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
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 30 June 2025
Consolidated 30 June 2024
USD'000 Unaudited
USD'000 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 30 June 2025
Consolidated 30 June 2024
USD'000 Unaudited
USD'000 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 operations
603
481
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 30 June 2025
Consolidated 31 December 2024
USD'000 Unaudited
USD'000 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 30 June 2025
Consolidated 31 December 2024
USD'000 Unaudited
USD'000 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
Merger reserve
Fair valuereserve
Translation reserve
Retained earnings
Total equity attributable totheowners of the parent
Non-controlling interests
Total Equity
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 (Unaudited)
5,145
-
1,313
(6,344)
55,201
55,315
23,291
78,606
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
Merger reserve
Fair valuereserve
Translation reserve
Retained earnings
Total equity attributable totheowners of the parent
Non-controlling interests
Total Equity
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 (Unaudited)
5,145
148,679
15,331
1,558
(11,589)
(103,669)
55,455
25,703
81,158
ICFG LIMITED
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025
Note
Consolidated 30 June 2025
Consolidated 30 June 2024
USD'000 Unaudited
USD'000 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 30 June 2025
Consolidated 30 June 2024
USD'000 Unaudited
USD'000 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 30th 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 2025
30 June 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 2025
30 June 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 2025
30 June 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 2025
30 June 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 2025
30 June 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 2025
30 June 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 taxation
(34,825)
3,883
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 2025
31 Dec 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 2025
30 June 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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 2025
31 December 2024
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 FrontiersLLC
(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 31st 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
At30 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 2025
31 December 2024
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
ICFGLIMITED
Guernsey
Parentcompany
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
Key management personnel has joint control over
Loans and advances
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 management personnel
Directors
Key management personnel
Directors
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 Gross maximum exposure
31 December 2024 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 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
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 3 and 12
Between 1 and 2
Between 2 and 5
Total
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 future cash flows
Increase in default rate and market rate of interest will decrease the fair 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
TelephoneNumber
+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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