
Private placement of trust deposits - - (54,623) (48,462) - -
Convertible liability - - (3,727) - - -
Derivative financial liabilities - - - - - -
Liability at FVTPL - - - - - -
Other financial liabilities (304) - (5,561) (9,235) - -
Total financial Liabilities (304) - (201,896) (162,311) - -
Net financial assets 902 1,547 61,388 50,078 5,991 6,856
Financial instruments not measured at fair value
Financial instruments not measured at fair value include cash and cash
equivalents, loans to customers, other financial assets, borrowings, bonds,
convertible debt, trust deposit liabilities, and other financial liabilities.
Due to their short-term nature, the carrying value of cash and cash
equivalents, other financial assets, and other payables approximates their
fair value.
General objectives, policies and procedures
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's credit committee.
The management receives monthly reports from the Group Chief Financial Officer
through which it reviews the effectiveness of the procedures put in place and
the appropriateness of the objectives and policies it sets. The Group's
internal auditors also review the risk management policies and processes and
report their findings to the Audit Committee.
The overall objective of the management is to set policies that seek to reduce
risk as much as possible without unduly affecting the Group's competitiveness
and flexibility. Further details regarding these policies are set out below:
a) Credit risk
Credit risk is defined as the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails to meet its
contractual obligations. The Group is primarily exposed to credit risk due to
customers potentially being unable to fulfill their obligations under loan
agreements, impairment of collateral, and the inability to meet obligations
with the collateral.
The Credit Committee manages the Group's credit risk in an integrated manner
by regularly discussing and resolving issues. If necessary, these issues are
escalated and discussed at Board meetings.
The Group follows the "Risk Management Policy" issued for the Credit Committee
in its loan activities. According to the policy, the risk management process
consists of five interrelated stages.
1. Risk identification
2. Risk analysis and measurement
3. Risk assessment - Quantitative and qualitative approaches
appropriate to the nature of the risk
4. Risk treatment
5. Monitoring and review
The main purpose of credit risk management is to optimize the level of risks
and expected returns of loan activities. The Group adheres to the following
principles in their credit risk management activities:
1. Accountability
2. Independence
3. Operating within the framework of policies and procedures
4. Providing complete loan documentation
5. Consistency
6. Adherence to limits set and diversification of the loan portfolio
a) Credit risk (continued)
To manage the level of credit risk, the Group sets limits on the amount of
risk it is willing to accept for individual borrowers or groups of borrowers.
The level of exposure to credit risk is managed through ongoing analysis of
borrowers' and potential borrowers' ability to meet interest and principal
repayment obligations. Credit limits are adjusted as needed to mitigate risk.
Furthermore, exposure to credit risk is managed by securing collateral and
obtaining corporate or personal guarantees.
The maximum exposure to credit risk, excluding collateral and other credit
enhancements, is as follows:
(In thousands of USD) 30 June 2025 31 December 2024
Gross maximum exposure Gross maximum exposure
Cash and bank balance 25,037 40,500
Loans and advances to customers 249,563 224,126
Debt instruments at FVOCI 5,414 5,335
Other financial assets 4,615 1,852
Total 284,629 271,813
Other credit enhancements refers to strategies and tools to mitigate risks
associated with loan such as collateral, guarantees and insurance. InvesCore
NBFI collateralises real states with LTV ratios of up-to 80% and cars with LTV
ratios of up-to 70% in keeping with loan procedure regulations. Furthermore,
InvesCore NBFI collaborates with the 7 top Mongolian insurance companies
(Practical insurance, Mandal insurance, Nomin insurance, Bodi insurance, Khaan
insurance, Tenger insurance and Munkh insurance) to insure car purchase loans
and investment loans.
Where financial instruments are recorded at fair value, the amounts shown
above represent the current credit risk exposure, but they do not reflect the
maximum risk exposure that could arise in the future due to changes in their
values.
a) Credit risk (continued)
Credit quality analysis
The following table sets out information about the credit quality of financial
assets measured at amortized cost based on the Group's internal credit quality
grading. Unless specifically indicated, the amounts in the table represent
gross carrying amounts for financial assets.
Explanation of the terms 'Stage 1', 'Stage 2' and 'Stage 3' is included in
Note 4 (d).
30 June 2025
(In thousands of USD) PD range Stage 1 Stage 2 Stage 3 Total
Performing 0.2 - 3.2% 243,881 - - 243,881
Past due 5 - 57.7% - 19,916 - 19,916
Substandard 25 -100% - - 9,843 9,843
Doubtful 50 -100% - - 7,421 7,421
Loss 100% - - 5,756 5,756
Gross amount 243,881 19,916 23,020 286,817
Fee deferral (1,154) (83) (82) (1,319)
Loss allowance (3,622) (2,368) (10,173) (16,163)
Net carrying amount 239,105 17,465 12,765 269,335
31 December 2024
(In thousands of USD) PD range Stage 1 Stage 2 Stage 3 Total
Performing 0.02-4.8% 252,259 - - 252,259
Past due 3-71.3% - 8,013 - 8,013
Substandard 100% - - 3,810 3,810
Doubtful 100% - - 5,359 5,359
Loss 100% - - 3,595 3,595
Gross amount 252,259 8,013 12,764 273,036
Fee deferral (918) (31) (44) (993)
Loss allowance (1,064) (2,291) (6,313) (9,668)
Net carrying amount 250,277 5,691 6,407 262,375
a) Credit risk (continued)
Collateral and other credit enhancements
The Group maintains collateral coverage in order to mitigate credit risk. The
following table sets out the principal types of collateral held against
different types of financials assets.
Amounts arising from ECL
To mitigate the credit risk associated with financial assets, the Group
requires collateral primarily for business and consumer loans. The type of
collateral varies depending on the loan product. For business loans,
collateral includes both movable and immovable assets. For consumer loans, the
underlying assets financed by the loan proceeds are typically used as
collateral. For digital loans disbursed through the Pocket platform, the Group
relies on the borrower's credit scoring model and does not require collateral.
The details of the fair value of collateral for loans provided to customers by
the Group are as follows:
Over-collateralized assets Under-collateralized assets
Carrying value of the assets Fair value of collateral Carrying value of the assets Fair value of collateral
At 30 June 2025
Business loan 54,761 100,815 14,221 320
Consumer loan 10,744 19,601 688 13
Auto loan 89,304 115,744 348 101
Total 154,809 236,160 15,257 434
Over-collateralized assets Under-collateralized assets
Carrying value of the assets Fair value of collateral Carrying value of the assets Fair value of collateral
At 30 June 2024
Business loan 13,255 29,441 7,963 2,745
Consumer loan 21,002 127,898 991 57
Auto loan 33,545 100,115 866 1,193
Total 67,802 257,454 9,820 3,995
The loan collateral must be sufficient to cover the principal, accrued
interest, and penalty interest on high-risk loans. The collateral is valued
based on its market value and benchmark valuation standards. Management
continuously monitors the valuation of the collateral.
Inputs, assumptions and methodology used for estimating impairment
Significant increase in credit risk
When assessing whether the risk of default on a financial instrument has
increased significantly since initial recognition, the Group considers
relevant and readily available information without undue cost or effort. This
includes both quantitative and qualitative analysis, drawing on the Group's
historical experience, expert credit assessments, and forward-looking
information.
The Group uses three criteria to determine whether there has been a
significant increase in credit risk:
- quantitative test based on movement in probability of default (PD);
- qualitative indicators; and
- a backstop indicator: If a financial asset is more than 30 days past
due, or has been restructured, and if both internal and external ratings have
decreased by two or more grades, it is assigned to Stage 2. If a financial
asset is more than 90 days past due and therefore considered defaulted, it is
allocated to Stage 3.
Credit risk grades
The Group allocates each exposure to a credit risk grade based on a variety of
data that is determined to be predictive of the risk of default and applying
experienced credit judgement. Credit risk grades are defined using qualitative
and quantitative factors that are indicative of the risk of default.
Each exposure is allocated to a credit risk grade at initial recognition based
on available information about the borrower. Exposures are subject to ongoing
monitoring, which may result in exposure being moved to a different credit
risk grade. The monitoring typically involves use of the following data to
determine the impairment of financial asset: the borrower's financial
condition, credit usage, contract restructuring, repayment history, income
stability, economic trends, and references from law enforcement agencies.
Sources of date include:
- Internally collected data on customer behavior, such as credit card usage;
- External data from credit reference agencies;
- Internally collected payment records, detailing overdue status and payment
ratios;
- Internally collected data on utilization of the approved credit limit;
- Internally collected record of instances of forbearance requests and
approvals;
- Internal research on anticipated changes in economic, business, and
financial conditions;
- External data from law enforcement agencies.
Generating the term structure of PD
Determining whether credit risk has increased significantly
The Group assesses whether credit risk has increased significantly since
initial recognition at each reporting period. Determining whether an increase
in credit risk is significant depends on the characteristics of the financial
instrument and the borrower.
Credit risk may also be deemed to have increased significantly since initial
recognition based on qualitative factors linked to the Group's credit risk
management procedures, which may not be fully captured in the quantitative
analysis in a timely manner.
Such qualitative factors are based on the Group's expert judgement and
relevant historical experience and are applied to the exposures that meet
certain heightened risk criteria, such as placement on a watch list.
As a backstop, the Group considers that a significant increase in credit risk
occurs no later than when an asset is more than 30 days past due. Days past
due are determined by counting the number of days from the earliest elapsed
due date in respect of which full payment has not been received. Due dates are
determined without considering any grace period that might be available to the
borrower. If there is evidence that there is no longer a significant increase
in credit risk relative to initial recognition, then the loss allowance on a
financial instrument return to being measured as 12-month ECL.
Some qualitative indicators of increased credit risk, such as delinquency or
forbearance, may suggest a heightened risk of default that continues even
after the indicator itself has ceased to exist. For instance, when the
contractual terms of a loan have been modified, evidence that the criteria for
recognizing lifetime ECL are no longer met includes a history of up-to-date
payment performance in accordance with the modified contractual terms.
The Group monitors the effectiveness of the criteria used to identify
significant increases in credit risk through regular reviews to ensure that:
- The criteria are capable of identifying significant increases in
credit risk before exposure is in default.
- The criteria do not align solely with the point in time when an
asset becomes 30 days past due.
- The average time between the identification of a significant
increase in credit risk and default is reasonable.
- Exposures are not generally transferred directly from 12-month ECL
measurement to credit-impaired status.
- There is no unwarranted volatility in loss allowance due to
transfers between 12-month ECL (Stage 1) and lifetime ECL measurements (Stage
2).
Definition of default
The Group considers a financial asset to be in default when:
- Insolvency: The borrower is considered insolvent for the following
reasons:
o Significant financial deterioration
o Having difficulty pay interest or principal payment
o Likelihood of bankruptcy or other financial restructuring
- The asset is past due by more than 90 days.
In assessing whether a borrower is in default, the Group considers indicators
based on data developed internally and obtained from external sources:
- Qualitative: e.g., breaches of covenant
- Quantitative: e.g., overdue status and non-payment on another obligation
to the Group
Inputs into the assessment of whether a financial instrument is in default,
and their significance, may vary over time to reflect changes in
circumstances.
Incorporation of forward-looking information
The Group incorporates forward-looking information into both the assessment of
whether the credit risk of an instrument has increased significantly since its
initial recognition and the measurement of ECL. The key drivers for credit
risk include GDP growth, unemployment rates, and interest rates. Due to the
short average life of the Group's loan portfolio, the sensitivity to these key
drivers is insignificant.
Modified financial assets
The contractual terms of a loan may be modified for various reasons, such as
changing market conditions, customer retention efforts, and other factors
unrelated to the current or potential credit deterioration of the customer.
Exposures with no past due amounts and no restructuring are classified as
Stage 1 exposures. Exposures that are past due within 90 days or loans that
have been restructured are classified as Stage 2 exposures. Exposures that are
past due more than 90 days or that have defaulted are classified as Stage 3
exposures.
Measurement of ECL
The key inputs into the measurement of Expected Credit Losses (ECL) are based
on the term structure of the following variables:
- Probability of Default (PD)
- Loss Given Default (LGD)
- Exposure at Default (EAD)
For exposures in Stage 1, the 12-month ECL is calculated by multiplying the
12-month PD by LGD and EAD. Lifetime ECL is calculated similarly but uses the
lifetime PD instead of the 12-month PD.
LGD represents the expected loss magnitude in the event of default. LGD models
take into consideration the structure of the financial asset, any collateral
involved, the seniority of the claim, the industry of the counterparty, and
the recovery cost associated with collateral integral to the asset. LGD
estimates are adjusted for various economic scenarios and are calculated using
a discounted cash flow approach, with the effective interest rate serving as
the discount factor.
EAD represents the anticipated exposure in the event of a default. The Group
determines EAD based on the current exposure to the counterparty, considering
potential changes allowed under the contract and arising from amortization.
For a financial asset, EAD is the gross carrying amount at the time of
default. For lending commitments, EAD encompasses potential future amounts
that may be drawn under the contract, estimated using historical data and
forward-looking forecasts. In the case of financial guarantees, EAD equals the
exposure under the guarantee at the point when it becomes payable.
As described above, and subject to using a maximum of a 12-month PD for Stage
1 financial assets, the Group measures ECL by considering the risk of default
over the maximum contractual period, which includes any borrower's extension
options, over which it is exposed to credit risk. This measurement applies
even if, for credit risk management purposes, the Group considers a longer
period. The maximum contractual period extends to the date at which the Group
has the right to demand repayment of an advance or terminate a loan commitment
or guarantee.
Credit risk arising on cash at bank deposits
The Group maintains cash at bank in a variety of banks across the portfolio of
operations, giving rise to a level of credit risk associated with the credit
worthiness of the banks with whom funds are held. As at the reporting date,
a total of 97% (2024: 97%) of all funds held were lodged with banks with a
credit rating of B2 or above.
a) Market risk
Market risk arises from the Group's use of interest bearing, tradable and
foreign currency financial instruments. It is the risk that the fair value or
future cash flows of a financial instrument will fluctuate because of changes
in interest rates (interest rate risk), foreign exchange rate (currency risk)
or other market factors (other market price risk)
i) Interest rate risk
The Group defines interest rate risk as potential loss due to a negative
impact from adverse changes in interest rates and their implied volatility.
The Group's lending, funding and investment activities give rise to interest
rate risk. The immediate impact of variation in interest rate is on the
Group's net interest income, while a long-term impact is on the Group's net
worth as the economic value of the Group's assets, liabilities and off-balance
sheet exposures will be affected.
The Group's risk function periodically monitors the compliance against its
risk appetite on the Group's interest rate position.
The following table presents the sensitivity analysis demonstrating the
potential impact of a reasonable change in interest rates, while holding all
other variables constant, on the Group's statement of comprehensive income.
The sensitivity analysis measures the effect of assumed changes in interest
rates on net interest income for one year, based on the floating rate of
financial assets and financial liabilities held as of 30 June 2025 and 31
December 2024.
Change in interest rate in basis point Currency Sensitivity of net interest expense
USD'000
Borrowed funds +120 MNT 87
+120 USD 267
ii) Foreign currency risk
Foreign currency risk is the risk that the fair value of financial instruments
fluctuates as a result of changes in foreign currency rates. This risk arises
from foreign currency transactions and recognized assets and liabilities
denominated in the foreign currencies. As of 30 June 2025, and 31 December
2024, the Group's net exposure to foreign exchange risk is as follows:
USD JPY Other* Total
30 June 2025 31 December 2024 30 June 31 December 2024 30 June 31 December 2024 30 June 31 December 2024
2025 2025 2025
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Financial assets
Cash and bank balance 1,215 14,053 496 981 2,208 440 3,919 15,474
Loans and advances to customers 788 765 175 235 24,705 - 25,668 1,000
Financial assets at FVOCI 5,414 5,085 - - - - 5,414 5,085
Financial assets at FVTPL 9 335 - - - - 9 335
Derivative financial assets 1,998 4,820 - 2,513 85 - 2,083 7,333
Other financial assets 352 276 - - 26 60 378 336
Total financial assets 9,776 25,334 671 3,729 27,024 500 37,471 29,563
Financial liability
Borrowed funds (22,761) (36,477) - - (7,762) (537) (30,523) (37,014)
Bond - - - - (2,070) - (2,070) -
Private placement of trust deposits (2,393) (1,017) (148) (2,042) - - (2,541) (3,059)
Other financial liabilities (454) (770) - - (5,627) (464) (6,081) (1,234)
Total financial liabilities (25,608) (38,264) (148) (2,042) (15,459) (1,001) (41,215) (41,307)
Net exposure to foreign currency (15,832) (12,930) 523 1,687 11,565 (501 (3,744) (11,744)
* Other currencies include the Euro, Singapore Dollar and the British Pound.
ii) Foreign currency risk
The following table presents sensitivities of profit or loss to reasonable
possible changes in exchange rates applied as of 30 June 2025 against the
functional currency of the Group, with all other variables held constant:
Impact on profit or loss
2025 2024
USD'000 USD'000
USD strengthening by 20% (2022: 20%) 7,077 12,720
USD weakening by 20% (2022: 20%) (7,077) (12,720)
JPY strengthening by 20% (2022: 20%) 164 1,154
JPY weakening by 20% (2022: 20%) (164) (1,154)
Others strengthening by 20% (2022: 20%) 8,497 300
Others weakening by 20% (2022: 20%) (8,497) (300)
c) Liquidity risk
Liquidity risk refers to the risk that the Group may be unable to fulfill its
short-term financial obligations as they come due.
The Group's policy is designed to ensure it always has adequate cash on hand
to meet its liabilities promptly. To achieve this objective, the Group
maintains cash reserves and utilizes agreed-upon facilities, such as overdraft
facilities with multiple financial institutions, to cover anticipated needs.
The Group prepares its annual budget by assessing its cash flow requirements.
Additionally, the Group conducts monthly liquidity risk assessments, which are
presented to the Board of Directors for review and decision-making on further
actions to maintain financial stability.
The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities:
As at 30 June 2025 Up to 3 Between Between 1 and 2 Between Total
3 and 12 2 and 5
months months Years Years
USD'000 USD'000 USD'000 USD'000 USD'000
Financial liabilities
Borrowed funds 27,131 33,388 36,592 14,616 111,727
Bond payables 11,677 31,126 1,131 1,621 45,555
Private placement of trust deposits 19,184 36,914 1,148 - 57,246
Other financial liabilities 2,290 751 (251) (1) 2,789
Lease liabilities 60 148 299 304 811
Total financial liabilities 60,342 102,327 38,919 16,540 218,128
As at 31 December 2024
Financial liabilities
Borrowed funds 23,863 49,119 30,189 13,517 116,688
Bond payables 3,932 28,353 8,384 2,103 42,772
Derivative financial liabilities 17,784 47,001 220 - 65,005
Due to customers 452 - - - 452
Other financial liabilities 3,005 1,405 34 - 4,444
Liability at FVTPL 4,391 666 1,332 - 6,389
Lease liabilities 104 339 388 455 1,286
Total financial liabilities 53,531 126,883 40,547 16,075 237,036
d) Disclosure of capital
The Group controls 'adjusted capital', which consists of all components of the
equity other than cash flow hedge reserves (e.g. share capital, additional
paid-in capital, non-controlling interest, retained earnings and revaluation
surplus). The primary objectives of the Group's capital management are:
- Ensure the Group's ability to operate as a going concern, thereby
sustaining returns for shareholders and providing benefits to other
stakeholders;
- Provide shareholders with appropriate returns by setting prices for
products and services based on the level of risk involved.
The Group determines the amount of capital it needs relative to its risk
exposure. It actively manages its capital structure and adjusts it in response
to changes in economic conditions and the risk profile of its underlying
assets. To maintain or modify its capital structure, the Group may adjust
dividend payments, conduct share buybacks, issue new shares, or sell assets to
reduce debt. These actions are taken to optimize the Group's financial
position and align its capital with its risk tolerance and business strategy.
Consistent with the industry, the Group monitors its capital using the
debt-to-adjusted capital ratio. This ratio is computed as net debt divided by
adjusted capital, defined as follows: Net debt equals total debt (as reported
in the statement of financial position) minus cash and cash equivalents.
Due to recent market uncertainty, the Group's strategy is focused on
maintaining a robust cash position and achieving a favorable
debt-to-adjusted-capital ratio. This strategy aims to ensure access to finance
at reasonable costs by sustaining a high credit rating. The
debt-to-adjusted-capital ratios as of 30 June 2025 and 31 December 2024 were
as follows:
2025 2024
USD'000 USD'000
Total liabilities 207,189 200,907
Less: Cash and bank balances (25,033) (40,493)
Net liabilities 182,156 160,414
Total equity 55,455 54,854
Gearing ratio (%) 328% 292%
e) Operational risk management
In the operational risk management framework of the Group, operational risk is
defined as the potential for loss arising from inadequate or failed internal
processes, human errors, system failures, or external events.
All employees are accountable for preventing situations that could lead to
operational risk incidents and for promptly reporting any significant
operational risk incidents. Roles and responsibilities are allocated based on
the Three Lines of Defense as outlined below:
The First Line of Defense, comprising Business Units and supporting units, is
responsible for several key tasks within the operational risk management
framework: ensuring the implementation and execution of robust, effective, and
efficient controls; reporting on the effectiveness of operational risk
controls; accepting operational risk based on the approved risk acceptance
matrix; and implementing follow-up measures commensurate with the level of
operational risk identified.
The Second Line of Defense, represented by the Risk Management Department,
holds several responsibilities within the operational risk management
framework: reviewing and challenging all process assessments and follow-up
measures; monitoring the performance of operational risk metrics; and
escalating operational risk matters to the Risk Management Committee for
appropriate attention and action.
e) Operational risk management (continued)
The Third Line of Defense, Internal Audit, is tasked with providing assurance
on the effectiveness of governance, risk management, and internal controls.
This includes assessing how the first and second lines of defense fulfill
their risk management and control objectives. The risk appetite statement is
reviewed and approved annually by the Board of Directors. Monitoring of risk
appetite occurs on a monthly basis, with reports provided to the monthly Risk
Management Committee and quarterly to the Board Risk Management Committee.
i) Fraud Risk
Fraud risk is managed through a comprehensive Anti-Fraud Policy and
Whistleblowing Policy, forming the cornerstone of a robust framework where the
intolerance for fraud is clearly outlined. These policies ensure that all
employees grasp the significance of identifying and reporting any fraudulent
incidents. By cultivating a culture of vigilance and accountability, every
employee is empowered to actively engage in detecting and reporting potential
fraud, thereby strengthening the Group's dedication to mitigating fraud risk
and upholding the integrity of its operations.
ii) Health and Safety
The Group addresses Occupational Health and Safety (OHS) risks through a
comprehensive framework, incorporating established OHS procedures and
designating an OHS officer to oversee compliance and safety measures. Regular
OHS annual training and awareness programs ensure that all employees are
well-versed in safety protocols and best practices. To oversee and mitigate
risks, the Group tracks OHS incident metrics monthly, presenting detailed
reports to the Risk Management Committee for review and action. Furthermore,
the presence of an OHS incident response team ensures prompt and effective
responses to any safety incidents, thereby reducing potential risks and
fostering a safe working environment.
iii) Product or Service Malfunction and/or Deficiency
The Group effectively manages product and service errors or deficiencies
within an operational risk framework, employing a robust system that commences
with thorough product development procedures. These procedures require risk
assessments prior to product launch to proactively identify and mitigate
potential risks. The Group upholds a stringent control environment to ensure
continuous oversight and compliance with regulatory standards. Regular risk
reporting facilitates timely identification and documentation of any emerging
issues, allowing for swift resolution. Moreover, a well-defined customer
complaint resolution procedure ensures swift investigation and resolution of
any reported deficiencies. Certified by ISO 9001, the Group adheres to
international quality management standards, reinforcing its commitment to
excellence and continuous improvement. This certification underscores the
Group's dedication to maintaining high standards of quality and reliability,
thereby safeguarding its reputation and ensuring customer satisfaction.
iv) Business Disruption
The management of business disruptions is facilitated through the
implementation of a Business Continuity Plan (BCP), which assures resilience
and prompt recovery in unforeseen circumstances. This plan incorporates
well-defined risk tolerances related to business disruptions, such as core
system uptime ratios and internet service availability, to sustain vital
operations. It delineates comprehensive protocols for addressing diverse
disruption scenarios, ensuring the uninterrupted continuity of essential
functions with minimal disruptions. Routine testing and revisions of the BCP
are conducted to ensure its ongoing effectiveness and applicability. Through
imposing rigorous standards for system uptime and service reliability, the
Group emphasizes the significance of operational continuity.
e) Operational risk management (continued)
v) Legal and Compliance risk
The Group effectively mitigates legal and compliance risks through the
collaborative efforts of its Legal Unit and Risk and Compliance units,
dedicated to proactively prevent such risks. The Group employs thorough legal
assessments and compliance protocols, with the legal team meticulously
scrutinizing all operations to ensure conformity with pertinent legal
standards. Additionally, the legal team offers timely recommendations to
address any identified instances of non-compliance. The Group reinforces
compliance with Anti-Money Laundering (AML) and Countering the Financing of
Terrorism (CFT) regulations through robust policies and procedures,
complemented by mandatory annual training for all staff. Through the
integration of these strategies, the Group fortifies its defenses against
legal and compliance risks, thereby safeguarding its operations and
reputation.
vi) Information technology
The Group manages IT risk through a multifaceted approach anchored by
adherence to the ISO 27001 standard, renowned for its stringent framework in
information security management. An integral part of this strategy involves a
dedicated IT team responsible for implementing and upholding these standards,
ensuring the establishment of robust security measures for safeguarding
sensitive data and systems. This team conducts regular risk assessments,
oversees IT infrastructure, and promptly addresses any identified
vulnerabilities. Furthermore, the Group enforces stringent access controls,
employs data encryption measures, and maintains continuous monitoring to
counter cyber threats effectively. Through the utilization of the IT team's
expertise and compliance with internationally recognized standards, the Group
effectively mitigates IT risks, thereby ensuring the security and integrity of
its technological assets.
21. Fair value disclosures
Financial instruments measured at fair value
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the valuation date.
The fair value hierarchy of financial instruments measured at fair value is
provided below.
(In thousands of USD) Level 1 Level 2 Level 3 Total
At 30 June 2025
Financial assets
Financial assets at FVOCI 5,991 - - 5,991
Financial assets at FVTPL 941 124 - 1,065
Derivative financial assets - 141 - 141
Financial liabilities
Due to customers (10) - - (10)
6,922 265 - 7,187
(In thousands of USD) Level 1 Level 2 Level 3 Total
At 31 December 2024
Financial assets
Financial assets at FVOCI 1,066 5,335 - 6,401
Financial assets at FVTPL 1,017 130 - 1,147
Derivative financial assets - - - -
Financial liabilities
Derivative financial liabilities - (176) - (176)
Financial liability at FVTPL (318) - - (318)
1,765 5,289 - 7,054
Description of valuation techniques and inputs used in fair value measurement
for Level 1, Level 2 and Level 3:
Financial instruments Fair value hierarchy Valuation technique Inputs Sensitivity to changes in significant unobservable inputs
Financial assets Level 1 Market price Share price, transaction price Increase in the net assets value will increase the fair value and vice versa
Financial Liabilities Embedded Level 2 Interest rate parity analysis Policy rate, bond yield of similar credit Increase in the JPY bond yield rate and decrease in the MNT interest rate will
increase/decrease the fair value and vice-versa
Derivative financial instruments Level 2 Interest rate parity analysis Policy rate, Government bond yield, Z-spread, SOFR rates, and SHIBOR rates Increase in USD interest rate and decrease in the MNT interest rate will
increase/decrease the fair value and vice-versa
Debt instruments Level 3 Market value approach Rating migration rates of Moody's, historical data from external sources, and Increase in default rate and market rate of interest will decrease the fair
future cash flows value and vice versa
Equity instruments Level 3 Net assets value Share price and transaction price Increase in the net assets value will increase the fair value and vice versa
There were no changes in the valuation approach used during the periods ended
30 June 2024 and 31 December 2023. Additionally, there were no transfers
between Levels 1, 2, and 3 of the fair value hierarchy for assets recorded at
fair value.
The Group discloses fair values for financial instruments at amortized cost
based on the following methodologies and assumptions:
- Loans and advances to customers are valued by first categorizing them into
portfolios with similar characteristics. The fair value determination involves
adjusting contractual cash flows for ECLs and expectations of customer
behavior, which are informed by observed historic data. These adjusted cash
flows are then discounted at a weighted average lending rate that is
appropriate for each portfolio, resulting in an estimate of their fair value.
- Trust deposits are valued using a replacement cost method, which assumes
that if the deposits were to be replaced, it would be done in the most
advantageous market available. The fair value calculation involves discounting
contractual cash flows using a funding interest rate profile that incorporates
credit spreads reflecting the maturity profile of each deposit.
- Debt securities in issue are valued based on quoted market prices where
available. When quoted prices are not available, the fair value is determined
using a discounted cash flow model. This model uses current market rates
applicable to instruments with similar terms and maturity to estimate the
present value of future cash flows.
22. Maturity analysis of assets and liabilities
At 30 June 2025 Less than 12 months More than 12 months Total
USD'000 USD'000 USD'000
Assets
Financial Assets
Cash and bank balance 25,033 - 25,033
Bank balances held on behalf of customers - - -
Loans and advances to customers 74,170 161,277 235,447
Financial assets at FVTPL 941 124 1,065
Financial assets at FVOCI 639 5,352 5,991
Financial assets at amortised cost 163 - 163
Derivative financial assets 141 - 141
Other financial assets 2,613 28 2,641
Non-Financial Assets
Other non-financial assets 2,407 154 2,561
Inventories 3,130 - 3,130
Repossessed collateral - 780 780
Property, plant and equipment - 5,691 5,691
Intangible assets - 2,285 2,285
Right-of-use assets 68 939 1,007
Assets held for sale 2,228 - 2,228
Deferred tax assets - 103 103
Goodwill - 82 82
Total assets 111,532 176,815 288,347
Liabilities
Financial Liabilities
Borrowed funds (43,350) (52,506) (95,856)
Bond payables (39,425) (2,001) (41,426)
Private placement of trust deposits (53,576) (1,047) (54,623)
Convertible liability (3,727) (3,727)
Due to customers (10) - (10)
Other financial liabilities (6,535) (33) (6,568)
Contract liabilities (288) - (288)
Lease liabilities (401) (639) (1,040)
Non-Financial Liabilities
Current tax liabilities (2,545) - (2,545)
Deferred tax liabilities - (70) (70)
Other non-financial liabilities (1,036) - (1,036)
Total liabilities (150,893) (56,296) (207,189)
Net position (39,361) 120,519 81,158
At 31 December 2024 Less than 12 months More than 12 months Total
USD'000 USD'000 USD'000
Assets
Financial Assets
Cash and bank balance 40,376 - 40,376
Bank balances held on behalf of customers 117 - 117
Loans and advances to customers 61,273 153,576 214,849
Financial assets at FVTPL 1,147 - 1,147
Financial assets at FVOCI 1,379 5,022 6,401
Other financial assets 1,572 26 1,598
Non-Financial Assets
Other non-financial assets 1,311 - 1,311
Inventories 3,394 - 3,394
Repossessed collateral - 691 691
Property, plant and equipment - 5,896 5,896
Intangible assets - 1,252 1,252
Right-of-use assets - 1,048 1,048
Assets held for sale 967 - 967
Deferred tax assets - 381 381
Goodwill - 85 85
Total assets 111,536 167,977 279,513
Liabilities
Financial Liabilities
Borrowed funds (46,509) (48,419) (94,928)
Bond payables (27,358) (9,276) (36,634)
Private placement of trust deposits (59,461) (186) (59,647)
Derivative financial liabilities - (176) (176)
Due to customers (452) - (452)
Other financial liabilities (4,397) (34) (4,431)
Contract liabilities (133) - (133)
Lease liabilities (87) (1,009) (1,096)
Non-Financial Liabilities
Current tax liabilities (2,361) - (2,361)
Other non-financial liabilities (1,049) - (1,049)
Total liabilities (141,807) (59,100) (200,907)
Net position (30,271) 108,877 78,606
23. Notes supporting cash flow
Reconciliation of financing liabilities with financing activities.
Borrowed Funds Bonds Payable Private placement of deposit Lease liabilities Total
USD'000 USD'000 USD'000 USD'000 USD'000
As at 31 Dec 2024 94,782 36,634 59,647 1,096 192,159
Proceeds 57,004 13,401 32,248 236 102,889
Repayment of principal (52,866) (6,833) (36,097) (211) (96,007)
Interest accrued 6,512 3,579 4,646 172 14,909
Interest paid (7,062) (3,664) (3,406) (172) (14,304)
Variable lease payment adjustment - - - (39) (39)
Foreign exchange (1,811) (1,691) (2,415) (42) (5,959)
As at 30 June 2025 96,559 41,426 54,623 1,040 193,648
Borrowed Funds Bonds Payable Private placement of deposit Lease liabilities Total
USD'000 USD'000 USD'000 USD'000 USD'000
As at 31 Dec 2023 59,413 19,651 41,113 1,154 121,331
Proceeds 84,383 7,781 41,702 568 134,434
Repayment of principal (65,080) (2,942) (36,424) (389) (104,835)
Interest accrued 3,949 1,940 4,502 - 10,391
Interest paid (3,335) (1,880) (2,796) 103 (7,908)
Variable lease payment adjustment (241) - (28) (1) (270)
Foreign exchange 757 218 393 12 1,380
As at 30 June 2024 79,846 24,768 48,462 1,447 154,523
24. Segment information
A) Segment information by business line
The Group comprises multiple strategic business units which offer differing
products and services, being Non-banking financial services, Investment
banking services and Real estate trading and services. The Group therefore
assesses the performance of all activities within these individual strategic
business units.
30 June 2025 Non-banking financial activities Investment banking activities Trading of real estates Other Total
USD'000 USD'000 USD'000 USD'000 USD'000
Segment results
Interest income calculated using the effective interest rate 41,256 25 9 46 41,336
Interest and similar expense (14,851) (30) (44) (117) (15,042)
Net interest income 26,405 (5) (35) (71) 26,294
Fee and commission income 5,507 403 201 - 6,111
Fee and commission expense (111) (173) - - (284)
Net fee and commission expense 5,396 230 201 - 5,827
Revenue from contracts with customers - (9) 231 330 552
Cost of sales - - 452 16 468
Rental income - - (148) - (148)
Total revenue from contracts with customers - (9) 535 346 872
Net trading income 313 130 - - 443
Impairment losses on financial instruments (9,514) - - - (9,514)
Other operating income 138 (4) 778 56 968
Total operating income 22,738 342 1,479 331 24,890
Employee costs (3,141) (277) (685) (1,028) (5,131)
Depreciation of property, plant and equipment (281) (28) (39) (58) (406)
Amortisation of right of use (173) (22) (23) - (218)
Amortisation of intangible assets (97) (6) (2) (3) (108)
Other operating expenses (1,890) (127) (657) (155,655) (158,329)
Profit/(Loss) before tax 17,156 (118) 73 (156,413) (139,302)
Income tax expense (4,428) (12) (30) (121) (4,591)
Profit/(Loss) for the period 12,728 (130) 43 (156,534) (143,893)
Profit for the period attributable to:
Owners of the parent 10,228 (130) 43 (156,446) (146,305)
Non-controlling interest 2,500 - - (88) 2,412
Segment assets 275,320 2,021 4,638 6,368 288,347
Segment liabilities 197,554 395 1,529 7,711 207,189
Non-controlling interest 357 (14) - 27,794 28,137
30 June 2024 Non-banking financial activities Investment banking activities Trading of real estates Other Total
USD'000 USD'000 USD'000 USD'000 USD'000
Segment results
Interest income calculated using the effective interest rate 29,464 27 102 1 29,594
Interest and similar expense (10,384) (75) (218) (11) (10,688)
Net interest income 19,080 (48) (116) (10) 18,906
Fee and commission income 3,105 449 122 - 3,676
Fee and commission expense (57) (30) - - (87)
Net fee and commission expense 3,048 419 122 - 3,589
Revenue from contracts with customers - - 1,964 216 2,180
Cost of sales - - 359 23 382
Rental income - - (811) - (811)
Total revenue from contracts with customers - - 1,512 239 1,751
Net trading income - 5 - - 5
Impairment losses on financial instruments (2,780) 4 - - (2,776)
Other operating income 98 52 196 120 466
Total operating income 19,446 432 1,714 349 21,941
Employee costs (2,436) (263) (399) (717) (3,815)
Depreciation of property, plant and equipment (183) (28) (18) (60) (289)
Amortisation of right of use (147) (18) (56) (24) (245)
Amortisation of intangible assets (84) - (1) (5) (90)
Other operating expenses (1,600) (130) (572) (393) (2,695)
Profit before tax 14,996 (7) 668 (850) 14,805
Income tax expense (3,542) (3) (75) (59) (3,679)
Profit for the period 11,454 (10) 593 (909) 11,126
Profit for the period attributable to:
Owners of the parent 9,279 (10) 593 (782) 9,080
Non-controlling interest 2,175 - - (129) 2,046
Segment assets 223,412 2,069 5,555 2,881 233,917
Segment liabilities 163,196 1,385 2,930 460 167,971
Non-controlling interest 398 - - 20,692 21,090
B) Segment information by geography - Non-banking financial activities
Non-banking financial services within the Group is made up of the core
Mongolian market operations and operations in other Central Asian
jurisdictions, most notably the Kyrgyz Republic. The segmental information
below shows the performance and assets of the non-banking financial services
strategic business unit within these two key geographical jurisdictions.
30 June 2025 Non-banking financial activities - Mongolia Non-banking financial activities - Other Asian Countries Non-banking financial activities - Total
USD'000 USD'000 USD'000
Segment results
Interest income calculated using the effective interest rate 38,230 3,051 41,281
Interest and similar expense (14,124) (846) (14,970)
Net interest income 24,106 2,205 26,311
Fee and commission income 5,501 6 5,507
Fee and commission expense (110) (15) (125)
Net fee and commission expense 5,391 (9) 5,382
Revenue from contracts with customers - - -
Cost of sales - - -
Rental income - - -
Total revenue from contracts with customers - - -
Net trading income 263 50 313
Impairment losses on financial instruments (9,691) (95) (9,786)
Other operating income 384 63 447
Total operating income 20,453 2,214 22,667
Employee costs (2,587) (554) (3,141)
Depreciation of property, plant and equipment (290) (21) (311)
Amortisation of right of use (148) (46) (194)
Amortisation of intangible assets (107) (8) (115)
Other operating expenses (2,229) (284) (2,513)
Profit before tax 15,092 1,301 16,393
Income tax expense (4,385) (43) (4,428)
Profit for the period 10,707 1,258 11,965
Profit for the period attributable to:
Owners of the parent 10,707 1,180 11,887
Non-controlling interest - 78 78
Segment assets 251,903 25,452 277,355
Segment liabilities 188,716 9,603 198,319
Non-controlling interest - 357 357
30 June 2024 Non-banking financial activities - Mongolia Non-banking financial activities - Other Asian Countries Non-banking financial activities - Total
USD'000 USD'000 USD'000
Segment results
Interest income calculated using the effective interest rate 27,771 1,693 29,464
Interest and similar expense (9,484) (900) (10,384)
Net interest income 18,287 793 19,080
Fee and commission income 3,068 37 3,105
Fee and commission expense (44) (13) (57)
Net fee and commission expense 3,024 24 3,048
Revenue from contracts with customers - - -
Cost of sales - - -
Rental income - - -
Total revenue from contracts with customers - - -
Net trading income - - -
Impairment losses on financial instruments (2,704) (76) (2,780)
Other operating income (152) 250 98
Total operating income 18,455 991 19,446
Employee costs (2,131) (305) (2,436)
Depreciation of property, plant and equipment (168) (15) (183)
Amortisation of right of use (136) (11) (147)
Amortisation of intangible assets (80) (4) (84)
Other operating expenses (1,323) (277) (1,600)
Profit before tax 14,617 379 14,996
Income tax expense (3,514) (28) (3,542)
Profit for the period 11,103 351 11,454
Profit for the period attributable to:
Owners of the parent 8,996 283 9,279
Non-controlling interest 2,108 67 2,175
Segment assets 209,504 13,908 223,412
Segment liabilities 157,760 5,436 163,196
Non-controlling interest - 398 398
25. Reverse Takeover
On 12 February 2025, the company acquired the entire issued and paid-up share
capital of ICFG Pte Ltd for 177,840,000 firm Consideration Shares at a deemed
valuation of USD 0.80 per share (nominal value USD 0.80), valuing the Company
at USD 146,209,000.
The acquisition has been treated as a reverse acquisition and hence accounted
for in accordance with IFRS 2. Although the transaction resulted in ICFG Pte
Ltd becoming a wholly owned subsidiary of the Company, the transaction
constitutes a reverse acquisition as the previous shareholders of ICFG Pte Ltd
own a substantial majority of the Ordinary Shares of the Company and the
executive management of ICFG Pte Ltd became the executive management of ICFG
Limited. In substance, the shareholders of ICFG Pte Ltd acquired a controlling
interest in the Company and the transaction has therefore been accounted for
as a reverse acquisition. The reverse acquisition falls under IFRS 2 rather
than IFRS 3 as the activities of ICFG Limited (the 'Legal Parent') do not
constitute a business.
The following table summarises the consideration paid for the Legal Parent
through the reverse acquisition and the amounts of the assets acquired and
liabilities assumed on the acquisition date. The financial comparatives relate
to Legal Subsidiary rather than the Legal Parent as the consolidated financial
statements represent a continuation of the financial statements of the Legal
Subsidiary.
In accordance with IFRS 2, the value of obtaining the listing under a reverse
acquisition is calculated on the net assets of the legal parent. The
share-based payment of USD 154,891,000 arising from the acquisition is
attributable to the value of the parent company being an LSE main market
listed entity to the Legal Subsidiary and has been recognised as an expense in
the statement of comprehensive income.
Consideration as at 30 July
2025
USD'000
Firm consideration shares (177,840,000 ordinary
shares)
141,652
Convertible loan
conversion
4,557
Total
Consideration
146,209
Fair value of shares acquired in ICFG Pte Ltd
146,209
Net liabilities of ICFG Limited acquired
8,682
Share based payment expense
154,891
As the Reverse Takeover was completed on 12th February 2025, the income
statement for the six months ended 30th June 2025 comprised of the information
of the subsidiaries for the period 1st Jan 2025 to 30th June 2025 and for ICFG
Limited for the period 12th Feb to 30th June 2025.
26. Subsequent events
Management is not aware of any other events that occurred after the end of the
reporting period until the date the Interim Condensed Consolidated Financial
Statements were approved for release, which would have any impact on these
Interim Condensed Consolidated Financial Statements.
Other than the Board and Management changes noted in the Chief Executive
Officer's Statement, the following events took place since 30 June 2025.
ICFG Loan Notes: On 15 September 2025, ICFG raised £330,000 through the
issuance of loan notes under an unsecured loan note instrument. The Series A
Loan Notes are issued in denominations of £10,000 (or multiples thereof) up
to an aggregate maximum of £1 million. They carry a fixed annual interest
rate of 10%, with principal and accrued interest repayable 12 months from the
date of issue. The Series A Loan Notes have no conversion rights.
Invescore NBFI Financing Facility: Invescore NBFI obtained a financing
facility equivalent to US$20 million from FMO Entrepreneurial Development Bank
(Netherlands). The senior loan is denominated in MNT, with a five-year term.
In accordance with FMO's sustainability mandate, at least 10% of the facility
will be allocated to green initiatives as defined by the "FMO Master Green
List," while the remaining 90% will be directed to micro and SME sub-loans,
particularly targeting underserved agricultural, rural, women-led, and
youth-owned businesses, supporting both financial inclusion and climate action
objectives.
Connect Life LLC Insurance Licence: On 24 July 2025, Connect Life LLC was
granted a specialised life insurance licence by the Financial Regulatory
Commission of Mongolia. The licence permits the company to offer a full suite
of life insurance and annuity products-including term life, whole life,
endowment, pension, and annuity solutions-across Mongolia. Connect Life LLC is
wholly owned by Insur LLC, in which SIBJ Capital holds a 51% equity interest.
ICFG LIMITED
OFFICERS AND ADVISORS
Directors Mr Ankhbold Bayanmunkh, Chairman
Mr Oliver Stuart Fox, Chief Executive Officer, Executive Director (resigned on
19 August 2025)
Mr Hirohito Namiki, Executive Director
Mr Robert George Shepherd, Independent Non-Executive Director
Ms Nicola Jane Walker, Independent Non-Executive Director
Mr Amar Lkhagvasuren, Independent Non-Executive Director
Administrator and Company Secretary New Street Management Limited Les Echelons Court
Les Echelons, St Peter Port Guernsey GY1 1AR
Registered and Head Office Les Echelons Court
Les Echelons, St Peter Port Guernsey GY1 1AR
Telephone Number +44 1481 743030
Financial Adviser Strand Hanson Limited 26 Mount Row London W1K 3SQ
UK
Broker Novum Securities Limited 2nd Floor 7,
10 Chandos St, London W1G 9DO
Auditor and Reporting Accountant PKF Littlejohn LLP 15 Westferry Circus London E14 4HD UK
Counsel to the Company Carey Olsen (Guernsey) LLP Carey House, Les Banques St. Peter Port
GY1 4BZ Guernsey
Registrars MUFG Corporate Markets (Guernsey) Limited Mont Crevelt House
Bulwer Avenue St Sampson
Guernsey GY2 4LH
Financial public relations advisers to the Company IFC Advisory Limited Birchin Court
20 Birchin Lane London EC3V 9DU UK
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. END IR PPUQABUPAGQQRecent news on ICFG
See all newsREG - ICFG Limited - Interim Results
AnnouncementREG - ICFG Limited - Loan Note Instrument
AnnouncementREG - ICFG Limited - SIBJ Group Annual Report 2024
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AnnouncementREG - ICFG Limited - Board and Management Changes
Announcement