• 29 Sep 25
 

ICFG Limited - Interim Results


Icfg Limited | ICFG | 31.0 0 0.0% | Mkt Cap: 63.2m



RNS Number : 0916B
ICFG Limited
29 September 2025
 

29 September 2025

ICFG LIMITED

("ICFG" or the "Company")

Interim Results for the six months ended 30 June 2025

ICFG (LON: ICFG) is pleased to announce the Company's unaudited interim results for the six months ended 30 June 2025.

For further information, please contact:

ICFG Limited

Via IFC

Enkhmaral Batkhuyag, Interim CEO

 

Strand Hanson Limited (Financial Adviser)

Rory Murphy / Abigail Wennington / David Asquith

+44 (0) 207 409 3494

 

Novum Securities (Broker)

Jon Bellis / Colin Rowbury

+44 (0) 207 399 9400

 

IFC Advisory Limited (Financial PR and IR)

Tim Metcalfe / Zach Cohen

+44 (0) 203 934 6630

 

ICFG LIMITED

STATEMENT OF MANAGEMENT'S RESPONSIBILITIES

 

We confirm that to the best of our knowledge:

·

the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK;

·

the interim management report includes a fair, balanced and understandable review of the information required by:

 

(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

Approved by the Board on 27 September 2025 and signed on its behalf.

 

NICOLA JANE WALKER

DIRECTOR

 

 

COMPANY INFORMATION

GENERAL

ICFG Limited (the "Company") is a company limited by shares, incorporated in Guernsey on 28 May 2021 under The Companies (Guernsey) Law, 2008, (as amended).

The Company's registration number is 69264 and its registered office is Les Echelons Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR.

On 12 February 2025, the Company successfully completed its reverse takeover of ICFG Pte Ltd and was readmitted to the main market of the London Stock Exchange under the ticker symbol "ICFG," with its shares registered under ISIN GG00BPGZTM87 and SEDOL BPGZTM8.

The Company and its subsidiaries are collectively referred to as the "Group" in this Interim Financial Report.

PRINCIPAL ACTIVITY

The principal activity of ICFG Limited is the provision of technology-driven financial services in emerging markets. Primarily in financial services and microfinance, investment banking, AI and fintech solutions, real estate development and management.

BOARD OF DIRECTORS

The Board is responsible for leading and controlling the Company and has overall authority for the management and conduct of its business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the Company.

The Board consisted of following Directors during the period:

Chairman, Executive Director

Mr Ankhbold Bayanmunkh

Chief Executive Officer, Executive Director

Mr Oliver Stuart Fox*

Executive Director

Mr Hirohito Namiki

Non-Executive Director

Mr Robert George Shepherd

Non-Executive Director

Ms Nicola Jane Walker

Non-Executive Director

Mr Amar Lkhagvasuren


*Oliver Fox
was Chief Executive Officer and a Director until 19 August 2025. He resigned from his role and Ms. Enkhmaral Batkhuyag has been appointed as Interim Chief Executive Officer, currently a non-Board position, from 19 August 2025.

CORPORATE GOVERNANCE

As a Company with a listing in the equity shares (transition) category, the Company is not required to comply with the provisions of the UK Corporate Governance Code 2024 published by the Financial Reporting Council of the UK. However, the Company has elected to comply with the UK Corporate Governance Code and to use it as a benchmark and seek to comply with its provisions to the extent appropriate for its size and stage of development. In line with this commitment, the Board has also established an Audit Committee, a Nomination Committee, a Remuneration Committee and a Risk Committee each with formally delegated duties and responsibilities and with written terms of reference.

The Company holds quarterly board meetings with additional board meetings held as issues which require the attention of the Board arise. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors' responsibility to oversee the financial position of the Company and monitor the business and affairs of the Group, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company's approach to risk management and has formally adopted an anti-corruption and bribery policy as well as a share dealing code. The Company is led by an effective and entrepreneurial Board, whose role is to promote the long-term sustainable success of the Company, generating value for Shareholders and contributing to wider society. The Board works to ensure that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently. The Board ensures that the necessary resources are in place for the Company to meet its objectives and measure performance against them.

PRESENTATION OF NUMBERS

As the Reverse Takeover was completed on 12th February 2025, the income statement for the six months ended 30th June 2025 comprised of the information of the subsidiaries for the period 1st Jan 2025 to 30th June 2025 and for ICFG Limited for the period 12th Feb to 30th June 2025. Please refer to Note 25 for more information.

REPORTING CURRENCY CHANGE

Reporting Currency Change

The Company has decided to change the Group wide reporting (presentation) currency to U.S. Dollars (USD). The reporting currency is primarily used for the presentation of consolidated financial statements and may differ from the functional currencies of individual subsidiaries.

There are several key reasons for selecting USD as Group reporting currency:

Alignment within the Group and Stakeholders: USD is widely used in global financial reporting and is often the preferred currency for international stakeholders, investors, and financial institutions. The Group operates across multiple jurisdictions with varying currencies, thus aligning with USD enhances transparency and comparability, particularly for users of the financial statements.

Simplification of Consolidation Process: From a practical perspective, using a single reporting currency-USD-streamlines the financial consolidation process. It requires currency conversion only at the reporting date exchange rate, simplifying the preparation and analysis of consolidated financials.

Consistency and Comparability: Reporting in USD ensures consistency across group entities and enhances comparability over time, especially as the Group expands its global footprint and engage with international markets.

Accordingly, the reporting currency of the Group has been changed to USD, effective from the beginning of this reporting period. The Board of Directors formally approved this change on 23 September 2025.

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

I am pleased to present the interim report and unaudited financial statements for ICFG Limited (the "Company") for the six months to 30 June 2025.

REVERSE TAKEOVER OF ICFG PTE. LTD. AND READMISSION TO TRADING ON THE MAIN MARKET OF THE LONDON STOCK EXCHANGE

On 12 February 2025, the Company announced the successful completion of a reverse takeover of ICFG Pte Ltd, an acquisition previously announced on 14 March 2023. ICFG Pte Ltd, with its subsidiaries, is a group of companies with its primary operations in the micro-finance sector, offering loans and investment products to businesses and individuals, primarily in Asia, and has developed technologies, including a mobile application, to sell certain of its product lines.

In the H1 2024 comparative period, the Company was a cash shell with no operations.

OPERATIONS

ICFG Limited, listed on the main market of the London Stock Exchange under the ticker "ICFG," is the holding company of the Group. Through its 80.49% interest in InvesCore NBFI JSC, a leading non-bank financial institution in Mongolia, the Group consolidates a diversified portfolio of subsidiaries across several countries. In Mongolia, the Group owns InvesCore Property LLC (real estate development and management), InvesCore Capital LLC (investment banking and brokerage), AI Lab LLC (fintech and technology development, majority-owned), and Core Development and Engineering LLC (construction and engineering). In the Kyrgyz Republic, it controls Pocket KG LLC (digital lending and payments) and InvesCore CA JSC (microfinance). In Kazakhstan, it operates InvesCore KZ Ltd and InvesCore Finance MFO LLP (microfinance and fintech services), while in Uzbekistan it holds InvesCore UE LLC (investment consulting). Collectively, these businesses extend ICFG's presence across financial services, technology, and property in Mongolia and Central Asia.

In the first half of 2025, ICFG expanded its footprint with new branches in Dornogovi Mongolia and Kyrgyzstan, while its Kazakhstan subsidiary improved market ranking and loan growth. The Group advanced its digital transformation through AI-driven credit scoring, big data analytics, and enhanced customer platforms, alongside a strengthened cybersecurity framework.

Investment in people and culture also remained a priority, with leadership development and staff engagement initiatives reinforcing the Group's values.

In H1 2025, the Company achieved total net operating income of US$25 million, an increase from US$21.9 million in H1 2024. Profit before tax also rose to US$15.3 million, up from US$14.8 million in the same period last year.

As part of the reverse takeover process, ICFG Limited issued 177,840,000 new ordinary shares to the former shareholders of ICFG Pte Ltd at a valuation of GB£0.64 per share. This transaction was recognised as a share-based payment expense totaling US$154.9 million. As a result, our total comprehensive income for the period was significantly reduced.

KEY ACHIEVEMENTS

The first half of 2025 marked several milestones that reflect both operational momentum and growing reputation in the financial services sector.

ICFG Group achieved a landmark milestone by becoming the first Mongolian financial institution listed on the London Stock Exchange. This enhances international visibility and also broadens access to global investors.

ICFG Group's support for small and medium enterprises advanced with the successful completion of the SME Support Program, jointly executed with Rio Tinto, creating greater financing opportunities for Mongolia's business community.

In March 2025, SIBJ Capital acquired Insur LLC, the sole owner of Connect Life LLC. Connect Life LLC will focus on delivering digital-based insurance and pension savings solutions. This strategic investment reflects ICFG Group's commitment to building a presence in the insurance sector, particularly within the InsurTech space, and supports its broader mission to provide accessible financial services through fintech innovation.

In May 2025, InvesCore NBFI secured US$5 million in financing from Triple Jump B.V., a Dutch impact investment manager committed to support inclusive and sustainable development in emerging markets.

In June 2025, InvesCore NBFI was officially recognised as one of Mongolia's "Top 100 Enterprises" by the Government of Mongolia and Mongolian National Chamber of Commerce and Industry for its achievements and contributions to Mongolia's economic and social developments.

In June 2025, InvesCore NBFI successfully secured an additional loan equivalent to US$3 million from the international impact investment Fund EMF Microfinance Fund, AgmvK (EMF). This marks the sixth round of funding from EMF, bringing total financing received from EMF to US$16 million. This milestone reflects the continued confidence of international investors in InvesCore NBFI's growth, market expansion, financial stability, sound corporate governance, and commitment to transparency.

CONVERTIBLE LOAN FACILITY

On 28 January 2025, the Company received £200,000 for the last tranches of The Series C Convertible Loans with an interest rate equating to a fixed amount of five per cent. per annum. In total £1.5m of the Series C Convertible Loan was received by the Company.

On 12 February 2025, the Series C Convertible Loan, in addition to two earlier convertible loans announced in 2023, converted into ordinary shares in ICFG Limited in accordance with the terms of these loans. In total convertible loans of £3.5m plus interest accrued converted into 6,357,116 shares that were issued on completion of the reverse takeover.

On 4 December 2024, the Company announced it had obtained a further unsecured committed facility of up to £2 million via a convertible loan note instrument (the "Series D Convertible Loan"). The Series D Convertible Loan was made available in two tranches over December 2024 and January 2025 an interest rate equating to a fixed amount of ten per cent. per annum. The two tranches (totaling £2,000,000) were received by the Company. The Series D Convertible loan provides the lender the option to convert the loan principle plus interest into ordinary shares of the Company at the readmission price of 64 pence by 31 December 2025 or repayment be made by the Company in cash.

BOARD AND MANAGEMENT CHANGE

Mr. Oliver Stuart Fox resigned as Chief Executive Officer ("CEO") of the Company on 19 August 2025. In addition, Mr. Benjamin Proffitt resigned as Chief Financial Officer ("CFO"), a non-Board role on 19 August 2025. Their resignations followed the successful completion of the reverse takeover.

As the Company enters a new chapter following its reverse takeover, the Board has made interim appointments from within the Group, selecting individuals with a strong understanding of the business. Ms. Enkhmaral Batkhuyag has been appointed interim Chief Executive Officer and will be appointed as Executive Director, subject to customary due diligence. In addition, Ms. Tserennadmid Ganbaatar has been appointed interim Chief Financial Officer of the Company.

FORWARD LOOKING STATEMENT

The Company remains confident in its ability to deliver growth in the second half of the year, supported by a resilient balance sheet, diversified revenue streams, and prudent cost and risk management. While macroeconomic challenges persist, including inflationary pressures, interest rate volatility, and foreign exchange fluctuations, the Company believes its strong capital position and disciplined execution provide a solid foundation to navigate the evolving environment.

The Company's strategic priorities remain consistent, with ongoing investment in digital capabilities, customer service, and operational efficiency aimed at driving sustainable, long-term value creation. Subject to no material changes in market conditions, the Board anticipates the Group's full-year performance to be broadly in line with current management expectations.

On behalf of the Board, I thank the shareholders and advisors of the Company for their continued support.

 

ENKHMARAL BATKHUYAG

INTERIM CHIEF EXECUTIVE OFFICER

27 September 2025

 

DIRECTORS REPORT

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the interim report and unaudited financial statements, in accordance with applicable law and regulations. The Directors confirm to the best of their knowledge that:

·

the condensed set of unaudited financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' of UK-adopted International Accounting Standards;

·

this interim report includes a fair review of the information required by DTR 4.2.7R of the FCA's Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial period and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial period;

·

the interim report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein); and

·

the condensed set of unaudited financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss as required by DTR 4.2.10R.


The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with The Companies (Guernsey) Law, 2008 (as amended). They are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

PRINCIPAL RISKS AND UNCERTAINTIES

The following is a summary of key risks that, alone or in combination with other events or circumstances, the Directors has determined could have a material adverse effect on the Company's business, financial condition, results of operations and prospects. The Company has considered circumstances such as the probability of the risk materialising, the potential impact which the materialisation of the risk could have on the Company's business, financial condition, and prospects, and the attention that management would, on the basis of current expectations, have to devote to these risks if they were to materialise:

·

Slower global economic growth, persistent inflationary pressures, and elevated interest rates continue to create uncertainty in capital markets and weigh on consumer and business confidence. These conditions may reduce demand for the Group's products and services, as both households and businesses may limit spending, borrowing, or investment. Inflationary pressures may also drive up the Group's operating costs, including staff expenses, funding costs, and general administrative overheads, while elevated interest rates could further increase the cost of borrowing and reduce margins. If such conditions persist or worsen, they could materially and adversely affect the Group's revenues, profitability, liquidity position and overall financial performance.

·

Volatility in foreign exchange markets, particularly between the US dollar, British pound and other operational currencies, may adversely affect the Group's financial performance. As the Group generates revenues and incurs costs across multiple jurisdictions, fluctuations in exchange rates may result in mismatches between revenue and cost bases, adversely affecting reported profitability and cash flows. While hedging strategies may be used, they may not fully mitigate these risks, and adverse movements could materially affect the Group's business, results of operations and prospects.

·

The Group faces competition in each business activity and the products and services it offers in microlending and other neo-banking services, investment banking, property management and IT development. Competitors may leverage greater scale, pricing flexibility, brand strength, or more innovative technologies to attract customers, while mergers and acquisitions could further consolidate their market power. If the Group is unable to keep pace with such developments or effectively align its products and services with market needs, its market share, growth, financial condition, and prospects could be materially adversely affected. The Group faces competition in each business activity and the products and services it offers in microlending and other neo-banking services, investment banking, property management and IT development.

·

The Group, particularly through InvesCore NBFI, is exposed to counterparty credit risk, where a failure by counterparties to meet their financial obligations could significantly impact its business, financial condition, and results of operations. Large defaults could hinder the Group's ability to achieve its objectives, and exposure is further constrained by regulatory limits set by the respective authorities, which cap single borrower exposure relative to equity for microfinance entities.

 

Additional risks and uncertainties not presently known to the Directors, or that the Directors currently consider to be immaterial, may individually or cumulatively also have a material adverse effect on the Company's business, prospects, results of operations, and financial position. If any or a combination of these risks actually occurs, the business, prospects, results of operations and/or financial position of the Company's business could be materially and adversely affected.

We continue to actively monitor these risks and implement appropriate mitigation strategies to protect the Group's financial health and strategic objectives.

GOING CONCERN

The Directors believe that the Company has adequate financial resources to continue its operational existence for at least 12 months from the date of the approval of these financial statements. 

Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Signed on behalf of the Board by:

 

NICOLA JANE WALKER

DIRECTOR

27 September 2025



ICFG LIMITED

UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025

 


Note

 

Consolidated

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 value reserve


Translation  reserve


 Retained earnings

 

Total equity attributable to the owners 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 value reserve


Translation  reserve


 Retained earnings

 

Total equity attributable to the owners 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 Frontiers LLC

(ii)


2,520

         1,933

Bogd Bank JSC

(iii)


1,957

         4,098

Trade and Development Bank JSC

(iv)


-

            794

Xac Bank JSC

(v)


         3,345

         5,280

Global gender SF

(vi)


         3,577

         4,497

Triple Jump B.V. (hedged by MFX)

(vii)


         4,995

               -  

Khan Bank JSC

(viii)


         2,790

         2,921

ResponsAbility SICAV (MNT)

(ix)


            994

         1,248

Khuvsgul Geology JSC

(x)


558

            780

Individual Kim

(xi)


18

19

Responsibility Global Micro Fund (MNT)

(xii)


994

         1,248

Bridge Japan LLC

(xiii)


520

            520

European Bank for Reconstruction and Development (EBRD)

(xiv)


2,800

         3,874

Asian Development Bank

(xv)


         4,916

         6,670

EMF Microfinance Fund Agmvk

(xvi)


         5,916

         7,871

Microfinance Enhancement Facility SA, SICAV-SIF

(xvii)


3,330

         3,331

M Bank JSC

(xviii)


837

         1,753

Enabling Qapital Ltd.

(xix)


408

            716

Bank of Asia CJSC

(xx)


305

            417

FinanceCreditBank OJSC

(xxi)


         1,223

         1,227

Khugjliin Khurdasguur Khujirt Fund

(xxii)


-

29

Arig Bank LLC

(xxiii)


         1,395

         1,461

Blue Orchard Microfinance Fund

(xxiv)


       12,562

       12,991

Lendahand

(xxv)


         1,250

         1,043

Baitushum Bank OJSC

(xxvi)


            525

            574

OJSC O Bank

(xxvii)


         1,640

            561

IVCH SG Pte Ltd

(xxviii)


         1,159

146

Accrued interest payable



1,810

2,091






Total borrowed fund



96,941

95,306






Less: Deferred fee expense



(382)

(378)






Total borrowed fund, net

 

 

96,559

94,928

The Group did not default on principal or interest payments with regard to all liabilities as of 30 June 2025 and 31 December 2024. As of 30 June 2025, the Group is fully compliant with contractual covenants imposed by the lenders.

Fixed rates of interest ranges from 5% to 24% and floating rate of interest range from 10% to 10.3%.

 

Lenders

Currency

 Principal amount disbursed

Principal amount outstanding

Interest type

Type of loan

Payment

USD'000

USD'000









(i)

Golomt Bank JSC

MNT

      8,371

      8,375

Fixed

Secured

Interest and principal are payable on monthly basis.

Golomt Bank JSC

MNT

     20,926

     21,045

Fixed

Unsecured

Interest and principal are payable at the end of the term.

Golomt Bank JSC

USD

         173

         173

Fixed

Secured

Interest and principal are payable on semi-annual basis.


Golomt Bank JSC

MNT

      7,115

      5,042

Fixed

Secured

Interest and principal are payable at the end of the term.

(ii)

MKK Frontiers LLC

MNT

      2,401

      2,520

Fixed

Secured

Interest and principal are payable on monthly basis.

(iii)

Bogd Bank JSC

MNT

8,785

1,957

Fixed

Unsecured

Interest and principal are payable on monthly basis.

(v)

Xac Bank JSC

MNT

8,820

3,345

Fixed

Secured

Interest and principal are payable on monthly basis.

(vi)

Global gender SF

MNT

      4,293

      3,577

Floating

Unsecured

To be repaid in 6 equal installments.

(vii)

Triple Jump B.V. (hedged by MFX)

USD

      4,995

      4,995

Fixed

Unsecured

To be repaid in 6 equal installments.

(viii)

Khan Bank JSC

MNT

     17,020

      2,790

Fixed

Secured

Interest and principal are payable on monthly basis.

(ix)

Responsibility SICAV-MNT

MNT

      1,192

         994

Floating

Unsecured

To be repaid in 6 equal installments.

(x)

Khuvsgul Geology JSC

MNT

647

558

Fixed

Unsecured

The next payment is due on 28 Oct 2024.

(xi)

Individual Kim

MNT

          18

          18

Fixed

Unsecured

Interest and principal are payable at the end of the term.

(xii)

Responsibility Global Micro fund-MNT

MNT

      1,192

         994

Floating

Unsecured

To be repaid in 6 equal installments.

(xiii)

Bridge Japan LLC

USD

517

520

Fixed

Unsecured

Interest is due annually and principal amount is due at the end of the term.

(xiv)

European Bank for Reconstruction and Development

MNT

      2,404

         827

Fixed

Unsecured

To be repaid in 6 equal installments.


European Bank for Reconstruction and Development

MNT

      2,359

      1,973

Fixed

Unsecured

To be repaid in 6 equal installments.

 (xv)

Asian Development Bank

USD

1,998

771

Floating

Unsecured

To be repaid in 6 equal installments.


Asian Development Bank

USD

      3,996

      2,081

Fixed

Unsecured

To be repaid in 6 equal installments.


Asian Development Bank

MNT

      3,823

      2,064

Fixed

Unsecured

To be repaid in 6 equal installments.

(xvi)

EMF Microfinance Fund Agmvk

USD

5,001

5,916

Fixed

Unsecured

To be repaid in 6 equal installments.

(xvii)

Microfinance Enhancement Facility SA, SICAV-SIF

USD

5,031

3,330

Fixed

Unsecured

Interest amount is payable semiannually on June 30 and December 31 of each year, beginning on June 30, 2024.

(xviii)

M Bank JSC

MNT

      3,348

         837

Fixed

Secured

Interest and principal are payable on monthly basis.

(xix)

Enabling Qapital Ltd.

KGS

         508

         408

Fixed

Unsecured

Interest and principal are payable on monthly basis.

(xx)

Bank of Asia CJSC

KGS

676

305

Fixed

Unsecured

Interest and principal are payable at the end of the term.

(xxi)

FinanceCreditBank OJSC

KGS

1,342

1,223

Fixed

Unsecured

Interest and principal are payable at the end of the term.

(xxiii)

Arig Bank LLC

MNT

         1,471

1,395

Fixed

Secured

Interest is due monthly and principal amount is due at the end of the term.

(xxiv)

BlueOrchard Microfinance Fund

USD

      12,320

12,562

Floating

Unsecured

Interest is due semiannually and principal amount is due per the repayment schedule.

(xxv)

 Lendahand

USD

      1,862

         1,250

Fixed

Unsecured

 To be repaid in 6 equal installments.

(xxvi)

 Baitushum Bank OJSC 

KGS

         572

            525

Fixed

Secured

 Interest and principal are payable on monthly basis.

(xxvii)

 OJSC O Bank

KGS

      2,858

         1,640

Fixed

Secured

Interest and principal are payable on monthly basis.

(xxviii)

 IVCH SG PTE Ltd

SGD

1,159

         1,159

Fixed

Unsecured

No fixed repayment term. Maturity of facility is 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


 

At 30 June 2025

At 31 December 2024

 

 

Book value

Fair value

Book value

Fair value

 

 

USD'000

USD'000

USD'000

USD'000

 







Individuals



 33,405

 33,405

42,655

42,655

Corporates



 16,459

 16,459

13,303

13,303

Accrued interest payables



 4,759

 4,759

3,689

3,689








Total private placement of trust deposits

 

 

54,623

54,623

59,647

59,647

 

The currency profile of the Group's private placement of trust deposits is as follows:

 

Interest rate

 

30 June

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

 




ICFG LIMITED

Guernsey

Parent company

Borrowed fund

 

Related parties of the Group that are not its subsidiaries as follows:

-     associates (entities that are under the significant influence of the Group; however, there were no associates in both 2025 and 2024);

-     joint ventures (entities in which SIBJ Capital LLC shares control with another party; however, there were no joint ventures in both 2025 and 2024);

-     key management personnel and directors; and

-     entities over which key management personnel and directors or their close family members have solely or jointly a direct or indirect significant influence (collectively referred to as other related parties).

 

Key management personnel and directors are those people who have authority and responsibility for planning, directing, and controlling the activities of the Group, directly or indirectly. The Group considers the members of the Board of Directors (the BoD) and C-suites of the parent and its subsidiaries to be key management personnel and directors for the purposes of IAS 24.         

Other related parties of the Group with which there have been transactions or outstanding balances in the period of report are identified as follows:

 

Related party

Country of incorporation

Relationship

Transactions

iCore Partners LLC

Mongolia

 

 

 

 

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:

Significant financial deterioration

Having difficulty pay interest or principal payment

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

Telephone Number

+44 1481 743030

Financial Adviser

Strand Hanson Limited 26 Mount Row London W1K 3SQ

UK

Broker

 

Novum Securities Limited 2nd Floor 7,

10 Chandos St, London W1G 9DO

Auditor and Reporting Accountant

PKF Littlejohn LLP 15 Westferry Circus London E14 4HD UK

Counsel to the Company

 

Carey Olsen (Guernsey) LLP Carey House, Les Banques St. Peter Port

GY1 4BZ Guernsey

Registrars

 

MUFG Corporate Markets (Guernsey) Limited Mont Crevelt House

Bulwer Avenue St Sampson

Guernsey GY2 4LH

Financial public relations advisers to the Company

IFC Advisory Limited Birchin Court

20 Birchin Lane London EC3V 9DU UK

 

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