Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 10, 2023, the Audit Committee (“Audit Committee”) of the Board of Directors of Freedom Holding Corp. (the “Company”), after discussion with management, concluded that the Company’s (i) previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2022 and (ii) previously filed Quarterly Reports on Form 10-Q for each of the quarterly periods ended December 31, 2021, June 30, 2022 and September 30, 2022 (collectively the “Prior Financial Statements”), and any reports, related earnings releases, investor presentations or similar communications of the Company’s Prior Financial Statements should no longer be relied upon.
The determination resulted from an error in the Prior Financial Statements identified by the Company related to the classification of certain interest income derived from margin lending made by subsidiaries of the Company within the Company’s income statement. Specifically, the Company determined that, in the Consolidated Statements of Operations and Other Comprehensive Income in the Prior Financial Statements, certain interest income from margin lending was presented as “Fee and commission income” whereas it should have been presented as “Interest income,” and that this misclassification of revenue should be restated through amendments to the Prior Financial Statements. The Company has determined that the misclassifications did not have any impact on the Company's net income or reported key performance indicators.
As disclosed in the Company’s Form 8-K dated November 14, 2022, on November 14, 2022, the Audit Committee, after discussion with management, concluded that certain of the Prior Financial Statements, in particular the Company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2022 and previously filed Quarterly Reports on Form 10-Q for each of the quarterly periods ended December 31, 2021 and June 30, 2022, and any reports, related earnings releases, investor presentations or similar communications of such prior financial statements should no longer be relied upon. The determination resulted from an error in such prior financial statements identified by the Company related to the classification of certain loans and deposits from banking institutions within the Company’s statement of cash flows. Such financial statements have not yet been restated by the Company.
The Company intends to restate the Prior Financial Statements as soon as practicable.
In connection with the error related to the Company’s statement of cash flows disclosed in the Company’s Form 8-K dated November 14, 2022, the Company had concluded that there is a material weakness in the design of a control activity with respect to the classification of certain loans and deposits from banking institutions within the Consolidated Statement of Cash Flows and has determined that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective. In connection with the error related to the Company’s income statement disclosed in this Form 8-K, the Company has concluded that there is a material weakness in the design of a control activity with respect to the classification of certain interest income derived from margin lending within the Consolidated Statements of Operations and
Other Comprehensive Income and has determined that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective.
Management and the Audit Committee have discussed the matters described herein with the Company’s former independent registered public accounting firm , WSRP LLC, and the Company’s current independent registered public accounting firm, Deloitte LLP in Kazakhstan, a member of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking” statements, including regarding the timing of the filing of the aforementioned periodic reports. All forward-looking statements are subject to uncertainty and changes in circumstances. In some cases, forward-looking statements can be identified by terminology such as “expect,” “new,” “plan,” “seek,” and “will,” or the negative of such terms or other comparable terminology used in connection with any discussion of future plans, actions and events. Forward-looking statements are not guarantees of future results or performance and involve risks, assumptions and uncertainties that could cause actual events or results to differ materially from the events or results described in, or anticipated by, the forward-looking statements. Factors that could materially affect such forward-looking statements include without limitation, the risk that additional information may become known prior to the expected filing of the aforementioned periodic reports with the U.S. Securities and Exchange Commission (the "SEC") and the risk that the completion and filing of the aforementioned periodic reports will take longer than expected. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the SEC. All forward-looking statements are made only as of the date of this release and the Company assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.