ANNUAL REPORT AND
CONSOLIDATED FINANCIAL
STATEMENTS
2025
MISSION
To become the most trusted and innovative microfinance group
serving internationally.
VISION
Transforming microfinance through innovation and technology to
unlock financial inclusion across the developing world
TABLE OF CONTENTS
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
03
Overview 04
Highlights
Company Overview
Geographic Footprints
Product / Service Offerings
Customer Base
Investment Case
05
06
07
08
12
15
Chairman’s Statement 16
Strategic Report 19
Market Overview
Growth Strategy
Business Model
Chief Executive’s Statement
Financial Review
Risk Management
Section 172 Statement
20
22
23
24
28
34
47
Sustainability Report 49
Sustainability Strategy 50
Task Force On Climate-Related Financial Disclosures
(TCFD)
54
Governance 57
Corporate Governance Introduction
Board of Directors
Corporate Governance Report
Audit Committee Report
Nomination Committee Report
Remuneration Committee Report
Risk Committee Report
Directors’ Report
58
59
62
65
67
69
72
75
Consolidated Financial Statements 77
Additional Information 132
Alternative Performance Measures 133
Glossary of abbreviation
134
OVERVIEW
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
04
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
HIGHLIGHTS
FY25 Strategic Highlights
• Successful completion of a reverse acquisition of ICFG Pte Ltd and its subsidiaries on 12
February 2025, issuing 177,840,000 new ordinary shares to the former shareholders of ICFG
Pte Ltd at a valuation of £0.64 per share.
• Post-transaction leadership transition completed, with a reconstituted Board and
management team bringing deeper business familiarity and execution focus to drive the
Group’s next phase of growth.
• Acquisition of 51% of equity stake in Insur LLC (a leading InsurTech company in Mongolia) in
March 2025, subsequently entering Mongolia’s life insurance market through Connect Life
and establishing a strategic partnership with Mobicom to launch ‘Mobilife’ products to its 1.7
million customers.
FY25 Financial Highlights
• Net interest income increased by 31% to reach USD54 million (FY24: USD41 million),
supported by 37% increase in average Gross Loan Portfolio (‘GLP’).
• The Group’s year end GLP reached USD256 million in FY25, up 17% from USD219 million in
FY24.
• Net interest margin remained broadly stable at 22.6% in FY25 (2024: 23.2%), reflecting
consistent funding costs and the evolving composition of the loan portfolio across product
segments and borrower profiles.
• Adjusted profit for the year
1
grew to USD24.6 million in FY25 (FY24: USD24.5 million),
reflecting the Group's continued ability to generate stable and recurring earnings across
market conditions and highlighting the resilience of its operating model through evolving
credit cycles.
• Central Asia delivered a strong step-up in profitability, with FY25 profit rising to USD 3.4
million (FY24: USD 0.3 million) and the region’s share of microfinance segment profit
increasing to 11% (FY24: 1%), reflecting maturing operations and growing contribution to
the Group’s earnings.
• Total equity increased 18% to USD 93.1 million in FY25 (FY24: USD 78.6 million), primarily
driven by profit generated in FY25 and supporting continued growth in the Group’s
operations.
1
FY25 operating expenses were adjusted to exclude expenses related to the reverse acquisition of USD16.6 million which
are considered one-off and exceptional in nature. On an unadjusted basis, profit for FY25 was USD8.0 million. Refer to
page 31 for further details.
FY25 Operational Highlights
• Remained as the largest non-bank financial institution (‘NBFI’) in Mongolia and continued to
expand its presence in Central Asia, with market share increasing to 0.3% in Kazakhstan
(FY24: 0.1%) and 2.7% in Kyrgyzstan (FY24: 2.6%).
• Active borrowers reached approximately 190,000 as at 31 December 2025, up 28% year-on-
year compared to approximately 149,000 as at 31 December 2024, driven by rapid adoption
of Pocket, the Group’s digital lending application.
• Pocket NBFI generated approximately USD 10.3 million in commission income in FY25 (FY24:
USD 6.8 million) through its marketplace offering (‘Pocket Marketplace’), demonstrating
strong adoption of the platform and accelerating the Group’s shift toward scalable, fee-
based revenue streams.
• Strengthened asset quality management in response to higher delinquencies, with past due
loan (‘PDL’) and non-performing loan (‘NPL’) ratios increasing to 17.0% (FY24: 8.2%) and
9.5% (FY24: 4.9%) respectively. The deterioration of these metrics led to breaches of certain
financial covenants under specific borrowing arrangements of InvesCore NBFI, as detailed in
Note 2.5 to the consolidated financial statements. A dedicated recovery task force and
centralised Asset Quality Department were established, supporting improved recoveries and
helping to mitigate further deterioration.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
05
Overview Highlights Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
COMPANY OVERVIEW
ICFG Limited (‘ICFG’, the ‘Group’ or the ‘Company’) is an international
finance services group focused on delivering microfinance and
adjacent financial solutions in underbanked frontier markets. The
Group’s core operations are headquartered in Mongolia, where it has
established a leading market position, and it is expanding selectively
across Central Asia. Following the reverse acquisition in February 2025,
ICFG operates as the listed holding company above various regulated
operating entities, with Mongolia remaining the principal earnings
base.
Core Microfinance Business
The Group’s primary business is microfinance, conducted through its
flagship operating subsidiary, InvesCore NBFI JSC (‘InvesCore NBFI’),
which was listed on the Mongolian Stock Exchange in 2019. InvesCore
NBFI is the largest non-bank financial institution in Mongolia, with an
estimated 11.8% market share. The business focuses on serving local
small and medium-sized enterprises (‘SMEs’) and individuals who are
typically underserved by traditional banks.
The core lending products comprise business, car and consumer loans
which address structural gaps in access to credit and are underpinned
by disciplined underwriting, local market expertise and a diversified
borrower base.
InvesCore NBFI adopts a dual-channel model to enhance market reach
for its microfinance services:
1. Offline branch network – A nationwide physical presence providing
customer onboarding, credit assessment and relationship
management.
2. Online fintech application – Pocket, a proprietary application,
enables digital loan origination, credit processing and customer
servicing.
With experience in Mongolia being the home market, InvesCore NBFI
has initiated expansion into Central Asia, including Kazakhstan,
Kyrgyzstan and Uzbekistan. These markets share structural
characteristics with Mongolia, including underpenetrated credit
markets and a significant financing gap for SMEs and individuals.
Gross Loan Balance (USD)
2022
83
2023
145
2024
219
2025
256
Financial Marketplace Platform – Pocket Marketplace
Pocket application is developed by the Group’s in-house technology
division, AI Lab. Initially launched as a digital channel for InvesCore
NBFI’s own lending products, the application has evolved into a
broader online financial services marketplace.
Through this platform, the Group offers not only its own financial
products but also selected products from third-party financial
institutions. In this capacity, Pocket Marketplace acts as a digital
distribution channel and earns commission-based income from
product placement and transaction facilitation.
Technology and AI Lab
The Group’s technology capabilities are concentrated within AI Lab, an
in-house innovation unit led by academics and technology specialists.
While constantly upgrading Pocket to cope with business needs, AI Lab
also continues to enhance the Group’s digital infrastructure, including
data analytics, credit scoring tools and process automation.
Technology is therefore not an ancillary function but an engine to
power up scalable loan origination, improved credit risk assessment,
operational efficiency, and enhanced customer acquisition and
retention.
The integration of fintech capabilities within a regulated lending
framework differentiates the Group from traditional microfinance
institutions and supports its long-term growth strategy.
Ancillary Businesses
In addition to its core microfinance and digital platform activities, the
Group operates ancillary businesses comprising capital market, real
estate management, and, from FY2025, digital insurance. These
business lines operate as standalone units within the Group structure
and contribute to revenue diversification. Collectively, they broaden
the Group’s involvement across the financial services value chain and
present potential operational and growth synergies aligned with the
Group’s broader vision of expanding access to financial services for the
unbanked and underbanked population.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
06
Overview Company Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
GEOGRAPHIC FOOTPRINTS
The nature of the Group's operations in certain jurisdictions requires some of its subsidiaries to be licensed or regulated by the local financial
services authorities. Details of the various regulatory licences or authorisations held by subsidiaries of the Group are as follows:
Country Regulator Group subsidiary Licence activity
Mongolia Financial Regulatory Commission of
Mongolia
InvesCore NBFI JSC 1. To engage in non-banking financial
activities (including lending, factoring,
issuing a guarantee, issuing investment
into short-term financial instruments,
foreign currency exchange, trust service)
Mongolia Financial Regulatory Commission of
Mongolia
Pocket NBFI LLC 1. To engage in non-banking financial
activities
Mongolia Financial Regulatory Commission of Mongolia InvesCore Capital SC LLC 1. To function as a securities broker, dealer,
and underwriter
Mongolia Financial Regulatory Commission of
Mongolia
InvesCore Property LLC 1. To function as a real estate intermediary
and brokerage
Mongolia Financial Regulatory Commission of Mongolia Connect Life LLC 1. To offer life insurance and annuity
products, including term life, whole life,
endowment, pension, and annuity
solutions
Mongolia Bank of Mongolia Pocket NBFI LLC 1. To issue electronic money
2. To conduct payment services
Kyrgyzstan National Bank of Kyrgyz Republic OJSC MFC ‘InvesCore CA’ 1. Microfinance company for the right to
conduct certain banking operations in
national currency
Kyrgyzstan National Bank of Kyrgyz Republic Pocket KG LLC 1. Payment system operator
2. Payment organization
Kazakhstan Agency of the Republic of Kazakhstan for
Regulation and Development of Financial
InvesCore Finance MFO LLP
1. Activities of microfinance organization
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
07
Overview Geographic Footprints Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Kazakhstan
Mongolia
China
Russia
Kyrgyzstan
Uzbekstan
United Kingdom
(Guernsey)
Singapore
PRODUCT / SERVICE OFFERINGS
Core Businesses
Trust deposit
The Group’s operating licences in Mongolia permit it to accept trust
deposits from customers and pay interest on such deposits. These
deposits form an important funding source for the Group and may be
utilised to support its lending activities. Under regulations imposed by
the Mongolian Financial Regulatory Commission, the aggregate
amount of trust deposits that may be accepted is capped at 80% of the
NBFI’s equity.
Trust deposit placements typically range from MNT 1 million (approx.
USD280) to MNT 8 billion (approx. USD2.2 million), with maturity terms
generally between one and two years. The interest rates offered are
referenced against prevailing bank deposit rates in Mongolia and are
typically set at a premium to those offered by commercial banks.
During the year, interest rates offered on trust deposits generally
ranged between approximately 14% and 19%.
Trust deposit products are offered through the Group’s branch
network and, increasingly, through its digital platform. In addition to
traditional deposits accepted at branches, the Group has expanded its
digital offering through Pocket NBFI, where the product ‘PocketSafe’
allows customers to open and manage trust deposits through the
mobile application. This provides customers with greater convenience
and accessibility while supporting the Group’s strategy of expanding
its digital financial services alongside its physical branch network.
Microfinance
Microfinance is the Group’s primary line of business. Its core lending
products comprise a range of loan offerings serving a diversified
borrower base. Average loan size in 2025 was USD 1,377 and the
average loan tenure was 174 days.
The Group delivers its microfinance services through two channels: an
offline branch network and an online fintech application.
Offline branch network
The Group delivers traditional loan products to individuals and SMEs
through its physical branch network. As at 31 December 2025, the
Group operated 18 (2024: 16) branches in Mongolia, including seven
business centres specifically designated for the promotion of business
lending. Fourteen branches are located in Ulaanbaatar, the capital city
of Mongolia, where the majority of the country’s commercial and
trading activities are concentrated.
Each branch operates with a structured team comprising loan officers,
a credit risk analyst and a branch director, who collectively serve
customers and review loan applications in accordance with the Group’s
credit approval authority matrix. Within the seven designated business
centres, branch directors are granted higher approval limits to enable
faster decision-making and to facilitate the disbursement of larger
loans. In addition, a relationship manager role has been introduced in
these centres to proactively develop lending opportunities within
targeted industries and to strengthen client relationships with SME
borrowers.
Loan applications are typically initiated through the branch network,
where borrowers submit applications and supporting documentation
before progressing through the Group’s standardised underwriting
process. Details of the loan application and disbursement journey can
be found in page 37.
In addition, the Group also maintained its regional presence through
branches in Dornogovi, Erdenet City, Umnugovi and Darkhan City
within Mongolia. These locations were selected for their strategic
importance as regional economic centres and allow the Group to
better serve borrowers outside Ulaanbaatar while strengthening its
nationwide coverage.
The Group has adopted a similar branch operating model in its Central
Asian markets, with five branches currently operating in Kyrgyzstan
and one branch in Kazakhstan, supporting the Group’s strategy of
expanding its lending operations across the region.
The following products are offered through the Group’s physical
branch network, broadly categorised into business, vehicle, and
consumer loans:
The following products are offered through the Group’s physical
branch network, broadly categorised into business, vehicle, and
consumer loans:
1. Business loans: These include business credit lines, inventory-
backed loans, green business loans, car import financing, and loans
extended to other NBFIs. This segment focuses on supporting
SMEs and commercial borrowers, with an emphasis on working
capital financing, trade-related activities, and sector-specific
lending initiatives.
2. Vehicle loans: The Group provides financing for the purchase of
various vehicle types, including sedans, SUVs, and environmentally
friendly vehicles such as electric and hybrid cars. In addition, trust-
backed car loans are offered to enhance credit accessibility while
managing risk exposure.
3. Consumer loans: Consumer lending products comprise salary
loans, express loans, and asset-backed facilities, including loans
secured against vehicles, real estate, or financial instruments such
as stocks and bonds. The Group also offers innovative products
such as express loans linked to mobile numbers, where certain
premium numbers with established market value can be used as
collateral, enabling faster and more accessible credit assessment.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
08
Overview Product / Service Offerings Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
A summary of the Group’s principal loan products available in physical
branches is set out in the table below.
Business
Loans
Product Business Loan
Business
line loan
Inventory
backed loan
Amount
Up to USD
800,000
Up to USD
800,000
Up to USD
5,600
Annual
nominal
interest rate
(excl. fees)
Up to 38.4% Up to 38.4% Up to 42%
Collateral Required Required Required
Term
Up to 36
months
Up to 24
months
Up to 24
months
Repayment
Cycle
Monthly Monthly Monthly
Consumer
Loans
Product
Consumer
Loan
Salary
Loan
Cell phone number
backed loan
Amount
Up to USD
14,000
Up to USD
2,800
Up to USD 12,600
Annual
nominal
interest
rate (excl.
fees)
Up to 43.2% Up to 39.6% Up to 39.6%
Collateral Required Required Required
Term
Up to 36
months
Up to 24
months
Up to 12 months
Repayment
Cycle
Monthly Monthly Customized
Vehicle
Loans
Product Japan-Sedan Japan-SUV
Korean, Germany
USA - Sedan
Annual
nominal
interest rate
(excl. fees)
Up to 40.8% Up to 37.2% Up to 42%
Collateral Required Required Required
Term
Up to 48
months
Up to 60
months
Up to 42
months
Repayment
Cycle
Monthly Monthly Monthly
Online fintech application
ICFG delivers its online financial services through Pocket, a proprietary
fintech application, in which digital loans and trust‑deposit services
were offered with fully automated e‑KYC and AI‑driven credit scoring
processes. Through its proprietary AI Credit Engine and direct
integration with national databases—including the ID registry, the
Credit Information Bureau, and the Social Security system—Pocket
NBFI is able to offer instant, collateral‑free credit with loan approvals
typically completed in under five minutes. All services are paperless
and accessible through the mobile app, and the company is in the
process of expanding its individual lending portfolio to include SME
lending products.
Digital loans
Pocket NBFI’s operating philosophy is centred on increasing access to
fair and instant credit, enabling users to gain financial mobility and
move closer toward financial independence. Its technology‑driven
approach ensures scalability, safety, and profitability. Pocket NBFI
applies robust, real‑time risk management supported by continuous
monitoring of repayment behaviour and transaction patterns.
Predictive analytics are used to reduce delinquencies and detect fraud
at an early stage, while dynamic risk‑based pricing allows low‑risk
borrowers to benefit from more favourable rates.
Pocket NBFI’s key lending products are as follows:
Digital
Loans
Product
Short Term
Consumption
Long Term
Consumption
Pocket Zero
Buy Now Pay Later
Amount
Up to USD
420
Up to USD
2,800
Up to USD 560
Annual
nominal
interest
rate (excl.
fees)
Up to 54% Up to 46.8% Up to 4.2%
Collateral None None None
Term Up to 14 days
Up to 12
months
Up to 2 months
Repayment
Cycle
End term
payment
Monthly Instalments
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
09
Overview Product / Service Offerings Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Pocket Marketplace Platform
A key differentiator of Pocket NBFI is its financial marketplace model.
The Pocket Marketplace platform hosts third‑party NBFIs as tenants to
distribute their financial products directly through the Pocket
application, marking the first implementation of such a digital
marketplace in Mongolia. Of the more than 570 NBFIs operating in the
country, approximately 56 offer digital services; of these, 10 external
NBFIs have been onboarded as tenants on the Pocket Marketplace, in
addition to InvesCore NBFI as an affiliated group entity. These include
Sendmn NBFI, DariFinance NBFI, Finroot Investment NBFI, GSB Capital
NBFI, CEC Investment NBFI, Mungun Zoos Credit NBFI, Navitas Fund
NBFI, Zugii Financial Group NBFI, and Tsogzol Finance NBFI. The
tenant NBFIs are predominantly traditional lenders without in‑house
fintech capabilities. Pocket Marketplace enables them to digitise and
scale their operations without incurring significant technology
development costs.
The marketplace model generates benefits for both users and tenant
NBFIs. Users gain access to a diversified range of products from
multiple lenders through a single platform, which prevents
over‑reliance on a single lender and reduces the likelihood of entering
a debt cycle. Tenant NBFIs benefit from reduced development,
marketing, and operational costs, while also accessing fully integrated
services such as a 24/7 call centre, accounting support, and
debt‑settlement functions. Pocket NBFI earns commission income
from tenants for access to the platform.
Ancillary Businesses
AI and IT Services
The Group’s technology development capabilities are led by AI Lab LLC
(‘AI Lab’), a specialised technology subsidiary founded by
technological scholars and initially established as an internal
innovation and development unit. AI Lab focuses on fintech, artificial
intelligence and big data systems, and is responsible for developing
and maintaining much of the Group’s core digital infrastructure. Over
time, the team has built several proprietary systems that underpin the
Group’s operations and scalability, including the Smart Loan
Origination System (Smart LOS), the Core Banking System used for
loan management, and the Pocket digital platform that supports both
fintech lending and the Group’s financial services marketplace. In
addition, AI Lab has developed technology solutions supporting
securities trading and property management functions within the
Group.
Building on this foundation, AI Lab has gradually expanded beyond its
original internal role and now serves a growing external customer
base, particularly within the microfinance and financial services
sectors. Leveraging its domain expertise in lending technology and
data-driven risk management, the business provides customised
software development, lending and risk management tools, and
Software-as-a-Service (SaaS) solutions to external stakeholders in the
financial services ecosystem. AI Lab therefore plays a dual role within
the Group: continuing to act as a key internal growth engine powering
the digital capabilities of the Group’s business units, while also
developing into a technology enabler for external clients seeking
modern financial infrastructure solutions.
Capital Market Services
The Group also provides capital markets and investment banking–
related services through InvesCore Capital LLC (‘InvesCore Capital’),
which operates primarily in the Mongolian capital market. InvesCore
Capital offers a range of services including underwriting, securities
brokerage, foreign exchange brokerage, mining brokerage and
investment advisory. Through these activities, InvesCore Capital
supports corporate clients in accessing capital market funding and
provides brokerage and advisory services to institutional and
individual investors participating in Mongolia’s developing financial
markets.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
10
Overview Product / Service Offerings Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
To date, InvesCore Capital has participated in and completed a number
of capital markets transactions, including initial public offerings and
asset-backed securities issuances on the Mongolian Stock Exchange,
as well as transactions conducted in the over-the-counter and private
placement markets. In aggregate, InvesCore Capital has facilitated
approximately USD 350 million in underwriting proceeds for
Mongolian businesses. The unit works closely with both domestic and
international financial market participants seeking investment
opportunities in Mongolia. Within the Group’s broader ecosystem,
these services complement the core microfinance activities by
providing an additional channel to serve corporate borrowers and
high-net-worth clients, while also supporting the development of
Mongolia’s capital markets.
Real Estate Management Services
The Group provides property management and real estate–related
services through InvesCore Property LLC (‘InvesCore Property’), a
subsidiary of ICFG. To date, InvesCore Property has completed the
project management of four development projects, through
participating across key stages of project planning and execution,
coordinating development activities and supporting investment
structuring. Following completion of these developments, InvesCore
Property has transitioned to providing ongoing property and facility
management services for these properties.
InvesCore Property delivers integrated real estate management
services across the full property life cycle, including pre-construction
advisory, project management during construction, and post-
completion operational management. Its activities encompass market
research, land and site evaluation, concept development, project
coordination during the development phase, followed by marketing,
sales support, facility management and ongoing property
management once the assets become operational. Through these
services, InvesCore Property provides professional management of
commercial and residential properties while complementing the
Group’s broader financial services ecosystem, including by offering
clients alternative investment opportunities in the real estate sector.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
11
Overview Product / Service Offerings Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Digital Insurance Services
In FY25, the Group expanded into digital insurance through the
acquisition of Connect Life LLC (‘Connect Life’) and the subsequent
approval of its operating licence by the Financial Regulatory
Commission of Mongolia. Connect Life provides a comprehensive suite
of life insurance and annuity products across the Mongolian market,
including term life, whole life, endowment, pension and annuity
solutions. Pursuant to a strategic cooperation agreement with
Mobicom Corporation LLC, Mongolia’s largest telecommunications and
ICT provider, these products are being offered to Mobicom’s
nationwide customer base under the ‘Mobilife’ brand.
The addition of digital insurance services represents an important
extension of the Group’s broader financial services ecosystem and
supports its objective of broadening access to essential financial
protection products for the underbanked and unbanked individuals
and families. Since commencing operations, Connect Life has acquired
100,000 customers as of 31 December 2025.
CUSTOMER BASE
Offline Lending
InvesCore NBFI serves a diversified customer base through its
nationwide branch network, with a primary focus on businesses
(including SMEs) and individual borrowers. Its offline lending model is
centred on relationship‑based underwriting, collateralized lending,
and tailored financial solutions for underserved yet economically
active customer segments.
In FY25, InvesCore NBFI maintained an average of 10,475 active
business and individual clients, with an average loan ticket size of MNT
48 million (approximately USD 13,495), reflecting its focus on mid‑ to
large‑ticket lending rather than small‑value digital loans. While the
average ticket size of borrowers in Mongolian traditional NBFI market
is approximately MNT 15.7 million (approx. USD 4,440)
1
, InvesCore
NBFI’s individual loan tickets are significantly larger, reflecting its
strategic focus on entrepreneurs and business owners, as well as its
consolidation of small ticket loans into digital loans via Pocket
application.
1
Source: https://www.frc.mn/resources/Image/Document/202602/Mr2FB/Urult-
toim-2025.pdf
Car
60%
6,326
Business
13%
1,306
Consumer
27%
2,843
Average Active Customers, 2025
Average ticket size per borrowers, 2025
MNT
mil.
USD
approx.
Car Loan 40 11,246
Business Loan 171 48,077
Consumer Loan 11 3,093
Overall 48 13,495
Businesses – SMEs
InvesCore NBFI provides business loans and related financial services
to corporates and SMEs. These offerings are primarily focused on:
• Working capital financing for SMEs
• Funding solutions for other non‑bank financial institutions
• Heavy machinery and equipment loans
• Green financing for environmentally focused projects
• Tender and contract‑based financing
Business lending represents a key pillar of InvesCore NBFI’s portfolio,
characterized by higher average ticket sizes and longer tenors.
Small and medium‑sized enterprises represent a cornerstone of
Mongolia’s economy, contributing significantly to employment and
domestic production. SMEs account for approximately 90% of
registered business entities and generate over 70% of total
employment nationwide. They are primarily concentrated in
agriculture, food processing, handicrafts, textiles, construction, and
small‑scale manufacturing. Despite their economic importance, SMEs
continue to face structural challenges, particularly limited access to
finance and constrained market reach.
2
2
Source: National Statistical Office of Mongolia, 1212.mn.
Supporting SMEs is a core strategic focus of InvesCore NBFI, which is
committed to strengthening the SME ecosystem through tailored
financial solutions and partnerships with international development
finance institutions and impact‑oriented organizations. A key
milestone in this strategy was the successful completion of the SME
Support Program in 2025, jointly implemented with Rio Tinto.
Launched in 2021 in response to COVID‑19‑related unemployment, the
program provided MNT 2.8 billion (approximately USD 790,000) in
financing to 183 entrepreneurs over three years, supporting business
continuity, recovery, and growth. In 2025, InvesCore NBFI further
expanded its SME financing capacity by securing a USD 20 million
equivalent facility from FMO, the Dutch Entrepreneurial Development
Bank. In line with FMO’s sustainability mandate, at least 10% of the
facility is dedicated to green initiatives under the FMO Master Green
List, with the remainder allocated to micro and SME sub‑loans. These
sub‑loans prioritize underserved agricultural and rural businesses, as
well as women‑led and youth‑owned enterprises, advancing financial
inclusion and climate objectives.
InvesCore NBFI also places strong emphasis on supporting women
entrepreneurs. Women account for 41.8% of business owners in
Mongolia, one of the highest rates globally. To support this segment,
InvesCore NBFI entered into a green guarantee scheme for
women‑owned micro and small businesses under a grant provided by
the ToS Association’s International RFT Programme.
InvesCore NBFI’s SME product offering includes agricultural financing,
seasonal working capital loans, medical equipment financing, import
financing, and loans secured by shares listed on the TOP‑20 index of
the Mongolian Stock Exchange. Products are developed in response to
client demand and market needs, reinforcing InvesCore NBFI’s role as
a trusted and inclusive financial partner to Mongolia’s SME sector.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
12
Overview Customer Base Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Individuals
InvesCore NBFI provides financing to individual customers through
multiple sales channels and a diversified product suite, including:
• Car loans
• Consumer loans
• Salary‑linked loans
• Express loans
• Mortgage loans
In 2025, the total number of individual borrowers in Mongolia’s NBFI
sector reached 4.1 million on a duplicated basis, of which 52.8% were
female and 46.7% male. The age distribution was broadly diversified,
with 40% aged 25–35, 28% aged 35–45, and 14.9% aged 45 and above.
3
3
Source: https://www.frc.mn/resources/Image/Document/202602/Mr2FB/Urult-
toim-2025.pdf
InvesCore NBFI’s individual customer base comprises over 8,000 active
clients, with an average starting age of 35 and an average borrower
age of 45, clearly distinguishing this segment from digital lending
platforms. Credit rating for individuals is primarily driven by detailed
bank statement analysis, supplemented by social insurance payment
history. This approach enables individuals without fixed salaries or
permanent employment—particularly entrepreneurs and business
owners—to demonstrate operational income and access financing that
is typically challenging to obtain from local banks.
To improve operational efficiency and portfolio focus, InvesCore NBFI
is progressively migrating traditional small consumer loans to digital
channels via the Pocket application, allowing its branch network to
concentrate on larger, collateralized loan tickets.
A significant proportion of individual borrowers access car loans
through partnerships with car dealerships and the second‑hand
vehicle market. InvesCore NBFI maintains a physical presence at key
dealerships and works with agents to support origination. Given
Ulaanbaatar’s limited mass‑transit infrastructure, an average
household vehicle ownership rate of 1.2 vehicles, and approximately
465,000 households in the city, management believes there remains
substantial growth potential in this segment.
Central Asia
The Group’s customer base in Kyrgyzstan is also primarily tied to the
car loan market. In Kyrgyzstan, the loan portfolio is primarily focused
on car loans servicing drivers or taxi drivers. In Bishkek city, where
Yandex Go is the dominant ride‑hailing platform, InvesCore partners
with car dealerships to enable vehicle purchases, with approximately
90% of borrowers using the vehicles for ride‑hailing services. The
Group has also opened a branch in Osh city, a major economic and
trading hub, with the objective of expanding SME lending in the
region.
In Kazakhstan, the Group’s portfolio is almost entirely focused on
SMEs. Given the service‑oriented nature of the economy—where
services account for over half of GDP—and the dominant role of SMEs,
which generate approximately 60% of Gross Regional Product and
employ over 1 million people, InvesCore concentrates on financial
leasing for vehicles and equipment, particularly for logistics and
trade‑related businesses in Almaty, the country’s primary commercial
and logistics hub.
Online Lending
The online lending services offered by Pocket NBFI and InvesCore NBFI
through the Pocket Marketplace platform are primarily targeted at
younger individual borrowers and micro and small enterprises.
By FY2025, Pocket NBFI had reached 901,655 registered customers,
reflecting a 35% compound annual growth rate (CAGR), with an
average of 162,947 active customers, highlighting significant potential
to further convert registered users into active customers.
Registered Customers and Average Number of
Active Customers (2023-2025)
CAGR: 35%
104,389
2023
704,200
124,623
2024
795,006
901,655
2025
162,947
Registered users Active borrowers
Short-term
60%
97,777
Long-term
21%
33,465
BNPL
19%
31,706
Average Active Customers in Digital Loan, (2025)
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
13
Overview Customer Base Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
The current customer base is predominantly between 18 and 37 years
old, with credit scoring mainly driven by social insurance payment
history. This indicates that Pocket NBFI’s core borrowers are stable-
income employees rather than business owners. In Mongolia,
approximately 30% of the 3.54 million population—around 950,000
individuals—are economically active and contribute to social security,
while the remainder are minors, retirees, or informal/gig workers who
do not formally report income. With 89.8% of total customers and
90.1% of total borrowers in the NBFI sector already utilizing fintech
services in 2025, the fintech segment continues to grow rapidly, and
management is confident in further increasing market share by
expanding access to a broader consumer base through the Pocket
application.
4
4
https://www.frc.mn/resources/Image/Document/202602/Mr2FB/Urult-toim-2025.pdf
Starting in 2026, Pocket NBFI plans to introduce micro, small and
medium enterprise (‘MSME’) loans designed for micro and small
enterprises, with an average loan size of approximately USD 300.
These MSME loans will be collateralized and is in line with the average
ticket size of MNT 804,500 (approx. USD 227) of fintech borrowers in
Mongolian NBFI market.
5
The purpose of this product expansion is to provide much-needed
working capital to underbanked micro-entrepreneurs, typically small
family-run ‘mom-and-dad’ shops, enabling them to sustain and grow
their operations.
5
https://www.frc.mn/resources/Image/Document/202602/Mr2FB/Urult-toim-2025.pdf
The purpose of this product expansion is to provide much-needed
working capital to underbanked micro-entrepreneurs, typically small
family-run “mom-and-dad” shops, enabling them to sustain and grow
their operations.
Other Customer Base: Cross Selling Synergy
As at FY2025, Mongolia’s population stood at approximately 3.54
million, with a median age of 27, reflecting a predominantly young and
economically active demographic profile. The labour market remains
resilient, supported by an economically active population of 1.35
million and an unemployment rate of approximately 5.2%.
[ceicdata.com], [data.worldbank.org] International institutions
including the Asian Development Bank, the World Bank, and the IMF
continue to assess Mongolia’s economic outlook positively, with real
GDP growth projected at 5.5%–6.3% in 2025, total GDP estimated at
approximately USD 25.1 billion, and GDP per capita rising steadily to
around USD 7,005. [imf.org], [worldbank.org] [data.worldbank.org]
This sustained economic expansion has contributed to rising
purchasing power, increasing disposable income, and the steady
growth of Mongolia’s middle‑income segment. These trends are
driving increased demand for a broader range of financial products,
including investment instruments, insurance solutions, structured
savings, and real estate assets. In parallel, the expanding pool of
high‑net‑worth individuals is generating demand for more
sophisticated, institutional‑grade investment opportunities.
Within this macroeconomic environment, ICFG Group, as an integrated
financial services platform, is well positioned to capture cross‑selling
opportunities by serving both middle‑income and high‑net‑worth
clients across multiple product verticals.
InvesCore Capital provides underwriting and advisory services for
public and private capital market transactions, including bond
issuances, asset‑backed securities, IPOs, and follow‑on public
offerings. Private placement bonds and structured securities targeted
at institutional investors are primarily distributed through the OTC
Market. In contrast to Tier‑1 and Tier‑2 securities listed on the
Mongolian Stock Exchange, Tier‑3 securities and OTC Market products
are designed exclusively for institutional and professional investors.
Eligibility criteria typically require an average monthly income of MNT
10 million or net assets of at least MNT 500 million. As at FY2025,
InvesCore Capital served over 270 active institutional and professional
investors participating in OTC Market opportunities. These clients also
invest in public bonds and asset‑backed securities issued by InvesCore
NBFI and Pocket NBFI, reinforcing intra‑Group capital market
synergies.
In parallel, InvesCore Property engages investors and developers
through participation in property development projects and the
acquisition of premium real estate assets, providing an additional
investment channel for higher‑income clients seeking asset
diversification. InvesCore NBFI and Pocket NBFI further extend
investor engagement through trust deposit products, offering
competitive yields relative to commercial banks and other NBFIs.
These products have proven effective in attracting high‑income
investors seeking stable returns. In addition, Pocket NBFI has
introduced a digital trust deposit product in addition to its traditional
trust deposit services that allows monthly fixed top‑ups via linked
payment cards, specifically targeting younger customers with stable
income profiles and encouraging disciplined long‑term savings
behaviour. This onboarding channel can, over time, be converted into
capital market investments and other cross‑selling opportunities
across the Group, including securities, structured products, and real
asset investments.
Collectively, these complementary offerings create strong cross‑selling
synergies across the Group, enabling customers and investors to
access a comprehensive range of financial products—spanning
lending, capital markets, deposits, and real assets—tailored to their
income levels, investment objectives, risk appetite, and time horizons.
This integrated platform approach enhances customer lifetime value,
strengthens client retention, and supports the Group’s long‑term
growth strategy.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
14
Overview Customer Base Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Overview Investment Case Chairman’s Statement Chairman’s Statement Sustainability Report Governance Consolidated Financial Statements Additional Information
INVESTMENT CASE
1. Market-leading platform
with demonstrated
influence in core Mongolian
market
2. Proven organic growth with
diversified customer base
3. High-margin business
model with demonstrated
operating efficiency
4. Proprietary technology
platform as a core competitive
advantage
5. Demonstrated and scalable
regional expansion
6. Evolving funding strategy
11.4%
market share
10
external NBFIs
leveraging the
Group’s
technology for
loan origination
Largest NBFI
in Mongolia
Increasing
ecosystem
influence
USD
256m
Gross Loan
Portfolio
901,655
registered users
189,762
active borrowers
Strong
organic loan
book
expansion in
core markets
Significant
customer
base
43.3%
net profit margin
(adjusted
1
)
43.2%
cost-to-income
ratio (adjusted
1
)
Consistently
high net
profit margin
Operating
model designed
for scalability
and cost
efficiency
575
licensed
NBFIs
11%
net profit
contribution from
Kyrgyzstan and
Kazakhstan
Proven expansion
into comparable
under-penetrated
markets
Continued growth
in Mongolia,
including potential
consolidation of
mid-sized players
USD 225m
Diversified domestic and
international funding sources
Miscellaneous
5%
Trust deposits
27%
Bonds
15%
Domestic bank
borrowings
23%
International financial
institutions
30%
1
FY25 operating expenses were adjusted to exclude expenses related to the reverse acquisition which are
considered one-off and exceptional in nature. Refer to page 31 for further details.
• In-house developed technology stack with
full IP ownership
• Platform supports increasing transaction
volumes at declining marginal cost
• Rapid product deployment and
customization across markets, with
demonstrated adoption by third-party NBFIs
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
15
CHAIRMAN'S STATEMENT
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
16
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
CHAIRMAN’S STATEMENT
Results overview
The Group delivered a solid financial performance in FY25, reflecting
continued growth in its core microfinance operations and the early
benefits of its strategic initiatives. Net interest income increased by
31% to USD54 million, supported by a 37% increase in average gross
loan portfolio, while year-end gross loan portfolio grew 17% to USD256
million. Net interest margin remained broadly stable at 22.6%,
demonstrating resilience in funding costs and lending yields despite
evolving portfolio composition.
Profitability improved during the year, supported in part by a stronger
contribution from Kazakhstan and Kyrgyzstan as operations in the
region continued to scale and mature. The Group also maintained a
strengthened balance sheet, with total equity increasing by 18% to
USD93.1 million. In parallel, the Group made strategic progress,
including the successful completion of the reverse acquisition,
expansion into the insurance sector, and continued development of its
digital platforms to support longer-term growth and revenue
diversification.
During the year, InvesCore NBFI experienced certain breaches of
financial covenants under its borrowing arrangements. There has been
active and constructive engagement with all of its lenders and the
matters are being addressed through ongoing discussions and
remedial actions. As further described in Note 2.5 to the financial
statements, these matters give rise to material uncertainties related to
going concern that may cast significant doubt over the Group's ability
to continue as a going concern and, therefore, that it may be unable to
realise its assets and discharge its liabilities in the normal course of
business. The Board and management are actively progressing a
range of measures, including continued lender engagement and
external funding initiatives, to support the Group’s liquidity and capital
position. The Board remains confident that the actions being
undertaken and the anticipated growth of the Group will support its
liquidity requirements.
Shareholder engagement and market awareness
Following the Company’s recent listing, the Board recognises the
importance of building investor awareness and enhancing market
understanding of the Group’s business model, geographic footprint
and areas of operation. As a newly listed company with operations
across multiple frontier jurisdictions, the Group is at an early stage of
establishing visibility within the investment community.
The Board and management have therefore prioritised active
engagement with both existing and prospective investors, with a focus
on clear, consistent and transparent communication. ICFG remains
committed to maintaining open channels of dialogue with the market
and will continue to strengthen its investor engagement efforts over
time.
Overview
I am pleased to introduce ICFG’s maiden Annual Report to stakeholders
following the Group’s listing on the London Stock Exchange pursuant to
the successful completion of the reverse acquisition in February 2025.
This milestone marks a significant step in the Group’s evolution,
enhancing its international profile, strengthening its governance
framework, and providing access to a broader global investor base. It
also reflects the Board’s long-standing vision to position the Group as
an internationally recognised financial services platform originating
from Mongolia.
During the year, the Group continued to demonstrate resilience and
strategic progress, expanding its operations, advancing its digital
capabilities, and reinforcing its funding base to support future growth.
ANKHBOLD BAYANMUNKH
CHAIRMAN
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
17
Overview Chairman's Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Following completion of the reverse acquisition, certain legacy Board
and senior management changes were effected to align leadership
with the enlarged Group structure. Mr. Oliver Stuart Fox resigned as
Chief Executive Officer and as a Director on 19 August 2025. On the
same date, Mr. Benjamin Proffitt resigned as Chief Financial Officer, a
non-Board role. These changes followed the successful completion of
the transaction and formed part of the orderly transition to the new
governance framework.
As the Company entered a new chapter post-transaction, the Board
prioritised continuity and operational stability. Interim appointments
were therefore made from within the Group, selecting individuals with
a strong and established understanding of the business and its
regulatory environment. Ms. Enkhmaral Batkhuyag was appointed
interim Chief Executive Officer and was subsequently appointed to the
Board as an Executive Director on 1 November 2025. In addition, Ms.
Tserennadmid Ganbaatar was appointed interim Chief Financial Officer
(a non-Board position) during the transition period.
On 18 November 2025, Mr. Robert George Shepherd resigned as
Independent Non-Executive Director as part of the continued evolution
of the Board following the reverse acquisition. He was succeeded by
Mr. Yuji Ono, whose appointment strengthened the Board’s
independent oversight and international perspective.
Subsequent to the financial year end, on 2 February 2026, Mr. Tat
Cheung (Stephen) Wong was appointed as Chief Financial Officer of
the Company, a non-Board position, replacing Ms. Tserennadmid
Ganbaatar. His appointment supports the continued strengthening of
the Group’s financial leadership and governance framework as the
Company progresses through its first full year following the reverse
acquisition.
On 28 February 2026, Mr. Amar Lkhagvasuren resigned as
Independent Non-Executive Director in order to pursue a government-
related role in Mongolia which may give rise to a potential conflict of
interest. The Board has commenced the process to identify his
successor.
Also, effective 2 March 2026, following six months of strong leadership
as Interim Chief Executive Officer, Ms. Enkhmaral Batkhuyag was
appointed Chief Executive Officer on a permanent basis. Her
appointment ensures continuity of executive leadership as the
Company advances its post-transaction strategy.
The Board records its appreciation to those directors who stepped
down during this period for their services and contributions to ICFG.
Dividend policy
The Board has carefully considered the Group’s capital allocation
priorities following its recent listing. In line with ICFG’s current stage of
development, and to support ongoing integration and growth
initiatives, no dividend has been declared for FY25.
The Board’s present intention is to retain earnings to fund the
development and expansion of the Group’s operations. The dividend
policy will be kept under regular review, and distributions will be
considered when it is commercially prudent to do so, taking into
account the Group’s financial performance, cash flow generation and
investment requirements.
Outlook
As announced on 1 May 2026, trading in the Company's shares on the
London Stock Exchange was temporarily suspended following a delay
in the publication of the Group's audited financial statements for the
year ended 31 December 2025. The Board worked closely with
management and the external auditor to complete the audit process
and finalise the Group's financial reporting. Following the publication
of these results, trading in its shares is expected to be restored as soon
as practicable.
The Board remains confident in the long-term opportunity to advance
financial inclusion across underserved markets. While microfinance
continues to form the foundation of the Group’s businesses, the Board
sees significant potential to broaden the ICFG’s role in supporting the
evolving financial needs of individuals and communities in these
markets.
In this context, the Group’s ambition is to develop into a trusted and
innovative financial services platform, leveraging technology to
enhance accessibility, improve efficiency and deepen customer
engagement. Over time, this includes the potential to extend beyond
traditional lending into adjacent financial services such as insurance,
savings and investment solutions, where these offerings support the
Group’s wider objective of enabling sustainable financial inclusion.
The Board believes that a disciplined, technology-enabled approach to
expansion, combined with strong governance and local market
understanding, will position the Group to deliver long-term value for
both its customers and shareholders.
ANKHBOLD BAYANMUNKH
CHAIRMAN
25 JUNE 2026
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
18
Overview Chairman's Statement Consolidated Financial Statements Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Board composition and governance
The successful completion of the reverse acquisition on 12 February
2025 marked a significant milestone in the Company’s development
and was accompanied by important changes to the composition of the
Board. On that date, I joined the Board as Chairman, together with Mr.
Hirohito Namiki and Mr. Amar Lkhagvasuren. These appointments
reflected the new ownership structure and strategic direction of the
enlarged Group following the transaction, and ensured that the Board
was appropriately constituted to oversee the next phase of growth.
STRATEGIC REPORT
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
19
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
MARKET OVERVIEW
ICFG’s operations are currently anchored in Mongolia, where a strong and growing market presence is established. Building on this foundation,
the Group has been actively pursuing strategic expansion into Central Asian markets including Kazakhstan, Kyrgyzstan and Uzbekistan, which
present attractive growth dynamics aligned with the Group’s long-term strategy. In parallel, following detailed feasibility assessments, the Group
has identified Southeast Asia, particularly Indonesia and Philippines, as a key medium to long-term expansion opportunity, supported by strong
demographic fundamentals and accelerating digital adoption.
As of 31 December 2025, the Group’s operations remain predominantly concentrated in Mongolia, which represents approximately 90.5% of the
Group’s GLP, followed by Kyrgyzstan (approximately 7%), Kazakhstan (approximately 2.5%), and Uzbekistan (immaterial). These proportions
reflect the Group’s current stage of geographic expansion, with Mongolia providing a strong earnings and funding base while Central Asia
continues to scale. Southeast Asia remains a target market for future expansion and does not currently contribute to the Group’s financial
results.
Mongolia
In Mongolia, the macroeconomic environment in 2025 remained broadly stable but presented
increasing pressure points. GDP growth of approximately 6.8% was supported by mining activity,
domestic consumption and services (Source: National Statistics Office of Mongolia), while
inflation remained elevated at around 7.5%, prompting a relatively tight monetary stance with
policy rates at approximately 12%. These conditions contributed to increased borrowing costs
and placed pressure on household affordability, particularly in the consumer lending segment.
The Mongolia NBFI sector continues to demonstrate strong structural demand, underpinned by
financial inclusion gaps and MSME financing needs. The market comprises over 570 licensed
institutions, serving approximately 2.8 million active borrowers, with total outstanding loans of
around USD 1.8 billion (Source: Montsame Agency). Growth has been driven by increasing
adoption of digital lending platforms and demand for short-term consumer and small business
credit, with competition centred on speed, convenience and pricing flexibility.
Industry risks remain closely linked to macroeconomic conditions. Asset quality across the sector
remained sensitive to macroeconomic conditions, with NPL ratios estimated in the range of 6%
to 9% (Source: Financial Regulatory Commission of Mongolia). Elevated inflation, rising living
costs and tighter liquidity conditions contributed to increased repayment pressure, particularly
among lower-income borrowers.
Looking ahead, the sector is expected to deliver approximately 15-20% annual growth over the
next one to three years. Institutions with strong governance frameworks, diversified funding
sources and scalable digital platforms are expected to be best positioned to capture growth
opportunities.
Recent data from the National Statistics Office of Mongolia indicates improving external
conditions, with export activity showing a strong recovery in the first quarter of 2026 compared
to the same period in 2025. This trend is expected to support economic stability, household
income recovery and credit quality across the sector.
5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
Jan Feb Mar
Export Value (Million USD)
Month
(Q1)
Monglia Trade Balance (2025-2026)
2025 Exports 2026 Exports
20
Overview Chairman’s Statement Strategic Report Market Overview Sustainability Report Governance Consolidated Financial Statements Additional Information
Ulaanbaatar, Mongolia
Kyrgyzstan
Kyrgyzstan recorded robust economic performance in 2025,
with GDP growth of approximately 11.1%, supported by
trade, construction and manufacturing activity (Source:
Interfax). Inflation remained moderately elevated at around
6.9%, while policy rates were maintained in the region of
9.3%. Household consumption continued to be supported by
remittance inflows and wage growth.
The financial sector, including microfinance and non-bank
lenders, has expanded steadily, with approximately 500
institutions and an aggregate loan portfolio of around USD
665 million (Source: Kabar Agency). The sector plays a critical
role in extending credit access to underserved regions, with
digital lending and mobile-based financial services gaining
traction. Competitive dynamics are driven by accessibility,
speed of disbursement and user experience, while regulatory
oversight by the National Bank of the Kyrgyz Republic focuses
on prudential standards and consumer protection. Demand
remains strong for short-term consumer and MSME
financing, supported by increasing digital adoption. However,
the sector faces risks associated with macroeconomic
volatility, reliance on external funding sources, margin
pressures and rising compliance requirements.
Over the medium term, growth is expected to be supported
by continued financial inclusion, digital innovation and MSME
development. Institutions with robust risk management,
governance discipline and diversified funding structures are
expected to outperform.
Kazakhstan
In Kazakhstan, GDP growth reached approximately 6.5% in
2025, supported by energy exports and resilient domestic
demand (Source: Astana Times). Inflation moderated to
approximately 12.3% amid continued monetary tightening,
while exchange rates remained relatively stable.
Key risks include elevated exposure to consumer credit
cycles, increasing competition from banks and fintech
platforms, and rising compliance and funding costs. Liquidity
management remains an important consideration for sector
participants.
The outlook for the sector remains positive, supported by
ongoing digital transformation, product diversification and
cross-sector collaboration between financial institutions and
fintech providers. Market leaders are expected to benefit
from scale, technology integration and diversified product
offerings.
Uzbekistan
Uzbekistan continues to demonstrate steady economic
growth, with GDP expanding by approximately 5.9% in 2025,
supported by investment, consumption and services (Source:
International Monetary Fund). Inflation averaged around 8%,
with the central bank maintaining a relatively tight monetary
stance to support price stability.
The NBFI sector, encompassing microfinance, leasing and
fintech companies, has expanded significantly in recent years
and now includes over 200 licensed institutions, with an
estimated loan portfolio of approximately USD 5 billion
(Source: UZ Daily). However, growth momentum moderated
towards the end of 2025, reflecting higher interest rates,
regulatory tightening and the introduction of interest rate
caps, as noted by Fitch.
Demand for consumer and MSME lending remains resilient,
supported by increasing digital adoption and ongoing
financial sector reforms. Nonetheless, the operating
environment is characterised by rising funding costs, margin
compression and evolving regulatory requirements.
Over the medium term, the sector is expected to deliver
cautiously positive growth, driven by financial inclusion,
digital lending and product diversification, including leasing
and factoring. Institutions with conservative leverage, strong
governance and diversified funding access are expected to
demonstrate greater resilience.
Southeast Asia (Indonesia and Philippines)
The NBFI markets in Indonesia and Philippines present a compelling long-term growth opportunity, supported by favourable
demographics, rapid urbanisation and accelerating digital adoption. Combined, the two countries represent a population of
nearly 400 million, with relatively young and increasingly connected populations. Internet penetration has reached
approximately 80% in Indonesia and 84% in the Philippines (Source: DataReportal), providing a strong foundation for digital
financial services.
Financial inclusion has improved meaningfully in recent years, with account ownership exceeding 76% of adults in Indonesia and
approximately 65–70% in the Philippines (Source: World Bank Global Findex; UOB Group). However, significant gaps remain in
access to formal credit, particularly among MSMEs and rural populations, creating a large addressable market for non-bank
lenders.
On the supply side, both markets are experiencing rapid development of fintech and alternative finance ecosystems. Indonesia’s
NBFI lending market exceeds USD 35 billion, while the Philippines’ microfinance and non-bank lending sector is estimated at
USD 7–10 billion (Source: OJK; Vince Rapisura). Regional fintech investment reached approximately USD 1.4 billion in 2024,
reflecting sustained investor interest (Source: Singapore FinTech Association). MSMEs, which account for over 90% of businesses
in both markets, continue to face structural financing gaps, particularly in working capital and short-term credit.
Supported by regulatory frameworks from authorities such as Indonesia’s Financial Services Authority (OJK) and the Bangko
Sentral ng Pilipinas, alongside increasing adoption of mobile payments and digital ecosystems, the NBFI sector in both countries
is expected to grow at mid- to high-teens annually over the next three to five years, evolving into a more scalable and diversified
financial ecosystem.
Consolidated Themes Across Regions
Across ICFG’s core and target markets, several consistent themes are evident. Growth is primarily driven by financial inclusion gaps, MSME
financing demand and accelerating digital adoption. Competitive differentiation increasingly depends on speed, accessibility and customer
experience, enabled by technology.
At the same time, the sector faces common structural pressures, including inflation, rising funding costs, margin compression and evolving
regulatory requirements. However, opportunities remain significant in product diversification, such as leasing, factoring and value-chain finance,
and in the deployment of scalable digital platforms.
These trends are closely aligned with ICFG’s strategic focus on asset quality, funding resilience, governance and technology-driven distribution.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
21
Overview Chairman’s Statement Strategic Report Market Overview Sustainability Report Governance Consolidated Financial Statements Additional Information
Bishkek, Kyrgyzstan Astana, Kazakhstan Tashkent, Uzbekistan
GROWTH STRATEGY
The Group’s immediate growth strategy is focused on building a scalable, technology-enabled financial services platform, anchored in its core
market and expanded across high-growth regions. The Group intends to pursue it in a phased and disciplined manner, balancing expansion
opportunities with capital availability, regulatory requirements and risk management considerations. Execution is expected to be supported
through a combination of internally generated cash flows, strategic partnerships and, where appropriate, external funding aligned with the
Group’s long-term growth objectives.
The growth strategy is underpinned by three core pillars: market expansion, technology development and the development of insurance and
pension capabilities.
1. Market Expansion
ICFG adopts a phased approach to regional expansion, leveraging its established and leading position in Mongolia as a foundation for growth.
While Mongolia provides a strong operational base, it represents the smallest market within the Group’s current and target footprint, with
significantly larger opportunities available across Central Asia and Southeast Asia.
Core Markets
Mongolia
Expanding Markets
Kyrgyzstan Kazakhstan Uzbekistan
Target Markets
Indonesia Philippines
Population
Central Bank Rate
GDP Growth
Inflation
NBFI Market Size
NBFI’s Average
Annual Nominal
Interest Rate
~3.6m
12%
6.8%
7.5%
USD 1.8b
30-36%
Population
Central Bank Rate
GDP Growth
Inflation
NBFI Market Size
NBFI’s Average
Annual Nominal
Interest Rate
~7.3m
11-12%
11.1%
9.4%
USD 0.7b
28-35%
~20.8m
18%
6.5%
12%
USD 3.5b
30-40%
~37m
14%
6.0%
8.0%
USD 5b
28-36%
Population
Central Bank
Rate
GDP Growth
Inflation
NBFI Market
Size
NBFI’s Average
Annual Nominal
Interest Rate
~278.7m
6.0%
5.2%
1.7%
USD 35b
15-50%
~119m
5.0%
5.0%
1.5%
USD 7.2b
15-40%
Sources: Publicly available information from central banks, International Monetary Fund (IMF), Organisation for Economic Co-operation and Development (OECD), Reuters,
Worldometer, DataReportal and other governmental, regulatory and industry publications
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
22
Overview Chairman’s Statement Strategic Report Growth Strategy Sustainability Report Governance Consolidated Financial Statements Additional Information
Expansion into Central Asia is supported by structural similarities in economic conditions, regulatory frameworks and financial inclusion gaps,
enabling replication of the Group’s traditional and digital lending model with targeted localisation. In Southeast Asia, the Group intends to pursue
a more selective and partnership-driven approach, focusing on scalable digital distribution and ecosystem integration to access larger and more
competitive markets. This dual-track strategy allows the Group to balance execution certainty with long-term growth potential, while diversifying
revenue streams and reducing geographic concentration risk.
2. Technology Development
Technology remains a core enabler of the Group’s business
model, supporting scalability, operational efficiency and risk
management. The Group continues to invest in a data-driven
platform encompassing digital customer interfaces,
automated credit decisioning and centralised data
architecture.
Key initiatives include the application of artificial intelligence
in credit scoring and risk assessment, automation of loan
processing and monitoring, and the integration of lending,
insurance and marketplace services within a unified fintech
platform. These capabilities enhance underwriting accuracy,
improve operational efficiency and support real-time portfolio
management.
3. Development of Insurance & Pension Capabilities
ICFG is expanding into insurance and pension-related services to diversify
revenue streams and deepen customer engagement. Across the Group’s core
markets, including Mongolia, life insurance and private pension segments
remain at an early stage of development, with penetration levels significantly
below those of more mature markets. As household incomes rise and awareness
of long-term financial planning increases, these markets present attractive
opportunities for the introduction of accessible, technology-enabled insurance
and savings solutions.
Within this context, the Group, through its newly acquired subsidiary Connect
Life (as disclosed in Note 21 to the consolidated financial statements), is
leveraging digital distribution, its broader financial services network and local
strategic partnership to expand the availability of life protection and retirement-
related products, as well as developing scalable, technology-enabled solutions
that generate recurring income and complement its core lending activities.
BUSINESS MODEL
Organic expansion
• Licensing
• Branch setup
• Brand building
• Market share acquisition
Inorganic expansion
• Strategic acquisitions (Kyrgyzstan in 2020; Insur Life in
2025)
• Integration and conversion into Group's operating
model
Establishment
(Market Entry and Positioning)
• Embedding proprietary technology into established operations to enhance performance
• Customisation of in-house systems to local regulatory and market conditions
• Deployment of digital platforms (e.g. Pocket) to drive customer acquisition and servicing
• Expansion of customer reach beyond physical branch limitations
• Enablement of scalable operations with lower marginal cost
Technology Deployment
(Scaling & Efficiency Engine)
Financial
• Revenue growth through loan book expansion
• High profitability driven by strong yields and
efficient operation model
• Increasing contribution from newer markets as they
mature
Non-financial
• Financial inclusion in underbanked markets
• Contribution to institutionalisation of microfinance
industry
• Positive social and economic impacts
Value Creation
(Monetisation & Impact)
Overview Chairman’s Statement Strategic Report Business Model Sustainability Report Governance Consolidated Financial Statements Additional Information
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
23
CHIEF EXECUTIVE’S STATEMENT
Introduction
FY25 was a transformative year for ICFG, marked by the successful
completion of the Group’s reverse acquisition on 12 February 2025,
resulting in ICFG becoming the first Mongolian financial institution to
be listed on the London Stock Exchange. This listing enhances the
Group’s international profile and credibility, while providing access to a
broader and more diverse global investor base.
The transaction establishes a strong platform for the Group’s next
phase of growth, supporting the continued scaling of its microfinance
operations and technology-enabled offerings, and reinforcing ICFG’s
strategic ambition to operate as an internationally recognised financial
services group.
Overview
FY25 was a year of strong operational execution alongside a
transformative corporate milestone. The Group delivered robust
growth across its core microfinance and fee-based businesses, with
net interest income increasing by 31% and non-interest income
expanding by 49%, driven by the successful scaling of the Pocket
Marketplace platform.
At the same time, the Group continued to expand its loan portfolio,
strengthen its funding base, and invest in digital capabilities across its
markets. These developments reflect the Group’s ability to execute its
strategy while building a more diversified and scalable business
model.
The successful completion of the reverse acquisition further
strengthens this foundation, positioning the Group for its next phase
of growth as an internationally listed financial services group.
Listing rationale
From an early stage, the Group recognised the strategic importance of
accessing international capital markets beyond its home markets.
While InvesCore NBFI has an established listing in Mongolia, the Group
has long sought a venue capable of supporting a broader international
investor base, enhancing global visibility, and providing the depth and
credibility required for long-term growth.
London was selected as the preferred listing venue due to its position
as one of the world’s leading financial centres, offering access to a
deep and sophisticated international investor base, strong expertise in
financial services and emerging markets, and a regulatory and
reporting environment aligned with the Group’s IFRS framework.
The opportunity to combine with Fintech Asia Limited (the former
name of the Company) further supported this choice, offering a well-
aligned platform and an efficient route to market.
ENKHMARAL BATKHUYAG
CHIEF EXECUTIVE OFFICER
Business progress
Geographic expansion and market access
In FY25, the Group continued to expand its geographic footprint to
enhance market access and better serve borrowers beyond
Ulaanbaatar, where a significant portion of Mongolia’s financial activity
is concentrated. New branches were established in Dornogovi and
Umnugovi, two strategically important provinces linked to Mongolia’s
mining and cross-border trade corridors, as well as in Tokmok City in
Kyrgyzstan, a key regional commercial hub. These locations were
selected to capture underserved demand in high-activity economic
zones and to support the Group’s strategy of broadening its presence
outside major urban centres.
In parallel, the Group advanced its InvesCore Alliance strategy,
establishing strategic partnerships with selected regional NBFIs to
extend its reach into rural areas in a capital-efficient manner. This
approach enables the Group to leverage local market knowledge and
distribution networks without incurring the higher fixed costs
associated with physical branch expansion. In Central Asia, the Group
also strengthened local partnerships with car dealers and ride-hailing
operators, supporting the growth of vehicle and income-generating
lending products within these markets.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
24
Overview Chairman’s Statement Strategic Report Chief Executive's Statement Sustainability Report Governance Consolidated Financial Statements Additional Information
Strengthening asset quality
Asset quality was a key area of focus in FY25, as the Group responded
to a rise in non-performing loans driven by a combination of legacy
exposures and evolving portfolio mix. Elevated delinquencies were
observed in segments indirectly linked to the mining logistics sector,
which had previously expanded rapidly during periods of strong coal
demand, followed by a subsequent slowdown. In parallel, the
continued scaling of the Group’s digital lending business, which
focused on consumer and partially unsecured lending, contributed to
higher delinquency formation, reflecting the inherently higher-risk,
higher-yield nature of this segment and industry-wide challenges in
credit information timeliness across multiple lending platforms.
In response, the Group implemented a series of targeted operational
measures to stabilise and improve portfolio quality. A dedicated NPL
task force was established in April 2025 to intensify recovery efforts
through direct borrower engagement, collateral verification and
restructuring initiatives. Building on this, the Group formalised these
capabilities through the establishment of a centralised Asset Quality
Department (‘AQD’) in July 2025, with a mandate spanning early risk
identification, recovery execution and collateral realisation. To enhance
execution efficiency, the function reports directly to the CEO of the
microfinance business.
While overall asset quality metrics remained under pressure during
FY25, these initiatives have supported improved recovery outcomes
tighter risk management and early-stage stabilisation in parts of the
portfolio. For instance, in Q4 2025, approximately 56% of the identified
NPL portfolio has been addressed through a combination of cash
recoveries and restructurings, alongside a positive profit and loss
impact through provision reversals and recovery of previously
suspended interest income. At the same time, the Group has
recalibrated its risk appetite, including reducing exposure to higher-
risk sectors and tightening underwriting standards, positioning the
portfolio for more sustainable, risk-adjusted growth going forward.
Further information on the Group’s credit risk exposure and expected
credit losses is set out in financial review and consolidated financial
statements.
Merger and acquisition
In March 2025, the Group invested a total of MNT 7 billion
(approximately USD2 million) and acquired 51% equity stake in Insur
LLC, a technology-driven insurance solutions provider established in
2018. Further details regarding this acquisition are set out in Note 21
to the consolidated financial statements.
Through this investment, the Group indirectly acquired Connect Life
LLC (‘Connect Life’), which subsequently obtained regulatory approval
from the Financial Regulatory Commission of Mongolia to operate in
the life insurance market. Connect Life will focus on delivering digital-
based life insurance and pension savings solutions, supporting the
Group’s strategic objective of expanding into technology-enabled
financial protection products.
The acquisition also enabled the Group to establish a strategic
partnership with Mobicom Corporation LLC, Mongolia’s largest
telecommunications and ICT provider, which serves approximately 1.7
million customers nationwide. Mobicom is a subsidiary of KDDI
Corporation, one of Japan’s leading telecommunications groups. Under
the ‘Mobilife’ brand, the parties are collaborating to develop and
distribute innovative digital life insurance products through Mobicom’s
extensive customer network and digital infrastructure. The partnership
combines Connect Life’s proprietary digital insurance platform,
Licensing
The Group continues to pursue selective licensing opportunities to
support its regional expansion strategy.
In Kyrgyzstan, the Group is progressing its application to obtain
approval from the National Bank of the Kyrgyz Republic to accept term
deposits from individuals and legal entities, which will enable the
introduction of trust deposit products similar to those offered in
Mongolia. The licence is expected to be obtained in FY2026 and will
support further diversification of the Group’s funding base within the
market.
Technology development
In FY25, the Group made significant progress in advancing its digital
transformation strategy, with a focus on enhancing customer
experience, expanding digital capabilities, and strengthening the
scalability of its platform. These initiatives are central to the Group’s
ambition to build an integrated, technology-enabled financial
ecosystem that improves accessibility while supporting efficient
growth.
On the customer-facing front, the Group continued to enhance its
digital platforms and service delivery capabilities. The InvesCore App,
which now has over 40,000 registered users, enables customers to
review loan products and initiate applications digitally, including
completing key onboarding and preliminary underwriting steps prior
to branch-based finalisation. In addition, digital account opening
capabilities were introduced to streamline customer onboarding, while
upgraded digital tools for sales teams improved credit assessment, co-
borrower processing, and collateral tracking. The Group also
developed digital advisory platforms to support SME clients with
practical tools and resources, further strengthening its value
proposition beyond financing.
A key milestone in FY25 was the launch of PocketSafe, a fully digital
savings product within the Pocket ecosystem. Designed primarily for
younger users and first-time savers, PocketSafe offers low entry
thresholds, automated recurring contributions, and goal-based
savings features with flexible maturities. The platform allows users to
open and manage deposits entirely within the application,
representing an important step in expanding the Group’s product
offering beyond lending and supporting its strategy of building a
broader financial services ecosystem.
Alongside these customer-facing developments, the Group continued
to invest in core systems and internal digital infrastructure to enhance
operational efficiency and risk management. Upgrades to loan
processing and core banking systems enabled greater automation in
areas such as credit scoring, compliance checks, and portfolio
monitoring, while new digital tools were deployed to strengthen
management of non-performing loans and recovery processes. The
Group also advanced its digital workplace initiatives, including the
rollout of internal platforms and automation of administrative
workflows, contributing to improved productivity and organisational
effectiveness.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
25
Overview Chairman’s Statement Strategic Report Chief Executive's Statement Sustainability Report Governance Consolidated Financial Statements Additional Information
regulatory expertise and sector professionals with Mobicom’s
nationwide distribution capabilities and established ICT ecosystem.
Together, this initiative represents the joint entry into Mongolia’s life
insurance market and reflects the Group’s broader strategy of
leveraging technology and strategic partnerships to expand access to
modern financial services across its markets. Connect Life successfully
launched its operations and insurance products, acquiring 100,000
customers as of 31 December 2025.
Operational Funding and Strategic Partnership
At the operating level, the Group continued to diversify and strengthen
its funding base through partnerships with international financial
institutions and impact investors.
In FY25, InvesCore NBFI secured USD 5 million in financing from Triple
Jump B.V. and an additional USD 3 million from EMF Microfinance Fund
(‘EMF’), marking the sixth round of funding from EMF and bringing
total funding from this partner to approximately USD 16 million.
InvesCore NBFI also secured a USD 20 million equivalent senior facility
from FMO, the Dutch entrepreneurial development bank, with a five-
year tenor. This funding will support micro and SME lending, including
a dedicated allocation toward green financing initiatives, reinforcing
the Group’s commitment to sustainable development and financial
inclusion.
In addition, the Group entered into a syndicated financing facility of up
to USD 25 million with Helicap, a fintech-focused investment manager
specialising in alternative lending across Asia. The facility supports the
continued expansion of the Group’s digital lending platform, Pocket,
and strengthens its ability to scale lending activities to underserved
segments.
InvesCore NBFI secured USD 5 million in financing from Triodos
Investment Management during FY25. This investment will support
the continued expansion of responsible financial services in Mongolia,
particularly for SMEs and underserved customer segments.
These funding initiatives reflect strong and continued partnership with
international investors and position the Group to sustain its growth
trajectory while maintaining a diversified and resilient funding
structure.
In FY2025, InvesCore NBFI was in breach of certain financial covenants
relating primarily to portfolio quality metrics under specific borrowing
arrangements, and these breaches remain ongoing as at the date of
this report. The Group has maintained active and constructive
engagement with all of its lenders and the matters are being
addressed through ongoing discussions and remedial actions,
including continued funding diversification and balance sheet
management initiatives. As at the reporting date and up to the date of
this report, no lender had exercised its contractual right to demand
accelerated repayment. The Group is not in default of any principal or
interest payments in respect of its borrowings at all times.
As described in Note 2.5 to the consolidated financial statements,
these covenant breaches give rise to material uncertainties related to
going concern that may cast significant doubt over the Group's ability
to continue as a going concern and, therefore, that it may be unable to
realise its assets and discharge its liabilities in the normal course of
business. The Board and management continue to progress a range of
measures, including lender engagement and external funding
initiatives, to support the Group’s liquidity and capital position.
Market recognition and Strategic Initiatives
In FY25, the Group received continued recognition for its performance
and contribution to the financial sector in Mongolia. In June 2025,
InvesCore NBFI was named one of Mongolia’s ‘Top 100 Enterprises’ by
the Government of Mongolia and the Mongolian National Chamber of
Commerce and Industry. InvesCore NBFI was also awarded
‘Outstanding Sustainable Finance Institution’ by the Sustainable
Finance Association of Mongolia, reflecting its ongoing efforts in
promoting green financing, strengthening client protection, and
supporting responsible lending practices.
Beyond industry recognition, the Group continued to play an active
role in supporting the development of Mongolia’s SME ecosystem.
During the year, InvesCore NBFI successfully completed an SME
Support Program in partnership with Rio Tinto, a leading global mining
group with significant operations in Mongolia, aimed at improving
access to financing for local businesses. In addition, the Group
implemented its ‘Expand Your Opportunities’ campaign, providing
targeted financing solutions to micro, small, and medium-sized
enterprises to enhance business resilience and foster deeper
engagement within the Group’s ecosystem.
People/workforce/employees
Senior management change and organisational integration
Subsequent to the year end, the Group announced changes to the
executive leadership of its Mongolian subsidiary, InvesCore NBFI, as
part of its ongoing governance development and integration strategy.
Ms. Orolmaa Dashnyam, previously Chief Executive Officer of Pocket
NBFI, was appointed Chief Executive Officer of InvesCore NBFI.
Following this appointment, Ms. Orolmaa now serves as Chief
Executive Officer of both InvesCore NBFI and Pocket NBFI, replacing
the previous structure of separate CEOs for each entity. She brings
extensive experience in digital lending and fintech-enabled financial
services and has played a key role in the development of the Group’s
Pocket platform and broader digital ecosystem.
This unified leadership structure is intended to strengthen
coordination between the Group’s traditional lending operations and
its digital financial services platform, and to accelerate the integration
of InvesCore NBFI and Pocket NBFI under a more cohesive,
technology-enabled operating model.
Employee summary
Investment in people and culture remains a priority, with leadership
development and staff engagement initiatives reinforcing the Group's
values.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
26
Overview Chairman’s Statement Strategic Report Chief Executive's Statement Sustainability Report Governance Consolidated Financial Statements Additional Information
As of 31 December 2025,the Group has 657 employees (2024: 608)
across the following countries:
2025 2024
Mongolia 584 554
Kyrgyzstan and Kazakhstan 69 51
Singapore 4 3
Total Group headcount 657 608
The majority of employees continue to be based in Mongolia,
attributable to the Group’s core operating businesses there.
Headcount in Kyrgyzstan and Kazakhstan increased in FY25 in line with
the Group’s strategic investment and expansion plans in Central Asia,
where these markets are expected to contribute to future growth. The
Singapore office remains a small but strategically important presence,
supporting the Group’s offshore initiatives, including access to
international funding sources and the identification of new investment
opportunities across Southeast Asia and other markets.
Outlook
At the beginning of FY26, the Group continued to deliver growth in its
loan book, with GLP increasing further to USD 295 million as at April
2026. Early delinquency indicators showed improvement, with the
Group’s PDL rate reducing to 14.8% as at April 2026 (December 2025:
17.0%), reflecting a material decline in loans between 30 and 90 days
past due from 7.0% to 3.8% driven by the Group’s ongoing efforts to
strengthen credit underwriting, enhance early-stage collections and
implement more structured recovery processes.
Given the natural 2-month migration from PDL into NPL, recent
movements in NPL largely reflect earlier-period delinquency
formation. Accordingly, the current NPL reflects higher inflows into
delinquency during February 2026, which was affected by seasonal
factors including Lunar New Year business closures and the
improvement in PDL levels observed in April 2026 is expected to
support moderation in NPL formation in subsequent periods. Asset
quality management will remain a key area of focus for FY26, with
continued emphasis on tightening credit controls, improving portfolio
monitoring and reducing new delinquency inflows.
The Group also continues to prioritise funding diversification and
lender engagement initiatives in light of the covenant breaches
discussed earlier. While access to certain external funding sources may
become more selective in the near term, management remains
actively engaged with existing and prospective funding partners to
support the Group’s operational and strategic initiatives, particularly
the continued expansion of Pocket NBFI and its digital lending
ecosystem. Discussions remain ongoing in relation to a number of
potential funding opportunities, including customary due diligence
and credit assessment processes. While no assurance can be given
that these opportunities will materialise, management believes that
continued lender engagement, funding diversification and balance
sheet management initiatives will support the Group’s medium-term
funding objectives.
In parallel, the Group has undertaken additional domestic initiatives to
support liquidity management, which include trust deposits of
approximately USD63.9 million as at April 2026 (December 2025:
USD57.9 million), the completion of domestic bond issuances of
approximately USD8.4 million and securing commitments of
approximately USD29.5 million in relation to preference share
issuances which remain subject to staged execution as at the date of
this report.
Looking ahead to FY26, the Group will continue to expand its regional
presence while maintaining a disciplined and capital-efficient approach
to growth. In Uzbekistan, the Group will commence financial leasing
operations as an initial entry strategy, allowing it to establish an
operational presence while maintaining flexibility in navigating the
evolving regulatory landscape. In parallel, ICFG will also continue
evaluating additional licensing opportunities in Kyrgyzstan and
Kazakhstan, to support deeper market penetration and the rollout of
digital lending capabilities.
The Group also sees significant opportunity in underserved rural
markets, particularly in Mongolia where the NBFI sector in
Ulaanbaatar is relatively mature. Expansion into these areas will be
supported by a selective market approach and the introduction of an
agency-based distribution model, whereby individual agents are
onboarded to promote and originate lending products. This model is
expected to enhance customer reach while maintaining a flexible and
scalable cost structure, supporting sustainable growth across the
Group’s core markets.
In addition, Pocket NBFI has expanded into fully digital car financing
solutions through a partnership with Turbo Mongolia, a local digital
automotive marketplace platform, which commenced in January 2026.
Through the Turbo Mongolia application, customers are able to select
and purchase vehicles while simultaneously obtaining financing from
Pocket NBFI to complete the transaction. The entire process is
conducted online without requiring any physical branch visits.
The next phase of the Marketplace strategy will enable tenant NBFIs to
distribute their trust‑deposit products to Pocket users, further
expanding the platform’s product breadth. In 2026, the Group will also
expand its insurance products in cooperation with Connect Life and
launch Pocket Fund, enabling the creation of synergistic offerings that
support cross‑selling across the ecosystem. As part of this
collaboration, Pocket NBFI will also allow Connect Life to offer
loan‑insurance products designed to cover outstanding loan balances
in the event of a borrower’s death.
In parallel, the Group is advancing a structured technology roadmap to
enhance scalability, strengthen risk management and improve
customer experience across its operations. Key initiatives include the
rollout of enhanced credit scoring and decisioning capabilities,
automation of loan processing and monitoring workflows, and the
deployment of AI-enabled tools to support underwriting, collections
and customer engagement. The Group is also investing in platform
integration, data infrastructure and fraud detection capabilities to
enable real-time insights and more effective risk control.
These developments are complemented by ongoing enhancements to
the Pocket application, including the expansion of digital product
offerings, ecosystem integration with marketplace partners, and the
introduction of bundled financial services. Collectively, these initiatives
are expected to improve operational efficiency, support portfolio
quality and position the Group for scalable, technology-driven growth.
ENKHMARAL BATKHUYAG
CHIEF EXECUTIVE OFFICER
25 JUNE 2026
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
27
Overview Chairman’s Statement Strategic Report Chief Executive's Statement Sustainability Report Governance Consolidated Financial Statements Additional Information
Key Performance Indicators (‘KPIs’)
The Group uses a number of both financial and non-financial KPIs to
measure its performance. The Group operates a framework whereby
the same KPIs are monitored throughout the business, be that at
divisional or jurisdictional level. These KPIs used may not be directly
comparable with similarly titled measures used by other companies.
The Group constantly reviews its management information and KPIs
to ensure that the Board has adequate and appropriate oversights of
the business. If necessary, the Group might introduce additional KPIs
from time to time.
During FY25, the Group changed its accounting framework from UK-
adopted International Accounting Standards (‘IASs’) to International
Financial Reporting Standards (‘IFRS Accounting Standards’)
issued by International Accounting Standards Board (‘IASB’). The
Directors have assessed the impact of this change and concluded
that it did not have a material effect on the Group’s financial
performance or KPI calculations. Further details are provided in Note
2.1 to the consolidated financial statements.
Financial KPIs
These financial KPIs are assessed regularly at a Group, divisional and
jurisdictional level, and monitored against budgets and targets.
Gross loan portfolio (‘GLP’)
2025
USD’000
2024
USD’000
Gross loan portfolio 256,431 218,957
Gross loan portfolio represents the gross principal amount of loans
outstanding at the reporting date and excludes accrued interest,
fees, penalties and impairment allowances.
The Group’s GLP increased to USD256 million in FY25 (FY24: USD219
million), driven by growth in both the number of active clients and
average loan size across traditional and digital lending segments.
Digital lending was the primary growth driver in FY25, contributing
60.9% of GLP expansion (FY24: 41.6%). Growth within the digital
segment was predominantly volume-driven, supported by the
continued scaling of the Group’s digital platform, Pocket, and
expansion in its active customer base (see page 13). Such customer
growth accounted for 40.7% of overall portfolio growth in FY25 (FY24:
21.8%).
Traditional lending contributed 39.1% of GLP growth in FY25 (FY24:
58.4%), with expansion primarily driven by increases in average loan
size. This reflects a strategic focus on business lending, deepening of
customer relationships and disciplined scaling of ticket sizes.
Overall, the changing composition of growth highlights the Group’s
transition toward a more digitally led lending model characterised by
scalable client acquisition and enhanced operational leverage, while
retaining a diversified traditional lending base.
Net interest margin
2025 2024
Yield on loan portfolio
Cost of funding
Net interest margin
36.4%
(13.8%)
22.6%
37.0%
(13.8%)
23.2%
Net interest margin measures the difference between yield on the loan
portfolio and cost of funding, expressed as a percentage of average
loan portfolio.
Net interest margin remained broadly stable at 22.6% (2024: 23.2%),
with cost of funding unchanged year-on-year at 13.8%. The modest
movement in yield on the loan portfolio reflects the evolving
composition of the Group’s loan book, as growth continues to
incorporate a broader mix of product segments and borrower profiles.
Cost-to-income ratio
2025 2024
Cost-to-income ratio 72.3% 34.0%
Cost-to-income ratio measures operational efficiency of the Group and
iscalculated by dividingoperating expensesbyoperating income.
The ratio increased to 72.3% in FY25 from 34.0% in FY24. Operating
income growth was supported by continued expansion in net interest
income (+31%) and net fee income (+49%), partially offset by a higher
expected credit losses on loans, while the increase in operating
expenses was primarily driven by higher employee costs and other
operating expenses associated with business expansion.
Included in FY25 total operating expense, the Group also incurred one-
off expenses of USD 16.6 million related to reverse acquisition.
Excluding these items, the cost-to-income ratio of FY25 would have
been 43.2%.
PDL and NPL ratio
2025 2024
PDL ratio 17.0% 8.2%
NPL ratio 9.5% 4.9%
PDL is defined as outstanding loan portfolio which has one or more
instalment repayment past due for more than 30 days, while NPL
refers to those overdue by more than 90 days. Both PDL and NPL are
measured based on outstanding principal balances only, excluding
accrued interest and other charges. PDL and NPL ratio measures the
percentage of PDL and NPL relative to outstanding loan portfolio
respectively.
FINANCIAL REVIEW
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
28
Overview Chairman’s Statement Strategic Report Financial Review Sustainability Report Governance Consolidated Financial Statements Additional Information
Both PDL and NPL ratios increased during FY25, reflecting higher
delinquency formation across the portfolio. The PDL ratio increased
to 17.0% (FY24: 8.2%), while the NPL ratio increased to 9.5% (FY24:
4.9%).
The increase in PDL reflects a higher volume of early-stage
delinquencies, driven by a combination of legacy exposures
(particularly in sectors that saw accelerated credit expansion in prior
periods), broader macroeconomic factors impacting borrower
repayment capacity, as well as the scaling of the digital lending
portfolio, which inherently carries higher risk characteristics due to
its focus on unsecured consumer lending and smaller-ticket, higher-
yield products.
The NPL ratio increased by 4.6 percentage points compared to FY24,
reflecting the partial migration of earlier-stage delinquencies into
later-stage defaults. This movement was primarily driven by higher
delinquency formation across both traditional and digital segments,
partially offset by a dilution effect from overall portfolio growth.
The increase in PDL and NPL ratios during FY25 has resulted in higher
allowance for expected credit losses detailed in Note 14 to the
consolidated financial statements. In certain cases, the deterioration
in portfolio quality metrics also contributed to breaches of financial
covenants under InvesCore NBFI’s borrowing agreements with
lenders, detailed in Note 22 to the consolidated financial statements.
Return on assets (‘ROA’)
2025 2024
ROA (adjusted
1
) 8.1% 10.6%
1
In calculating ROA, FY25 operating expenses were adjusted to exclude expenses
related to the reverse acquisition which are considered one-off and exceptional in
nature. Refer to page 31 for further details.
ROA is calculated by dividing profit after tax by the average of total
assets.
Adjusted ROA declined by 2.5 percentage points to 8.1% in FY25,
which was mainly driven by balance sheet expansion. Average total
assets increased by 31%, while adjusted profit remained broadly
stable at USD 24.6 million. As a result, returns were diluted by the
enlarged asset base rather than representing a deterioration in
underlying earnings performance.
Overall, the Group’s earnings capacity remained resilient, with the
ROA compression reflecting the mechanical effect of scaling the
balance sheet during a growth phase.
Earnings per share (‘EPS’)
2025 2024
EPS (adjusted
1
) 0.10 0.11
1
In calculating EPS, FY25 operating expenses were adjusted to exclude expenses
related to the reverse acquisition which are considered one-off and exceptional in
nature. Refer to page 31 for further details.
EPS is calculated by dividing profit after tax by the weighted average
outstanding shares.
Adjusted earnings per share decreased to USD 0.10 in FY25 (FY24:
USD 0.11), despite an increase in underlying profitability. This reflects
the change in share base following the reverse acquisition.
In FY24, EPS was calculated using the share base of ICFG Pte. Ltd.,
with the number of ordinary shares adjusted using the exchange
ratio established in the reverse acquisition, in accordance with IFRS
Accounting Standards issued by IASB. In contrast, FY25 EPS
incorporates the actual enlarged share structure of the Company
following completion of the reverse acquisition, resulting in a higher
weighted average number of shares. Please refer to Note 12 to the
consolidated financial statements for details.
As a result, the year-on-year decrease in EPS primarily reflects the
expanded share base following the reverse acquisition, rather than a
deterioration in underlying earnings performance.
Non-financial KPIs
The Directors rely on the following non-financial KPIs to measure the
business performance and operation efficiency of the Group:
Market share
2025 2024
Mongolia
Kyrgyzstan
Kazakhstan
11.4%
2.7%
0.3%
12.0%
2.6%
0.1%
ICFG monitors its market share in each of its operating markets
based on the size of its GLP relative to that in each market.
Mongolia: The Group maintained its position as the largest NBFI in
Mongolia, with market share of 11.4% (2024: 12.0%).
Kyrgyzstan: The Group's market share in the country improved
marginally to 2.7% (2024: 2.6%), broadly keeping pace with the 28%
expansion of the Kyrgyzstan’s microfinance market.
Kazakhstan: Market share tripled to 0.3%, reflecting rapid
portfolio scale-up against a relatively stable domestic market.
Number of active borrowers
2025 2024
Number of active borrowers 189,762 148,706
Active borrowers reached approximately 190,000 as at 31 December
2025, up 28% from 148,706 as at 31 December 2024. Growth was
driven by the expansion of the digital lending platform, which
accounted for 93% of total active borrowers by year-end 2025 (2024:
91%). The traditional lending client base declined to 9,384 borrowers
(2024: 11,340), reflecting a strategic shift toward the offering of
scalable and technology-driven financial services while maintaining a
focused portfolio of higher-value traditional loans.
The Group’s Central Asian operations contributed approximately
3,100 borrowers across Kyrgyzstan and Kazakhstan (2024: 2,600).
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
29
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Group financial performance
Summary Income Statement - Consolidated
2025
USD’000
2024
USD’000 YoY change
Interest income calculated using EIR 87,722 66,130 33%
Interest expenses calculated using the EIR and other finance costs (33,286) (24,714) 35%
Interest income calculated using EIR
54,436 41,416 31%
Fee, commission and other operating income 19,877 13,914 43%
Fee, commission and other operating expense (1,949) (1,854) 5%
Net fee, commission and other operating income
17,928 12,060 49%
Allowance for expected credit losses (15,546) (5,076) 206%
Net operating income
56,818 48,400 17%
Employee costs (12,543) (8,985) 40%
Depreciation and amortisation expense (1,530) (1,295) 18%
Other operating expenses (11,989) (6,186) 78%
Listing expense (16,032)
– –
Total operating expense
(41,094) (16,466) 150%
Profit before tax
15,724 31,934 (51%)
Income tax expense (7,687) (7,427) 4%
Profit for the year
8,037 24,507 (67%)
Net Interest Income
The Group's net interest income (‘NII’) reached USD 54 million in
FY25, up 31% from USD 41 million in FY24, supported by a 37%
increase in average GLP.
Interest income grew by 33% to USD 87.7 million, while interest
expense rose by 35% to USD 33.3 million, reflecting additional
funding required to support portfolio expansion.
Further details on regional performance are provided in the
Microfinance Business – Regional Performance section.
Net fee, commission and other operating income
Net fee, commission and other operating income increased by 49% to
USD 17.9 million in FY25 (FY24: USD 12.1 million), driven by growth
across multiple non-interest revenue streams.
The growth in fee income was primarily driven by the Pocket
Marketplace platform, which generated approximately USD 10.3
million (FY24: USD 6.8 million) in commission and agency fees from
tenant NBFIs hosted on the platform. This reflects strong adoption of
the marketplace model and marks a key milestone in FY25,
demonstrating the scalability of the platform. The Pocket Marketplace
enables third-party NBFIs to distribute financial products digitally
through the app, marking the first such implementation in Mongolia,
and diversifies the Group’s revenue base beyond interest income.
In addition, the Group continued to generate fee income from loan
administrative and origination activities, as well as underwriting and
brokerage services provided by InvesCore Capital. InvesCore Property
also contributed higher property management fee income, increasing
to USD 2.5 million in FY25 (FY24: USD 1.2 million), following the
completion and sale of several property projects and the transition to a
property management role across four properties.
Overall, the growth in non-interest income reflects the Group’s
ongoing strategy to diversify revenue streams and enhance fee-based
income alongside its core lending business.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
30
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Allowance for expected credit losses (‘ECL’)
Allowance for ECL increased from USD 5.1 million in FY24 to USD 15.5
million in FY25, reflecting both underlying asset quality deterioration
and enhancements to the Group’s credit risk measurement
framework.
During FY25, the Group refined its ECL methodology to improve risk
sensitivity and alignment with portfolio dynamics. Key changes
included transitioning from periodic to monthly assessments,
increasing delinquency granularity through expanded days-past-due
buckets, and refining portfolio segmentation from industry-based
groupings to product-based segments (e.g. business, consumer and
vehicle lending). In addition, the Group introduced probability of
default (PD) and loss given default (LGD) modelling, replacing the
prior simplified multiplier approach, and applied more granular
assessment for large exposures.
These enhancements were applied prospectively during FY25 and
primarily impact the measurement of expected credit losses for the
Group’s traditional lending portfolio at InvesCore NBFI, where
sufficient historical data and portfolio granularity exist to support
model-based estimation. Digital lending exposures continue to be
assessed under a simplified approach given their shorter operating
history and evolving data availability.
These changes resulted in earlier recognition of credit deterioration
and a more forward-looking provisioning approach. The increase in
ECL also reflects underlying portfolio developments during the
period, including higher credit risk in certain segments and the
growing contribution of higher-yielding unsecured lending products,
which inherently exhibit higher default risk relative to secured
exposures.
Total operating expenses
Total operating expenses increased to USD 41.1 million in FY25 (FY24:
USD 16.5 million), primarily driven by one-off share-based payment
expense of USD 16.0 million and professional fees of USD 0.5 million
arising from the reverse acquisition. Excluding these non-recurring
items, underlying operating expenses grew in line with business
expansion.
Employee costs increased by 40% to USD 12.5 million (FY24: USD 9.0
million), reflecting an 8% increase in headcount from 608 to 657 to
support the Group’s continued growth (refer to page 27 for further
details).
Other operating expenses rose by 78% to USD 11.0 million (FY24: USD
6.2 million), driven mainly by higher professional services fees
associated with the Group’s listing status, alongside general cost
increases in line with the expansion of operations.
Depreciation and amortisation expense increased by 18% to USD 1.5
million (FY24: USD 1.3 million), in line with the growth in the Group’s
fixed and intangible asset base as it continues to invest in technology
and infrastructure.
Profitability
In FY25, ICFG incurred expenses related to reverse acquisition which
are considered one-off and exceptional in nature. By excluding them,
management believes that adjusted profit before tax would precisely
reflect the profitability of the Group’s ordinary business activities, as
follows:
2025
USD’000
2024
USD’000
Reported profit before tax
Add: professional fees related to acquisition
Add: Listing expense
15,724
539
16,032
31,934
-
-
Adjusted profit before tax
Reported income tax expense
Adjusted profit for the year
32,295
(7,687)
24,608
31,934
(7,427)
24,507
Adjusted profit before tax increased by 1% to USD 32.3 million in FY25
(FY24: USD 31.9 million), reflecting continued growth in the Group’s
core microfinance and fee-based activities.
Despite this, reported profitability declined with profit before tax and
profit for the year impacted by higher expected credit loss provisions
and increased operating expenses. As a result, profit margins
moderated year-on-year, reflecting the combined effect of portfolio
expansion, a more forward-looking provisioning approach, and
investment in business growth.
Effective tax rate
2025 2024
Effective tax rate 48.9% 23.3%
The Group’s effective tax rate increased to 48.9% in FY25 (FY24:
23.3%), primarily due to the non-deductible nature of share-based
payment expenses and certain capital expenditure incurred in
connection with the reverse acquisition.
Excluding these items, the effective tax rate would have been
approximately 23.8%, broadly in line with FY24 and the prevailing
corporate income tax rate in Mongolia, where the Group’s principal
operations are based.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
31
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Microfinance Business – Regional Performance
2025
USD’000
2024
USD’000
Mongolia Central Asia
1
Group total Mongolia Central Asia
1
Group total
Interest income calculated using EIR 80,462 7,014 87,476 61,787 4,113 65,900
Interest expenses calculated using the EIR and other finance costs (30,831) (1,866) (32,697) (22,117) (2,129) (24,246)
Net interest income
49,631 5,148 54,779 39,670 1,984 41,654
Fee, commission and other operating income 11,817 482 12,299 7,486 109 7,595
Fee, commission and other operating expense (108) (42) (150) (64) (52) (116)
Net fee, commission and other operating income
11,709 440 12,149 7,422 57 7,479
Allowance for expected credit losses (15,266) (257) (15,523) (4,771) (326) (5,097)
Net operating income
46,074 5,331 51,405 42,321 1,715 44,036
Employee costs (6,314) (1,220) (7,534) (5,101) (796) (5,897)
Depreciation and amortisation expense (941) (172) (1,113) (850) (107) (957)
Other operating expenses (4,952) (422) (5,374) (3,261) (442) (3,703)
Profit before tax
33,867 3,517 37,384 33,109 370 33,479
Margin
74% 66% 73% 78% 22% 76%
Income tax expense (7,154) (113) (7,267) (6,914) (94) (7,008)
Profit for the year
26,713 3,404 30,117 26,195 276 26,471
Margin
58% 64% 59% 62% 16% 60%
1
Central Asia refers to Kazakhstan, Kyrgyzstan and Uzbekistan and excludes Mongolia.
Net interest income
Overall, net interest income from the microfinance business grew by
32% to USD54.8 million in FY25.
Mongolia
Net interest income grew 25% to USD 49.6 million, supported by
interest income growth of 29% to USD 80.0 million in line with loan
portfolio expansion. Interest expenses rose 39% to USD 30.8 million
as the Group scaled its external borrowing to fund growth. The NII-
to-income ratio declined slightly to 62% (2024: 64%)), as the funding
cost growth outpaced interest income.
Central Asia
Net interest income increased 159% to USD 5.1 million, as interest
income increased 71% to USD 7.0 million while interest expense
declined slightly to USD 1.9 million, reflecting improved funding
efficiency as the subsidiaries scale their operations and optimize their
funding mix.
The NII-to-income ratio improved to 73% (FY24: 48%), indicating a
higher conversion of revenue into net income as operations mature.
Central Asia's contribution to total Group NII increased from 4.8% to
9.4% as part of the Group’s ongoing expansion and diversification
efforts.
Regional profitability
The microfinance business reported profit for the year of USD 30.1
million, up 14% year-on-year, on total operating revenue growth of
36% to USD 66.9 million. The difference between top-line and
bottom-line growth primarily reflects higher expected credit loss
provisions, which rose to USD 15.3 million from USD 5.1 million in line
with the expansion of the lending portfolio.
Mongoliaremained the core earnings driver, contributing 89% (FY24:
99%) of the segment's profit. Adjusted profit for the year increased
2% to USD 26.7 million (FY24: USD 26.2 million), supported by a 25%
rise in net interest income and a 58% increase in net fee, commission
and other operating income. The growth in fee income reflects the
initial rollout of the Pocket Marketplace platform, currently offered
only in Mongolia, which begins to diversify the Group’s revenue
beyond interest income. The adjusted pre-tax margin narrowed to
74% from 78%, reflecting increased provision associated with
portfolio growth.
Central Asiadelivered a significant improvement in profitability in
FY25, with profit for the year reaching USD 3.4 million (FY24: USD 0.3
million). The adjusted pre-tax margin expanded to 66% in FY25
compared to 22% in FY24, and the region's share of the segment's
profit rose to 11% (FY24: 1%), representing maturing operations and
growing contribution to the microfinance division's earnings.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
32
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Cash and bank balances
Cash and bank balances increased by 31% to USD 53.2 million as of
31 December 2025 (FY24: USD 40.5 million), reflecting strengthened
liquidity following increased funding inflows during the year. The
higher cash position provides the Group with flexibility to support
continued loan book expansion and meet near-term operational and
funding requirements.
Loans and advances to customers
Loans and advances to customers increased by 15% to USD 247.4
million (FY24: USD 214.8 million), in line with the growth in the
Group’s gross loan portfolio as described above. The expansion was
driven by increases in both active borrowers and average loan size,
supported by continued scaling of digital lending alongside steady
growth in traditional lending segments.
Fundings
The Group’s funding base comprises three primary sources:
borrowed funds, bonds payable, and private placement of deposits,
which together support the expansion of the loan portfolio. Total
funding increased in line with business growth during FY25.
Borrowed funds increased by 39% to USD 132.2 million (FY24: USD
94.9 million), reflecting additional funding secured from international
development finance institutions to support portfolio expansion.
Bonds payable decreased by 11% to USD 32.5 million (FY24: USD 36.6
million), as unlisted bond balances declined in accordance with
scheduled repayments, partially offset by the issuance of a newly
listed bond in Mongolia.
Private placement of deposits remained broadly stable at USD 60.2
million (FY24: USD 59.6 million), consistent with the Group’s approach
to maintain this funding source at current levels. During FY25,
the Financial Regulatory Commission of Mongolia reduced the
permitted trust deposit threshold from 100% to 80% of an NBFI’s
equity. The Group remains well within this limit, providing sufficient
headroom to support future liquidity requirements if needed.
50% (2024: 46%) of the Group’s borrowed funds are subject to
financial covenant provisions requiring the relevant borrowing
subsidiaries to maintain specified key financial ratios such as capital
adequacy ratio, loan quality related ratio, debt to equity ratio and
related party exposure ratio.
As of 31 December 2025, out of total borrowings amounting USD 132
million (2024: USD 95 million), borrowed funds of USD 41.3 million
(2024: nil) were subject to covenant breaches which give rise to
lenders’ contractual entitlement to request for immediate repayment
of outstanding loan amounts. The Group has maintained active and
constructive engagement with all of its lenders and the matters are
being addressed through ongoing discussions and remedial actions,
including continued funding diversification and balance sheet
management initiatives.
As described in Note 2.5 to the consolidated financial statements,
these covenant breaches give rise to material uncertainties related to
going concern that may cast significant doubt over the Group's ability
to continue as a going concern and, therefore, that it may be unable
to realise its assets and discharge its liabilities in the normal course
of business. The Board and management continue to progress a
range of measures, including lender engagement and external
funding initiatives, to support the Group’s liquidity and capital
position.
As of the date of this report, no lenders have exercised their rights to
demand early repayment. The Group is not in default of any principal
or interest payments in respect of its borrowings at all times. The
Directors remain confident that the Group will be able to maintain
adequate liquidity and financial resources to support its operation
and meet its obligations as they fall due throughout the going
concern period ending 31 July 2027.
Total equity
Total equity increased by 18% to USD 93.1 million (FY24: USD 78.6
million), supported by profit generated during FY25. Share premium
increased due to share issuance upon conversion of convertible
notes and reverse acquisition. Other equity items decreased
following the recognition of the merger reserve arising from the
reverse acquisition accounting and the associated IFRS 2 listing
expense.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
33
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Summary Balance Sheet - Consolidated
2025
USD’000
2024
USD’000
YoY
change
Cash and bank balances 53,230 40,493 31%
Loans and advances to customers 247,387 214,849 15%
Other assets 29,114 24,184 20%
Total assets
329,731 279,526 18%
Borrowed funds 132,151 94,928 39%
Bonds payable 32,527 36,634 (11%)
Private placement of deposits 60,200 59,647 1%
Other liabilities 11,716 9,711 21%
Total liabilities
236,594 200,920 18%
Share capital and premium 148,755 5,145 2,791%
Retained earnings 52,571 48,256 9%
Other equity items (132,176) 1,452 (9,203%)
Non-controlling interest 23,987 23,753 1%
Total equity
93,137 78,606 18%
Risk culture
The Group’s risk culture is grounded in clear governance,
accountability and disciplined risk‑taking aligned with the Group’s
mission, strategy and long‑term objectives. The Group emphasises a
culture in which all employees—from senior leadership to front‑line
teams—understand their roles in identifying, assessing and
managing risk. The Group follows a structured Risk Pyramid that
outlines its key components of risk culture, governance, appetite,
assessment, and policies.
ICFG Groups’s Risk Pyramid
01 Risk Culture
Values and behavioural system
02 Risk governance
Decision-making process and governance principles
03 Risk Appetite
Acceptable thresholds and risk limits
04 Risk Assessment
Identifying and measuring potential risks
05 Risk Policies
Policies and Procedures to be adhered
The Group’s risk culture is implemented through a top-down
approach, beginning with the Company’s Board of Directors. The
Board maintains an overarching view of the Group’s risk profile, sets
the tone for responsible risk-taking, and provides strategic guidance.
The Board, together with the Risk Committee, is responsible for
ensuring that appropriate policies, procedures, and controls are
established to effectively manage risks. They also ensure that robust
arrangements are in place for timely and effective reporting on all
matters related to the operation of the risk management framework.
The Risk Committee makes recommendations to the Board and
oversees the assignment of ICFG Management to ensure effective
implementation. The SIBJ Chief Risk Officer reports directly to the
Company’s Risk Committee and acts on its instructions and
recommendations. ICFG Management works closely with the SIBJ
Chief Risk Officer to manage operational-level risks across all
subsidiaries, ensuring that appropriate internal controls, monitoring
mechanisms, and risk management practices are consistently and
effectively implemented throughout the Group.
Below is the Risk culture summary implemented within the Group:
Risk Culture Element Description
Alignment with International
Standards
The Group aligns its risk practices
with COSO ERM, ISO 31000, COBIT,
and ISO 27001, embedding global
best practices into its culture,
governance and information security
processes.
Tone from the Top The Company’s Board defines the
Group’s risk appetite, oversees key
risks, sets ethical standards, and
ensures compliance with laws and
regulations. The Board plays a central
role in shaping a responsible risk
culture aligned with strategic
objectives.
RISK MANAGEMENT
Integrated Governance
Framework
The Terms of Reference of the Risk
Committee define its mandate to
provide oversight of the Group as a
whole and, unless otherwise required
by regulation, to discharge its
responsibilities in respect of the
parent company, major subsidiary
undertakings, and the Group, as
appropriate. In carrying out its duties,
the Committee works closely with the
SIBJ Chief Risk Officer, as set out in its
Terms of Reference.
The Risk Management Policy and Risk
Management Procedures established
at the SIBJ level apply consistently
across all subsidiaries, departments,
and units, thereby ensuring a unified
and coherent approach to risk
identification, assessment, and
management. A risk culture is
embedded throughout the Group
through defined policies and
procedures, supported by well-
articulated roles, responsibilities, and
delegation of authority.
Proactive Risk Identification and
Monitoring
ICFG Risk committee meets quarterly
and receives updates and Risk report
from CRO and evaluates emerging risks
and mitigation measures. As per its
Terms of Reference, the Risk
Committee of ICFG Limited advises the
Board on the Company’s overall risk
appetite, tolerance and strategy, and
the principal and emerging risks the
Company is willing to take in order to
achieve its long-term strategic
objectives.
Business units and subsidiaries are
required to evaluate risks regularly,
update risk databases and report
quarterly to the SIBJ Risk Management
Unit. Continuous monitoring ensures
early detection of emerging risks.
Defined Risk Appetite and
Tolerance
Risk appetite, capacity and tolerance
levels are established in line with
strategy and reviewed semi annually.
These limits set expectations for
acceptable risk taking and guide
decision making across the Group.
Three Lines of Defence Model Risk management is reinforced
through the First Line (business units
owning risk), Second Line (Risk
Management Unit and functional
control units), and Third Line (Internal
Audit or Executive Management),
ensuring clear accountability and
layered oversight.
Integration with Strategy and
Decision‑Making
Risk assessment is embedded in
strategic planning, business evaluation
and resource allocation. Strategic
options are assessed for risk
implications, reinforcing a culture
where risk and return are considered
together.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
34
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Risk Culture Element Description
Employee Accountability and
Involvement
All employees, from senior leadership
to operational staff, are responsible for
integrating risk considerations into
daily decision‑making. Managers must
implement controls, monitor risks and
take corrective action as required.
Ethics, Conduct and Compliance
Focus
Ethical behaviour, regulatory
compliance and anti‑fraud measures
are integral parts of the risk culture.
Managers and employees are
responsible for upholding standards
and escalating concerns appropriately.
IT‑Enabled Risk Culture
The Group supports risk management
processes through appropriate IT
systems, reinforcing consistency, data
integrity and visibility across the
organisation.
Accountability for Non‑Compliance Breaches of risk policies or failures in
risk management may result in
accountability measures under labour
and internal regulations, reinforcing
discipline and seriousness in risk
culture.
Continuous Improvement The Group emphasises ongoing
enhancements to risk processes,
systems and policies. Regular reviews,
environmental assessments and policy
updates support a culture of learning
and refinement.
Risk Governance and Management
The Group’s risk culture is implemented in a top‑down manner,
beginning with the Company’s Board of Directors, which maintains
an overall view of the Group’s risks, sets the tone for responsible
risk‑taking, and provides strategic oversight in accordance with the
Board‑approved governance policies, including the Risk Committee
Terms of Reference. The Risk Committee makes recommendations to
the Board and oversees the assignment of ICFG Management to
ensure effective implementation. The SIBJ Chief Risk Officer reports
SIBJ CEO and Company’s Risk Committee and acts in accordance with
its instructions and recommendations. Working in close coordination
with ICFG Management, the SIBJ Chief Risk Officer supports SIBJ in its
role as the Group’s operational headquarters and central hub for
company-wide and operational risk governance.
SIBJ operates under an established Risk Management Policy and Risk
Management Procedures, through which it manages operational-
level risks across all subsidiaries. This framework ensures that
appropriate internal controls, monitoring mechanisms, and risk
management practices are effectively and consistently implemented
throughout the Group.
This structure ensures consistent risk standards, robust control
environments, and alignment with Group wide objectives, while
enabling subsidiaries to manage operational level risks and maintain
effective day to day controls within the defined framework.
The group's risk management and control system is developed taking
into account the principles of Basel III and COSO ERM Frameworks.
RISK MANAGEMENT: Key risk themes
Board of Directors, Senior Management
• Review and approve risk management
framework
• Ensure necessary support on rolling out of
risk management framework
• Promote a risk-focused culture across
organization
• Sets risk appetite statement and code of
conduct value
Risk Universe
• Regulatory risk
• Credit risk
• Market risk
• Operational risk
• Financial risk
• Information security
risk
• Conduct risk
• AML/CTF risk
• Reputational risk
• Strategic risk
• ESG risk
Risk Appetite
• Maintain and actively manage risk level in
a measured manner in line with
organization's risk appetite
3 Lines of Defense
• Business Functions
• Risk Management
• Internal Audit
Reporting
Risk Culture
First Line of Defence (Operational Management)
This includes the frontline employees, managers, and business
units directly involved in executing business processes and
managing risks on a day-to-day basis. The first line is
responsible for identifying, assessing, and managing risks
inherent in their operational activities. They are accountable for
implementing effective controls to mitigate risks and achieve
business objectives while adhering to policies and procedures.
Second Line of Defence (Risk Management and Compliance)
The second line of defence consists of specialized risk
management, compliance, and control functions that provide
independent oversight and support to the first line. This includes
risk management professionals and specialized teams
responsible for monitoring and assessing risks across the
organization. The second line establishes risk management
frameworks, policies, and procedures, and provides guidance on
risk identification, measurement, monitoring, and mitigation
strategies.
Third Line of Defence (Internal Audit)
The third line of defence comprises the internal audit function,
which provides independent assurance and evaluation of the
effectiveness of the organization's governance, risk
management, and internal control processes. Internal auditors
objectively review and assess the adequacy and reliability of risk
management practices, internal controls, and compliance with
policies, regulations, and industry standards. They report their
findings and recommendations to senior management and the
board of directors to facilitate continuous improvement and
ensure accountability.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
35
Overview Chairman’s Statement Strategic Report Risk Management Sustainability Report Governance Consolidated Financial Statements Additional Information
Risk Culture Element Description
Risk Management: 3 Lines of Defense
BOARD OF DIRECTORS /AUDIT COMMITTEE/
SENIOR MANAGEMENT TEAM
(Oversees the 1st and 2nd Lines of defense)
1st LINE
Departments and Units
Ownership, responsibility and accountability for
directly assessing, controlling and mitigating risk
within their sight of control.
Risk Ownership
2nd LINE
Legal and Risk Management Department
Sets the risk management framework, policies
and procedures, challenges risk appetite and
limits, and monitors risk exposure. On-going
monitoring of the design and operation of
controls in the first line of defense, as well as
providing advice and guidance.
Risk Oversight
3rd LINE:
Internal Audit Department
Provides an independent risk-based approach
assurance. This covers how effectively the
organization assesses and manages its risk and
includes assurance on the effectiveness of the
two lines of defense.
Risk Assurance
Risk Control System Structure
1. PROCESS
1. Strategy
2. Lending
3. Brokerage and
Underwriting
4. Property
Management
5. IT and
Information
Security
6. Operations and
ESG
7. Finance
8. HR
9. Marketing &
Sales
10. Compliance &
Legal
2. RISK
(Identification and
assessment)
1. Strategical risks
2. Main Operations Risks
3. Financing Risks
4. Support Activity Risks
5. Compliance Risks
3. CONTROL
(Risk Mitigation)
1. Control
Environment
2. Risk Assessment
3. Control Activity
4. Information and
Communication
5. Monitoring
4. MONITORING &
REPORTING
(Risk Mitigation)
1. Internal Audit
2. External Audit
3. ISO Audit
4. Group Risk team
review
5. Reports
1. Policy
2. Procedure
3. Guidelines
4. Process Flow Chart
5. Training
1. IA Report
2. Financial
Statement Report
3. ISO Audit Report
4. Risk Reports
1. RCSA / Process Flow
Chart
2. BP / Business
Continuity Plan
3. Project Closure
Report (bolded in
image)
4. RACM
5. Stress Testing
1. Risk Incident List
2. Compliance List
(Regulatory and
Legal
Requirements)
3. Fraud
Investigations -
Fraud List
4. List of letters and
inspections of
regulatory
authorities
5. Insurance List
6. Issue list
7. List of Internal
Audit Findings w/
Corrective Actions
8. List of External
Audit Findings w/
Corrective Actions
CONTINUOUS
IMPROVEMENT
Implementation of risk management framework
The Group applies risk management through tailored policies and
procedures in its business and subject to respective regulation from
the authorities.
For its core business of lending, stringent risk management for
lending operation is followed. For InvesCore NBFI following rules and
procedures are in implementation that is approved in line with the
respective laws.
Loan operation Regulatory procedures
Loan origination
and underwriting
• Credit Risk Management Procedure
• AML Internal Control Program
• Lending Procedure
• General Terms of Products And Services
• Collateral Valuation Procedure
• Environmental and Social Risk Management Procedure
Loan approval • Lending Procedure
• Credit Approval Authorities Matrix
Loan monitoring,
repayment,
restructuring and
write-offs
• Lending Procedure
• Guidelines for Pre-transaction Monitoring of Disbursement
• Risky & Overdue Loan Procedure
• Special Assets Procedure
• Credit Approval Authorities Matrix
• Assets Classification, Provisioning and Write-off Procedure
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Government Systems
& Data Bases
Departments and Units
National
Government Service
Eco-system
National Information
Exchange,
Identification System
ТӨРИЙН МЭДЭЭЛЭЛ
СОЛИЛЦООНЫ СИСТЕМ
National Credit Bureau
Information System
ICFG Core Technologies
Departments and Units
Fully automated KYC
AI Based Credit Score
Smart Loan
Origination System
ML Data analysis
Origination Underwriting Disbursement
• Fill in questionnaire
• Loan application
• Document submission
• KYC/AML
• Assessing 5Cs
• Credit history
• Document verification
• Automated credit scoring
• Collateral appraisal
• Loan proposal
• Loan proposal approval
• Disbursement
• Post-disbursement monitoring
The Group’s lending activities follow a structured loan origination
lifecycle encompassing origination, underwriting, and disbursement,
all of which are managed through the Group’s internally developed
Smart‑LOS (Loan Origination System).
During the origination stage for InvesCore NBFI, prospective
borrowers complete a standardised questionnaire and submit a loan
application together with the required supporting documentation.
Customer identification and onboarding procedures, including
Know‑Your‑Customer (KYC) and Anti‑Money Laundering (AML) checks,
are conducted as part of this process. Smart‑LOS is integrated with
the Mongolian government’s ‘e‑Mongolia’ platform, a national
electronic identity and verification system that enables access to
verified personal data for Mongolian citizens, thereby supporting
efficient customer identification and data validation. In addition,
Smart‑LOS is connected to the ‘DAN’ system, through which between
19 to 22 categories of borrower information are retrieved and
analysed, significantly reducing the risks associated with false or
inaccurate information.
Following origination, loan applications proceed to the underwriting
stage, during which creditworthiness is assessed using a combination
of qualitative and quantitative criteria. This includes evaluation of the
borrower’s credit profile based on the ‘5Cs’ credit framework—
Character, Conditions, Capital, Capacity, and Collateral—together with
automated retrieval of credit history from a private credit bureau,
verification of submitted documentation, automated bank statement
analysis for income assessment and identification of suspicious
transactions, AI‑driven credit scoring within Smart‑LOS, and collateral
appraisal where applicable. The AI‑based credit scoring functionality
within Smart‑LOS generates key credit metrics, including estimated
monthly instalments, maximum eligible loan amount, loan eligibility
status, current debt‑to‑income ratio, and projected debt‑to‑income
ratio post‑loan approval.
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Based on the 5Cs assessment, credit scoring outputs, and any
additional verifications required, a formal loan proposal is prepared
in accordance with the Group’s authority matrix. Smart‑LOS then
automatically routes the loan approval request to the assigned
approval authority. The Credit Risk Department conducts an
additional independent review, taking into consideration factors such
as loan size, industry exposure, and collateral structure, where
applicable.
Upon approval, the process advances to the disbursement stage,
during which funds are released to the borrower. The loan
subsequently becomes subject to ongoing post‑disbursement
monitoring to ensure timely repayment and compliance with loan
terms. Smart‑LOS performs regular reviews of loan repayment
behaviour, issues automated warning notifications to loan officers as
required, and monitors the borrower’s financial standing throughout
the life of the loan.
Access to Smart‑LOS is strictly restricted to authorised personnel,
including loan officers, designated approval authorities, and credit
monitoring managers. User access rights are governed by a formal
user access matrix, which is regularly reviewed and updated to
maintain information security. Through Smart‑LOS, the Group has
achieved approximately 80% automation of the loan disbursement
process, reducing human‑related operational risks, enabling faster
and more seamless loan disbursement, enhancing customer focus for
loan officers, strengthening credit supervision, and contributing to a
reduction in overall loan default risk.
Pocket NBFI applies a risk management framework broadly aligned
with the Group’s lending methodology, with key adaptations
reflecting its fully digital operating model. While the overall process
follows a similar structured approach to loan origination and
underwriting, Pocket NBFI does not require collateral and places
greater emphasis on data‑driven credit scoring and digital verification
to manage credit risk effectively.
Pocket NBFI employs a stringent customer onboarding, KYC, and
credit assessment framework designed to minimise credit risk and
maintain a controlled level of non‑performing loans. Customer
onboarding is conducted entirely through the Pocket mobile
application and comprises sequential digital verification and
screening stages. Following registration, customer identity is verified
through integration with the Mongolian government’s ‘e‑Mongolia’
state database, ensuring reliable and efficient identification.
Applicants then undergo initial screening checks, including
confirmation that they are not included on the Company’s internal
black or grey lists, verification that there are no overdue obligations
recorded with the Credit Information Bureau, and validation of stable
income through the Social Insurance Database.
Subsequently, Pocket NBFI applies a data‑driven credit scoring
process, utilising information obtained from government databases
and the Credit Information Bureau to assess affordability and
creditworthiness. Given the unsecured and fully digital nature of
Pocket NBFI’s loan products, credit scoring represents the primary
underwriting tool, supported by automated eligibility checks and
defined approval thresholds. Applicants who meet the minimum
credit score requirements proceed to execute the loan agreement,
either digitally or, where required, in person at a branch.
Compared to other digital non‑bank financial institutions in Mongolia,
Pocket NBFI applies a more conservative approach to income
verification. Specifically, the platform requires a minimum of six
months of verified Social Insurance payment history, compared with
the market norm of three months. This enhanced requirement
enables Pocket NBFI to onboard a more stable customer base,
strengthen its credit profile, and reduce default risk, thereby
supporting sustainable portfolio growth within its digital lending
operations.
Principal risks and other risks
The following summarises the principal risks that, individually or in
combination with other events or circumstances, the Directors
consider could have a material adverse effect on the Group’s
business, financial condition, results of operations, and future
prospects. In assessing these risks, the Group has considered, among
other factors, the likelihood of each risk crystallising, the potential
magnitude of its impact on the Group’s operations and financial
position, and the management attention that would be required
should such risks materialise.
Principal Risks Risk management and
mitigation
Macroeconomic Conditions Risk:
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 households and businesses limit
spending, borrowing, and investment
activity. Inflationary pressures may also
increase 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 compress margins. If such
conditions persist or deteriorate, they
could materially and adversely affect
the Group’s revenues, profitability,
liquidity, and overall financial
performance.
The success of the Group’s business
depends in part on its ability to identify
and respond to evolving macro-
economic and sector trends in
demographics and client preferences.
Failure to identify or effectively
respond to changing requirements and
preferences of its client base could
adversely affect ICFG Group’s business.
The Group monitors macroeconomic
conditions closely and maintains a
disciplined approach to financial and
operational management to mitigate
the potential impact of adverse
economic and market conditions.
Diversification of products, services
and geographic exposure helps reduce
reliance on any single market or
customer segment, supporting
revenue resilience during periods of
economic uncertainty.
Cost management remains a key focus,
with ongoing review of operating
expenses, staffing levels, and
discretionary spending to manage
inflationary pressures and preserve
margins. The Group maintains prudent
pricing, credit, and underwriting
policies to reflect changing economic
conditions, while ensuring that
products remain competitive and
aligned with customer risk profiles.
Funding and liquidity are actively
managed, with a focus on maintaining
adequate capital resources, managing
funding costs, and preserving balance
sheet flexibility in a higher interest rate
environment. Regular financial
forecasting and stress testing are
undertaken to assess the Group’s
resilience under different economic
scenarios and to inform timely
management actions where required.
ICFG LIMITED
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Overview Chairman’s Statement Strategic Report Risk Management Sustainability Report Governance Consolidated Financial Statements Additional Information
Principal Risks Risk management and
mitigation
Strong governance and risk oversight
are embedded at Board and
management level, enabling early
identification of emerging
macroeconomic risks and coordinated
responses across the Group. Through
these measures, the Group seeks to
mitigate the impact of prolonged
economic weakness, inflation, and
elevated interest rates on its revenues,
profitability and long‑term financial
performance.
Credit and Counterparty Risk:
The Group, particularly through
InvesCore NBFI, is exposed to
counterparty credit risk arising from
the potential failure of borrowers or
counterparties to meet their financial
obligations. Significant defaults could
adversely affect the Group’s earnings,
capital position, and ability to achieve
its strategic objectives. This exposure is
further subject to regulatory
constraints, including limits imposed by
relevant authorities on single‑borrower
exposure relative to equity for
microfinance institutions, which may
restrict portfolio concentration and
growth if not managed effectively.
The Group manages credit risk through
a comprehensive and conservative risk
management framework aligned with
the requirements of the Financial
Regulatory Commission and other
relevant regulatory authorities
governing microfinance and non‑bank
financial institutions. The Group
adheres to prescribed regulatory
ratios, including loan concentration
limits and debt‑to‑income thresholds,
and in practice often applies more
stringent internal standards than those
required by the regulators to
strengthen portfolio quality and
resilience.
A dedicated Credit Risk Department is
responsible for the assessment,
monitoring, and management of credit
exposures across the business. In view
of increased NPLs of InvesCore NBFI
and across the NBFI sector, InvesCore
NBFI has established a specialised
Asset Quality Department, whose
primary mandate is to reduce NPLs,
actively manage foreclosed properties
and assets held for sale, and provide
ongoing support to branch operations
and the Credit Risk function. This
structure enables closer monitoring of
asset performance and more effective
recovery and remediation actions.
To enhance efficiency and strengthen
oversight, the Group is in the process
of further integrating its credit risk–
related functions, enabling improved
coordination between origination,
monitoring, and asset quality
management. Credit risk policies and
procedures are tailored to the Group’s
business model and are implemented
in compliance with applicable laws and
regulatory requirements across all
jurisdictions of operation.
For its core lending activities, the
Group applies stringent underwriting
standards, approval processes, and
portfolio monitoring controls,
supported by policies and procedures
approved in accordance with relevant
legislation. These frameworks are
reviewed and updated regularly to
reflect changes in regulatory
expectations, market conditions, and
risk appetite.
In parallel, the Group continues to
invest in and enhance its use of
technology, including artificial
intelligence–driven tools for credit
assessment, KYC, and fraud detection.
These technological initiatives are
designed to improve credit
decision‑making, strengthen early
warning capabilities, reduce fraud risk,
and support sustainable growth while
maintaining prudent risk discipline.
Principal Risks Risk management and mitigation
Funding Covenant
Compliance Risk:
The Group and its
microfinance businesses
are subject to
international and
domestic financing
agreements as part of
their funding strategy.
Under these agreements,
the Group has borrowing
arrangements with
several international
development banks and
impact investment funds.
The Group and its
subsidiaries are required
to comply with specified
financial and non‑financial
covenants, including the
maintenance of certain
financial ratios and
performance thresholds.
A failure to comply with
these covenants may
result in events of default,
accelerated repayment
obligations, and, in some
cases, the triggering of
cross‑default provisions
with other lenders.
Following recent covenant breach events, the Group
is treating covenant compliance risk with
heightened importance.
The majority of the Group’s lenders are international
impact investment funds whose mandates include
lending to underserved and higher risk segments,
such as micro enterprises and women
entrepreneurs in emerging markets. Due to the
high-risk nature of the segment, there can be
temporary covenant breaches—particularly those
related to NPL metrics— which may arise especially
during periods of economic stress.
The Company and/or its subsidiaries provide lenders
with regular financial and operational reporting and
proactively notify them of any covenant breaches or
potential breaches. An open and transparent
dialogue is maintained with lenders to address
issues as they arise. Where appropriate, the
Company aims to seek covenant waivers in advance
to mitigate the risk of default.
Covenant compliance risk oversight has been
strengthened at the governance level. This matter
has been formally escalated to the Group’s Audit
Committee, which now receives regular reporting on
covenant compliance, liquidity position, and related
mitigation actions. The Board also conducts reviews
and challenges of financial projections and the
underlying assumptions used in covenant
modelling.
InvesCore NBFI has further strengthened its
governance framework through the establishment
of a dedicated International Department
responsible for managing relationships with
international lenders. This function oversees
covenant monitoring, waiver discussions, and
ongoing lender communications.
Additional mitigation measures include:
• enhanced senior‑level engagement with lenders,
including the involvement of the NBFI CEO and
Head of FP&A on an ongoing basis, and ICFG
senior management where appropriate;
• formalisation of communication protocols with
lenders, including greater reliance on written
correspondence and structured tracking of
waiver requests and responses;
• continued proactive engagement with all
relevant lenders, including notification of
covenant breaches, confirmation that no lender
has exercised acceleration or enforcement rights
to date, and ongoing servicing of all principal
and interest obligations as they fall due; and
• active management of cross‑default risk through
prioritised engagement with affected lenders
and consideration of mitigating actions,
including prepayment strategies where
appropriate.
Interest risk
The Group defines interest
rate risk as the potential
for financial loss arising
from adverse movements
in interest rates and their
implied volatility. This risk
arises primarily from the
Group’s lending, funding,
and investment activities,
where differences in the
repricing characteristics of
assets, liabilities, and
off‑balance sheet
exposures may affect
financial performance.
Changes in interest rates
have a short‑term impact
on the Group’s net interest
income, as variations in
lending rates, funding
The Group manages interest rate risk within a
structured risk management framework aligned
with its overall risk appetite. The operational
subsidiaries’ risk functions periodically monitors the
interest rate position and assesses compliance with
approved risk appetite limits. This monitoring
includes analysis of interest rate sensitivity,
repricing gaps, and exposure to rate volatility across
different time horizons.
Senior management reviews interest rate risk
assessments as part of regular financial and risk
reporting, ensuring that emerging risks are
identified and addressed in a timely manner. Where
appropriate, findings are escalated to the Board or
relevant committees for oversight and strategic
decision‑making.
The Group mitigates interest rate risk through a
combination of pricing discipline, portfolio
management, and funding strategies, including:
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Principal Risks Risk management and mitigation
costs, and fee structures
influence profitability.
Over the longer term,
interest rate movements
also affect the Group’s net
worth, as the economic
value of assets, liabilities,
and commitments may
fluctuate in response to
changes in market interest
rates. Regulatory limits on
interest rates may
constrain repricing
flexibility.
• Aligning the repricing profiles of assets and
liabilities where feasible to reduce mismatch risk;
• Regularly reviewing lending and deposit pricing
in response to market interest rate movements;
• Diversifying funding sources and tenors to
reduce sensitivity to sudden changes in
borrowing costs;
• Incorporating interest rate assumptions into
budgeting, forecasting, and capital planning
processes.
The Group also applies scenario analysis and
sensitivity testing to assess the potential impact of
interest rate shocks on earnings and capital over
different time horizons.
The Group operates across jurisdictions subject to
government and regulatory controls on interest
rates, including maximum lending rates, caps on
fees, or prescribed pricing methodologies applicable
to certain financial products. Such regulations may
limit the Group’s ability to fully reprice loans or
funding instruments in response to market interest
rate changes, potentially constraining margins
during periods of rising rates.
To manage these constraints, the Group:
• Monitors regulatory developments and
proposed changes to interest rate controls in
relevant markets;
• Ensures compliance with all applicable laws and
regulations governing interest rates and
consumer protection;
• Adjusts product structures, cost management
strategies, and portfolio composition to preserve
profitability within regulated pricing boundaries.
Other Risks Risk management and mitigation
Legal, Regulatory and Compliance Risk
Legal and Regulatory
Risk:
Operating in multiple
jurisdictions with varying
legal and regulatory
requirements increases
the likelihood of disputes
and litigation. Compliance
with diverse and evolving
regulations in multiple
jurisdictions can be
challenging. Non-
compliance could lead to
sanctions, impacting client
retention and reputation.
ICFG Group actively mitigates legal and compliance
risks through the coordinated efforts of its Legal,
Risk and Compliance functions. These teams
undertake ongoing legal assessments, monitor
regulatory developments, and review operational
activities to ensure alignment with applicable laws
and standards. Timely recommendations are
provided to management to address any identified
gaps or instances of non‑compliance. The Group
further reinforces adherence to Anti‑Money
Laundering (AML) and Countering the Financing of
Terrorism (CFT) requirements through robust
internal policies, procedures and mandatory
periodic training for all staff. Collectively, these
measures support a strong compliance culture and
help safeguard the Group’s operations, financial
position and reputation.
While the Group’s policies, procedures and controls
are designed to align with applicable regulatory
requirements and best practice, there can be no
assurance that full compliance will be achieved at all
times. As a result, the Group may be subject to
regulatory reviews, investigations or enforcement
actions, which could have adverse financial,
operational or reputational consequences.
Regulatory change remains a key driver of the
Group’s operating environment and may increase
barriers to entry, alter competitive dynamics, or
result in higher compliance and operating costs.
Where appropriate and commercially feasible, the
Group may seek to mitigate the financial impact of
such changes through pricing or structural
adjustments.
The Group maintains professional indemnity
insurance at the ICFG Limited (TopCo) level and,
where appropriate, at subsidiary level, as the Group
determines and as required under applicable local
laws and regulatory standards, to mitigate potential
Other Risks Risk management and mitigation
financial exposure arising from disputes, legal
proceedings, or claims against the ICFG Group,
including associated costs, fines, penalties and
expenses. Where required, the ICFG Group engages
appropriately qualified local legal advisers to
provide jurisdiction‑specific guidance and to
manage legal proceedings effectively.
The Group has established comprehensive policies
and procedures to identify, manage and mitigate
client, transactional, operational and internal risks
across the business. These controls include defined
procedures governing the transfer of client assets,
supported by key internal control tools that ensure
all business decisions are properly documented,
reviewed and approved at the appropriate level of
authority.
Authorisation controls are embedded within these
procedures, with only senior employees permitted
to approve the transfer of funds or assets, thereby
reducing the risk of error, misconduct or
unauthorised activity. In addition, the Group
implements measures to verify the probity and
integrity of all staff upon joining the business, which
are designed to mitigate conduct and operational
risks from the outset.
To further protect the business against potential
financial exposure, the Group maintains
professional indemnity insurance at the ICFG
Limited level and, where appropriate, at subsidiary
level, as determined by the Group and in accordance
with applicable local laws and regulatory
requirements. This insurance coverage is intended
to mitigate risks arising from disputes, legal
proceedings or claims against the ICFG Group,
including associated costs, fines, penalties and
expenses.
Fiduciary Risk:
The Group, acting as
directors and AML officers
to fund clients, is subject
to significant fiduciary and
legal obligations. Any
breach of these duties
could result in claims,
regulatory sanctions, or a
material adverse impact
on the Group’s business
and reputation.
The Group has established comprehensive policies
and procedures to identify, manage and mitigate
client, transactional, operational and internal risks
across the business. These controls include defined
procedures governing the transfer of client assets,
supported by key internal control tools that ensure
all business decisions are properly documented,
reviewed and approved at the appropriate level of
authority.
Authorisation controls are embedded within these
procedures, with only senior employees permitted
to approve the transfer of funds or assets, thereby
reducing the risk of error, misconduct or
unauthorised activity. In addition, the Group
implements measures to verify the probity and
integrity of all staff upon joining the business, which
are designed to mitigate conduct and operational
risks from the outset.
To further protect the business against potential
financial exposure, the Group maintains
professional indemnity insurance at the ICFG
Limited level and, where appropriate, at subsidiary
level, as determined by the Group and in accordance
with applicable local laws and regulatory
requirements. This insurance coverage is intended
to mitigate risks arising from disputes, legal
proceedings or claims against the ICFG Group,
including associated costs, fines, penalties and
expenses.
Intellectual Property
Right Risk:
The ICFG Group’s
intellectual property (‘IP’)
rights may be contested,
circumvented, or found to
be unenforceable or
invalid in one or more of
ICFG Group adopts a structured and proactive
approach to the protection and management of its
intellectual property across all jurisdictions in which
it operates. Key trademarks have been formally
registered to secure brand protection in the Group’s
core markets, including the registration of the
‘InvesCore’ trademark in Mongolia, Japan,
Kyrgyzstan and Kazakhstan, ‘ICFG’ in Singapore, and
‘Pocket’ in Mongolia and Kyrgyzstan.
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FINANCIAL STATEMENTS 2025
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ICFG LIMITED
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Other Risks Risk management and mitigation
In addition, the Group manages financial risks related to
growth and acquisitions through prudent capital
management, liquidity planning, and scenario analysis,
ensuring that expansion does not place undue strain on
cash flows or financial resources. Lessons learned from
previous growth initiatives are incorporated into future
planning to continuously improve execution capabilities.
Through these measures, the Group seeks to pursue
sustainable growth opportunities while limiting the
potential adverse impacts of execution challenges,
integration failures, or resource constraints on its
financial condition and operational performance.
Competitive
Pressures Risk:
The Group operates in
competitive markets
across its business
segments, including
micro-lending and
neo‑banking services,
investment banking,
property management,
and IT development.
Competitors may
benefit from greater
scale, pricing flexibility,
stronger brands, or
more advanced or
innovative technologies.
In addition, industry
consolidation through
mergers and
acquisitions could
further intensify
competitive pressures.
An inability to respond
effectively to these
dynamics or to align
products and services
with evolving customer
needs could materially
adversely affect the
Group’s market share,
growth trajectory,
financial condition, and
future prospects.
The Group actively manages competitive pressures
through a combination of strategic planning, ongoing
market analysis, innovation, and operational discipline.
To mitigate competitive risks, the Group focuses on
product differentiation and customer‑centric innovation,
ensuring that offerings remain aligned with evolving
market needs and technological developments.
Continuous investment in R&D, data analytics, and
process automation enhances service efficiency,
scalability, and responsiveness, supporting the Group’s
ability to compete effectively against larger or more
technologically advanced players.
The Group also leverages pricing discipline and portfolio
diversification to maintain competitiveness while
protecting margins. Product and pricing strategies are
reviewed regularly to balance growth objectives with
risk‑adjusted returns. In parallel, brand development
initiatives and relationship‑based customer engagement
aim to strengthen customer loyalty and reduce sensitivity
to competitive pricing pressure.
Strategic partnerships, selective investments, and
technology development are used to complement internal
capabilities and accelerate innovation where appropriate.
Management also monitors merger and acquisition
activity within the industry to assess potential impacts
and identify strategic opportunities arising from market
consolidation.
Governance oversight is provided through regular
reporting to senior management and the Board, ensuring
that competitive risks are incorporated into strategic
decision‑making and capital allocation. Through these
measures, the Group seeks to maintain market relevance,
protect its competitive position, and support sustainable
long‑term growth despite an increasingly competitive
operating environment.
Reputation Risk:
Maintaining, protecting
and enhancing the ICFG
Group’s reputation and
brand is critical to the
continued growth of its
customer base, the
development of
relationships with
capital providers, and
sustained customer
engagement with the
Group’s products and
services. Any negative
publicity relating to the
Group, whether
substantiated or
unfounded, could
adversely affect
stakeholder confidence,
customer trust, and the
use of the Group’s
products and services,
and may have a
material impact on the
Group’s business and
long‑term prospects.
The Group operates a stringent escalation and
governance framework for the identification, monitoring
and management of reputational risk. Oversight
responsibility for reputational matters rests with the ICFG
Limited Board and the Risk Committee, ensuring
appropriate scrutiny at the highest level. At subsidiary
level, including SIBJ, reputational risk is managed as part
of the broader operational risk framework, with
employees receiving regular training on risk mitigation,
internal controls, and compliance policies and
procedures.
The Group is supported by an experienced financial
adviser and legal counsels and, where required, engages
suitably qualified local legal advisers to provide
jurisdiction‑specific guidance. A strong governance
structure is maintained to monitor emerging risks,
regulatory developments and legal matters. Where legacy
issues attract public or legal attention, the Board ensures
that an appropriate and timely management response is
implemented and are addressed transparently through
legal, compliance and communications processes. In
addition, the Group prioritises proactive and transparent
communication with clients, the maintenance of robust
internal controls, and effective oversight mechanisms to
safeguard its reputation and support long‑term
sustainability.
Other Risks Risk management and mitigation
the jurisdictions in which it
operates. Differences in
local laws, regulatory
environments,
enforcement practices,
and judicial interpretation
may limit the Group’s
ability to adequately
protect its IP rights.
ICFG Group adopts a structured and proactive
approach to the protection and management of its
intellectual property across all jurisdictions in which
it operates. Key trademarks have been formally
registered to secure brand protection in the Group’s
core markets, including the registration of the
‘InvesCore’ trademark in Mongolia, Japan,
Kyrgyzstan and Kazakhstan, ‘ICFG’ in Singapore, and
‘Pocket’ in Mongolia and Kyrgyzstan.
As part of its expansion strategy, the Group intends
to obtain trademark protection in additional
jurisdictions where it operates or plans to enter, and
engages experienced legal and intellectual property
advisers, including local counsel where appropriate,
to support trademark registration, enforcement and
infringement prevention. The Group adheres to
applicable international conventions as well as
domestic intellectual property laws and regulatory
requirements to safeguard its trademarks and
proprietary rights against infringement, misuse or
dilution.
Robust contractual safeguards, including
confidentiality, non‑disclosure and intellectual
property ownership provisions, are embedded
within employment, consultancy and third‑party
agreements. Internally, the Group maintains access
controls, information security measures and defined
governance processes to protect proprietary
technology, systems, data and know‑how.
In addition, the Group promotes open and
transparent communication across the organisation
to ensure employees understand their intellectual
property obligations and the importance of
protecting confidential information. Clear escalation
and reporting channels are in place to enable the
timely identification and management of potential
intellectual property issues. Through these
combined legal, operational and governance
measures, the Group seeks to minimise intellectual
property risks, protect its brand and competitive
position, and support sustainable growth.
Strategic and Business Risk
Growth and Acquisition
Risks:
Managing growth involves
investment in resources
and technology.
Inadequate management
of growth or unsuccessful
integrations from
acquisitions could
negatively affect financial
conditions and operations.
The Group manages growth‑related and acquisition
risks through a disciplined, phased approach to
expansion that emphasises governance, integration
planning, and financial prudence. Growth initiatives
—including organic expansion and potential
acquisitions—are subject to strategic review, risk
assessment, and approval by senior management
and, where appropriate, the Board.
To mitigate the risks associated with rapid growth,
the Group prioritises scalable operating models,
investment in core technology infrastructure, and
workforce planning to ensure that systems,
controls, and human resources can support
increased business volumes without compromising
operational stability or service quality. Growth
investments are aligned with clearly defined
strategic objectives and are monitored against
performance indicators and budgetary controls.
Recognising its limited experience in acquisitions,
the Group adopts a conservative and selective
acquisition strategy. Potential transactions are
subject to enhanced due diligence covering financial
performance, regulatory compliance, operational
compatibility, technology systems, cultural
alignment, and integration complexity. External
advisers may be engaged to support valuation,
legal, and integration planning where required.
Where acquisitions are pursued, the Group
implements structured post‑acquisition integration
plans, including defined governance arrangements,
integration timelines, accountability frameworks,
and performance monitoring. Integration progress
is reviewed regularly by senior management to
identify and address operational, cultural, or
systems‑related issues at an early stage.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Risk Management Sustainability Report Governance Consolidated Financial Statements Additional Information
Other Risks Risk management and mitigation
Dependency on Key
Personnel Risk:
The Group’s performance
and ability to execute its
strategy depend
significantly on the
continued contribution and
expertise of its senior
management and other
highly skilled employees, in
particular its management
team, IT developers, and
loan officers. The Group
may be exposed to risks
arising from an inability to
attract, retain, and develop
suitably qualified personnel
to support its operations
and future growth.
The loss of senior
managers or other key
employees could materially
delay or hinder the
achievement of the
Enlarged Group’s strategic
objectives. In addition, the
departure of key
individuals may result in
the loss of critical business,
operational, and
system‑related knowledge,
potentially creating
material knowledge gaps
and negatively impacting
operational efficiency,
service delivery, and risk
management.
ICFG Group recognises human capital as a critical
success factor underpinning its strategic
development and international growth ambitions.
The Group places strong emphasis on attracting
and retaining personnel who combine professional
expertise and technical competence with high
standards of business ethics, integrity, and a
positive, collaborative attitude, which are
considered integral to the effective functioning and
long‑term sustainability of the organisation.
Recruitment practices extend beyond formal
qualifications and experience to assess alignment
with the Group’s cultural values, ethical standards,
and professional conduct expectations. This
approach is designed to foster a resilient and
values‑driven workforce capable of supporting the
Group’s strategic objectives.
Following recruitment, the Group provides
comprehensive support to maximise employee
productivity and retention. This includes structured
career development and coaching, educational and
professional training opportunities, guidance in
addressing business challenges, and, where
appropriate, support in personal matters. These
initiatives are intended to enhance engagement,
performance, and long‑term commitment to the
Group.
The Group also offers competitive remuneration
and benefits packages aligned with market
practices, supporting its ability to attract and retain
high‑calibre talent. In addition, an employee stock
option scheme (ESOP) has been approved and
implemented for InvesCore NBFI’s key
management personnel with the intention to
implement more widely in future, covering the
period from 2025 to 2028, under a defined vesting
structure and granted free of consideration. The
ESOP is designed to promote long‑term retention
of key employees, incentivise performance, align
employee interests with those of shareholders, and
enhance the ability to attract new talent.
Financial Risk
Foreign Exchange Risk:
Volatility in foreign
exchange markets,
particularly movements
between the US dollar,
British pound, and the
Group’s operational
currencies, may adversely
affect the Group’s reported
financial results. As the
Group generates revenues
and incurs costs across
multiple jurisdictions,
fluctuations in exchange
rates may give rise to
mismatches between
income and cost bases,
impacting profitability and
cash flows. Although the
Group may employ
hedging strategies to
mitigate foreign exchange
exposure, such measures
may not fully offset
adverse movements,
which could materially
affect the Group’s
business, results of
operations, and prospects.
The Group actively manages foreign exchange risk
through prudent treasury and financial
management practices aimed at mitigating the
impact of currency volatility on earnings, cash flows,
and overall financial performance. Where
practicable, the Group seeks to align revenue and
cost bases within the same currencies to reduce
structural foreign exchange mismatches arising
from its multi‑jurisdictional operations, including its
activities in Mongolia, Kazakhstan, and Kyrgyzstan.
Foreign exchange exposures are monitored on a
regular basis, with management assessing the
potential impact of currency movements between
the US dollar, British pound, and the Group’s
operational currencies, including the Mongolian
Tugrik, Kazakhstani Tenge, and Kyrgyzstani Som. To
mitigate these exposures, the Group works with the
Bank of Mongolia and other local banking partners
to implement appropriate currency hedging and risk
management solutions. In addition, the Group is
expanding its engagement with international
hedging institutions and counterparties to improve
the efficiency, depth, and effectiveness of its foreign
exchange risk mitigation strategies across all
operating markets.
The Group’s budgeting, forecasting, and financial
reporting processes incorporate foreign exchange
sensitivity analysis, enabling management to assess
potential adverse impacts under different currency
scenarios and to take timely mitigating actions.
Pricing, funding structures, and capital allocation
decisions—including those relating to the Group’s
growing operations in Kazakhstan and Kyrgyzstan—
are regularly reviewed to reflect prevailing exchange
rate conditions and to protect margins and liquidity.
Other Risks Risk management and mitigation
Oversight of foreign exchange risk is embedded
within the Group’s broader financial risk
management framework, with regular reporting to
senior management and, where appropriate,
Board‑level oversight. Through these measures, the
Group seeks to manage the effects of currency
volatility while maintaining operational flexibility
and supporting sustainable growth across its
international footprint.
Liquidity risk:
Liquidity risk refers to the
risk that the Group may be
unable to meet its
short‑term financial
obligations as they fall
due, without incurring
unacceptable losses or
damaging its financial
condition. This risk may
arise from mismatches
between cash inflows and
outflows, unexpected
funding withdrawals, or
limited access to external
funding sources under
stressed market
conditions.
The Group’s policy is
designed to ensure that it
maintains sufficient
liquidity at all times to
meet its liabilities
promptly and support
ongoing operations.
Liquidity risk management
is therefore a key
component of the Group’s
overall financial risk
framework.
The Group’s liquidity risk management policy is
designed to ensure that sufficient liquidity is
maintained at all times to meet liabilities promptly
and support ongoing operations. The Group actively
manages its cash position and liquidity buffers to
ensure resilience under both normal and adverse
conditions. To support this objective, the Group
maintains adequate cash reserves and benefits from
a diversified funding structure that provides
flexibility and reduces reliance on any single source
of funding. This approach enhances the Group’s
ability to respond to changes in market conditions
and meet its financial obligations in a timely
manner. Liquidity planning is embedded into the
Group’s financial management processes.
The annual budget is prepared based on a detailed
assessment of projected cash flow requirements,
expected funding needs, and anticipated liabilities.
In addition, the Group conducts monthly liquidity
risk assessments to monitor cash positions, funding
utilisation, and liquidity buffers against internal
limits and risk appetite. These assessments are
reported to the Board of Directors for review and
decision‑making on any necessary actions to
maintain financial stability.
Furthermore, the Group’s operating lending
companies are subject to liquidity ratio
requirements prescribed by the local regulatory
authority, the Financial Regulatory Commission.
These entities are required to maintain minimum
liquidity ratios in accordance with applicable
regulations, and compliance is monitored on an
ongoing basis. The Group ensures that all regulated
subsidiaries consistently maintain liquidity levels
above the required thresholds, providing an
additional layer of assurance over short‑term
solvency and regulatory compliance.
Through prudent liquidity management, regulatory
compliance, diversified funding sources, and regular
Board oversight, the Group seeks to ensure that it
can meet its obligations as they fall due and
maintain long‑term financial resilience.
Operational Risk
Operational Risk:
Within the operational risk
management framework
of the Group, operational
risk is defined as the risk
of loss resulting from
inadequate or failed
internal processes, human
error, system failures, or
external events. This
includes, but is not limited
to, risks arising from
process inefficiencies,
fraud, misconduct,
technology disruptions,
regulatory
non‑compliance,
third‑party service failures,
and external events that
may disrupt business
operations.
All employees are accountable for preventing
situations that could give rise to operational risk
incidents, for complying with internal policies and
procedures, and for promptly reporting any material
operational risk incidents or control weaknesses
identified in the course of their duties. The Group
promotes a strong risk awareness culture supported
by clear escalation channels, training programmes,
and defined accountability at all organisational
levels.
ICFG Group manages operational risk through a
governance structure based on the Three Lines of
Defence model, which ensures clear segregation of
duties and effective oversight. The Group’s
operational risk appetite statement is reviewed and
approved annually by the Board of Directors and
sets out the level of operational risk the Group is
willing to accept in pursuit of its strategic objectives.
Compliance with the approved risk appetite is
monitored on an ongoing basis.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Risk Management Sustainability Report Governance Consolidated Financial Statements Additional Information
Other Risks Risk management and mitigation
The Group recognises that
effective management of
operational risk is critical to
maintaining business
resilience, protecting
customers, and
safeguarding financial
performance and
reputation. Accordingly,
operational risk
management is embedded
across the organisation
and forms an integral part
of day‑to‑day business
activities.
Operational risk reporting is conducted monthly for
subsidiaries and quarterly for the Group level, with
reports submitted to the Risk Management
Committee, and quarterly summaries provided to
the Board Risk Management Committee. These
reports enable timely identification of emerging
risks, monitoring of incidents and trends, and
oversight of mitigation actions to ensure that
operational risks remain within acceptable levels.
Product or Service
Malfunction and/or
Deficiency Risk:
ICFG Group is exposed to
the risk that its products,
platforms, or services may
not function as intended
or may fail to meet
customer, operational, or
regulatory expectations.
Such deficiencies may
arise from system
outages, technology or
platform failures, data
integrity issues, errors in
credit assessment or
pricing models, process
breakdowns, inadequate
controls, human error, or
failures in regulatory or
compliance execution,
including AML and KYC
processes. Any
malfunction or deficiency
in service delivery could
result in financial loss to
customers or the Group,
regulatory scrutiny or
sanctions, customer
complaints, contractual
claims, and reputational
damage, potentially
impacting the Group’s
financial performance and
long‑term sustainability.
ICFG Group manages product and service
malfunction and deficiency risks within its
established operational risk framework, supported
by robust governance, internal controls, and quality
management processes. Risk management begins
during the design and development of financial
products and services, where structured
development procedures require comprehensive
risk assessments prior to launch, including
evaluation of operational, technology, regulatory,
and customer risks.
The Group maintains a stringent control
environment to ensure ongoing oversight of service
delivery, system performance, and compliance with
applicable laws and regulatory standards. Regular
risk monitoring and reporting enable the timely
identification, escalation, and documentation of
emerging issues, facilitating prompt remediation
and minimisation of potential adverse impacts.
A clearly defined customer complaint handling and
resolution framework supports the prompt
investigation and resolution of service issues, with
outcomes informing root‑cause analysis and
continuous improvement of systems, processes, and
controls. This ensures that service deficiencies are
addressed transparently and efficiently, while
reducing recurrence risk.
In addition, the Group’s ISO 9001 certification
demonstrates adherence to internationally
recognised quality management standards,
reinforcing disciplined operational processes,
continuous improvement, and consistent service
delivery. This certification supports the Group’s
commitment to reliability, regulatory compliance,
and customer confidence, thereby protecting its
reputation and supporting sustainable growth.
Business Disruption
Risk:
ICFG Group is exposed to
the risk of business
disruption arising from
events that impair its
ability to deliver critical
financial services on a
continuous basis.
Such disruptions may
result from technology or
system failures, cyber
incidents, data centre
outages,
telecommunications
interruptions, third party
service provider failures,
human error, natural
disasters, pandemics, or
other unforeseen
operational events. Given
the Group’s reliance on
digital platforms, core
lending and payment
systems, data integrity,
and real time customer
ICFG Group manages business disruption risk
through a comprehensive Business Continuity
Framework, underpinned by a Business Continuity
Plan (BCP) implemented across all operational
entities. The BCP is designed to enhance
organisational resilience and to ensure the timely
recovery of critical systems and services in the event
of operational disruptions.
The BCP establishes clearly defined risk tolerance
thresholds for business disruption, including
acceptable recovery time objectives, core system
uptime requirements, and minimum service
availability standards for critical infrastructure such
as internet connectivity and key technology
platforms. These thresholds support the continued
operation of essential financial services and
client‑facing functions during disruption events.
The framework sets out structured response
procedures for a range of disruption scenarios,
including technology outages, third‑party failures,
and external events, ensuring that roles,
responsibilities, escalation paths, and
communication protocols are clearly defined. This
enables management to respond effectively and
minimise service interruption, financial impact, and
customer detriment.
Other Risks Risk management and mitigation
access, any prolonged
disruption could affect
customer service,
regulatory compliance,
financial performance, and
market confidence, and
may result in reputational
damage or regulatory
scrutiny if essential services
are not maintained.
The Group conducts regular testing, reviews, and
updates of its Business Continuity Plan to ensure its
ongoing effectiveness, relevance, and alignment
with changes to the operating environment,
business model, and regulatory expectations.
Through the enforcement of rigorous standards for
system availability, service reliability, and recovery
readiness, ICFG Group reinforces the importance of
operational continuity and demonstrates its
commitment to maintaining stable and resilient
financial service operations.
Fraud risk:
Fraud risks may include
employee misconduct,
misappropriation of
assets, falsification of
records, cyber enabled
fraud, collusion with third
parties, or customer
related fraud. The Group
recognises that fraud risk
is inherent in financial
services activities and
therefore requires a
strong control
environment and a
proactive prevention
approach.
Fraud risk is managed through a comprehensive
Anti Fraud Policy and Whistleblowing Policy, which
together form the cornerstone of the Group’s fraud
risk management framework. These policies clearly
articulate the Group’s zero tolerance stance towards
fraud, define prohibited activities, outline reporting
channels, and establish responsibilities for
prevention, detection, investigation, and response.
The Anti Fraud Policy sets out preventive controls
designed to reduce opportunities for fraud,
including segregation of duties, defined approval
authorities, access controls, and transaction
monitoring. Employees are required to comply with
internal procedures and ethical standards, and
compliance is supported through training, internal
communications, and management oversight.
The Group cultivates a culture of vigilance and
accountability by ensuring that all employees
understand their role in identifying and reporting
suspicious behaviour or potential fraud indicators.
Staff are encouraged to report concerns promptly
without fear of retaliation, supported by confidential
whistleblowing channels that allow for anonymous
reporting where permitted by law.
Reported fraud incidents or suspicions are assessed
and investigated in accordance with established
procedures to ensure timely, independent, and
consistent treatment. Material fraud risks or
confirmed incidents are escalated to senior
management and, where appropriate, to the Board
or relevant committees. Remedial actions are
implemented to address control weaknesses and
reduce the likelihood of recurrence.
Fraud risk management is integrated into the
Group’s broader risk management framework and is
subject to oversight by the Risk Management
function and Internal Audit. Periodic reviews, control
assessments, and audits help evaluate the
effectiveness of anti fraud controls and identify
areas for enhancement.
Through strong policy foundations, clear
accountability, employee awareness, and
independent oversight, the Group seeks to minimise
fraud risk, protect stakeholders, and uphold the
integrity and trustworthiness of its operations.
To strengthen employees’ knowledge and skills and
to mitigate the risks associated with money
laundering and financial crimes, the operating
subsidiaries regularly organises training sessions
and awareness programs during the reporting
period, enabling employees to continuously
enhance and reinforce their knowledge.
InvesCore NBFI has established and implemented a
Whistleblowing Policy to prevent, detect, and report
any violations of the Company’s business ethics,
employee code of conduct, and related internal
policies and procedures. This mechanism aims to
mitigate potential risks to the organization, its
clients, and employees.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Risk Management Sustainability Report Governance Consolidated Financial Statements Additional Information
Other Risks Risk management and mitigation
The Company ensures that reports of ethical
misconduct are reviewed and resolved through an
independent process, while maintaining strict
confidentiality and protecting whistleblowers from
retaliation.
In addition, the Executive Management has
established an Ethics Committee responsible for
reviewing and addressing complaints and feedback
related to employee conduct and ethical matters.
Technology & Cyber Risk
System vulnerability
and cyber security risk:
Reliance on IT systems and
networks exposes Group
to operational risks.
Security or data breaches
could lead to data loss,
reputational damage, and
financial consequences.
These risks are mitigated through a comprehensive
business continuity and information security
framework. The Group maintains documented
business continuity and disaster recovery protocols
that are regularly tested against identifiable risk
scenarios to ensure operational resilience and
timely recovery in the event of system disruption.
To strengthen cybersecurity capabilities, ICFG Group
has implemented advanced security solutions,
including CrowdStrike for endpoint protection and
threat detection, Multi Factor Authentication (MFA),
and Two Factor Authentication (2FA) to enhance
identity verification and protect systems against
unauthorised access and cyber intrusion.
In addition, the Group manages IT risk through
adherence to the ISO 27001 Information Security
Management System (ISMS) standard, which
provides a structured and internationally recognised
framework for managing information security risks.
Oversight and implementation are supported by a
dedicated IT team responsible for maintaining
security controls, monitoring IT infrastructure, and
ensuring ongoing compliance with internal policies
and external standards.
The IT team conducts regular risk assessments and
vulnerability reviews, promptly addressing identified
weaknesses through remediation actions and
system enhancements. Strong access controls are
enforced based on the principle of least privilege,
supported by data encryption measures and
continuous system monitoring to detect and
respond to potential threats.
Governance and oversight are further reinforced
through management reporting, internal control
reviews, and audit oversight, ensuring that IT and
cybersecurity risks are regularly reviewed and
aligned with the Group’s risk appetite. Through
these combined measures, the Group seeks to
safeguard sensitive information, maintain service
continuity, and preserve the integrity and availability
of its technological assets.
Reliance on Third-Party
Systems:
Dependence on third-party
fund administration
systems might pose risks.
Disruptions could
adversely affect client
services and the Group's
financial condition.
While the Group owns most core operational
systems, certain supporting platforms (e.g. ERP and
infrastructure services) are provided by third parties.
Disruptions, security weaknesses, or inadequate
controls at these vendors could affect system
availability and client services.
The Group will further focus on strengthening IT
General Controls, including maintaining internal
ownership of system deployments, removing vendor
access to production environments, implementing
Privileged Access Management (PAM), enhancing
logging and monitoring capabilities, enforcing
formal change management approvals, and
improving documentation and traceability of both
end user and privileged access. Regular
management reviews and internal audit oversight
will support ongoing control effectiveness.
Other Risks Risk management and mitigation
The Group mitigates third party system risks
through structured vendor due diligence prior to
onboarding and periodic reassessment thereafter.
This includes evaluation of vendors’ financial
stability, operational resilience, information security
controls, compliance posture, and service delivery
capabilities. Third party arrangements are governed
by formally documented contracts that define
service levels, data protection obligations, incident
notification requirements, and responsibilities
during system outages. Clear escalation and
remediation mechanisms are key for reducing the
impact of service disruptions on client operations.
The Group ensures that third party systems
supporting critical functions are covered by business
continuity and disaster recovery arrangements.
Recovery objectives are reviewed to ensure
alignment with the Group’s operational resilience
requirements, reducing the risk of prolonged service
interruption.
Where feasible, the Group maintains contingency
procedures, alternative processing options, or
manual workarounds to support continued
operations in the event of third party system
unavailability. This reduces reliance on a single
external system for critical activities.
Emerging Risks
In addition to the principal risks and other risks disclosed above, the
Group considers a number of emerging risks that are not yet capable
of being fully quantified but which could, if they materialise, have an
adverse effect on the Group’s business, financial condition, results of
operations, and future prospects. Emerging risks typically arise from
changing economic, regulatory, environmental, technological, or
social conditions and are characterised by uncertainty regarding their
likelihood, timing, or potential impact.
Oversight of emerging risks forms a core part of the Group’s
governance framework. As per its Terms of Reference, the Risk
Committee advises the Board on the Group’s overall risk appetite, risk
tolerance, and risk strategy, including the principal and emerging
risks the Group is willing to accept in pursuit of its long‑term strategic
objectives. The Committee reviews the adequacy and effectiveness of
the Group’s procedures for identifying, managing, and mitigating
principal risks, and for identifying emerging risks, to support the
Board’s assessment of the Group’s risk profile.
The Group’s risk management framework includes processes for
identifying, assessing, and monitoring emerging risks. Given their
evolving nature, mitigation strategies primarily focus on scenario
analysis, enhanced management oversight, stress testing, and the
development of appropriate contingency plans. As emerging risks
crystallise or become more measurable, they are incorporated into
the Group’s principal risk framework and subject to formal mitigation
actions and governance oversight.
The following summarises the principal risks that, individually or in
combination with other events or circumstances, the Company
consider could have a material adverse effect on the Group’s
business, financial condition, results of operations, and future
prospects. In assessing these risks, the Company has considered,
among other factors, the likelihood of each risk crystallising, the
potential magnitude of its impact on the Group’s operations and
financial position, and the management attention that would be
required should such risks materialise.
Emerging Risks Risk management and
mitigation
Sustainability risk:
Sustainability risk refers to the risk that
environmental, social, or governance
(ESG) factors may give rise to material
financial or non financial impacts on
the Group. These risks may arise from
internal operations or from external
developments, including changes in
regulation, stakeholder expectations,
market practices, and environmental
conditions.
Sustainability risk encompasses a
broad range of potential issues,
including deficiencies in regulatory or
sustainability related reporting,
inadequate governance or social
policies, reputational risks associated
with greenwashing, and failure to
adapt business practices to evolving
sustainability standards. Sustainability
remains an area of ongoing policy and
regulatory development globally,
increasing the potential for
reputational, regulatory, and litigation
risks for financial institutions.
Responsibility for sustainability risk
oversight rests with the Board,
supported by the Risk Committee. The
Committee advises the Board on
sustainability‑related risks within the
context of the Group’s overall risk
appetite and strategy, and reviews the
effectiveness of management
processes for identifying and
mitigating ESG‑related risks, including
emerging sustainability and
climate‑related risks.
The Group is committed to operating
in a responsible and sustainable
manner and to supporting inclusive
economic development in the
communities in which it operates. The
Group’s activities are increasingly
aligned with the United Nations
Sustainable Development Goals (SDGs),
internationally recognised responsible
finance principles, the ten principles of
the United Nations Global Compact
across its four areas, the eight
principles of the Mongolian
Sustainable Finance Association, as
well as Mongolia’s national sustainable
development policies. Furthermore,
the Group aims to improve
sustainability considerations within the
Group’s governance and risk
management frameworks, including:
• Board and Risk Committee
oversight of ESG and
climate‑related risks;
• integration of sustainability
considerations into strategy,
policies, and risk assessments; and
• ongoing monitoring of regulatory
developments, stakeholder
expectations, and emerging
sustainability‑related risks.
The Risk Committee oversees
management’s capability to identify
and manage sustainability‑related
emerging risks and seeks appropriate
assurance regarding the effectiveness
of controls and reporting processes in
this area. Through continued
governance oversight, monitoring, and
integration of sustainability principles
into its operations, the Group seeks to
mitigate sustainability risks while
enhancing long‑term resilience and
value creation.
Sustainability also presents
opportunities for the Group, including
the ability to support inclusive
economic growth, foster long‑term
resilience across its markets, and
strengthen its competitive position
through responsible finance and
impact‑driven business models.
Climate Risk and Climate
Transition Risk:
Climate change presents potential risks
to the Group through both physical
and transition channels. Climate risk
refers to the potential negative impact
of climate change and climate related
events on the Group’s employees,
operations, customers, and financial
performance.
The Group recognises climate risk as
an evolving risk category and continues
to strengthen its approach to
identifying, assessing, and managing
both physical and transition climate
risks. Climate risk considerations are
incorporated into the Group’s risk
management framework and
governance processes.
ICFG is aiming to implement and refine
TCFD‑aligned reporting across the
group, with the intention of rolling out
full Group‑wide implementation
Emerging
Risks
Risk management and mitigation
Physical climate
risks arise from
acute or chronic
climate events that
may disrupt
operations, affect
asset quality, or
impair business
continuity. These
risks may include
extreme weather
events, such as
storms, flooding,
droughts, or
prolonged changes
in climate patterns,
which can adversely
affect customers’
livelihoods,
particularly in
climate‑sensitive
sectors, and
increase credit and
operational risks.
Climate transition
risks arise from
policy, regulatory,
market, and
economic changes
associated with the
global transition
towards
lower‑carbon and
more sustainable
economic systems.
These developments
may influence
customer behaviour,
demand for
financial products,
funding conditions,
operating costs, and
compliance
requirements.
Transition risks may
also increase over
the medium to long
term as
governments and
markets
progressively align
with international
climate objectives.
Together, physical
and transition risks
may impact the
Group’s asset
quality, portfolio
performance,
operating costs, and
long‑term business
strategy if not
effectively
managed.
through a measured and strategically phased approach.
(For details of Sustainability Report, please refer to page
49)
These assessments consider potential impacts on
customers, portfolio performance, and operational
resilience, including sensitivity to carbon pricing and
broader economic transition dynamics. The outcomes of
these analyses support management’s assessment that
the Group’s strategy and capital position are resilient
under the scenarios assessed.
Operationally, the Group monitors climate‑related
developments across its markets and adjusts its risk
management practices accordingly. Experience in certain
jurisdictions—such as extreme weather events disrupting
borrowers’ business continuity or income, and disruptions
to power supply affecting repayment capacity—has
informed enhancements to operational and credit risk
controls. These measures include strengthened portfolio
monitoring, enhanced collection strategies, and closer
engagement with customers during climate‑related
disruptions. For its own business operations, the Group
maintains contingency plans to address risks arising from
extreme climate related risks, such as flooding and power
interruptions.
The Group also seeks to mitigate the impacts of physical
climate risks through business continuity planning,
operational flexibility, and targeted support for affected
customers. Proactive engagement with clients during
adverse climate events forms a key component of the
Group’s approach to managing credit risk and maintaining
long‑term customer relationships.
The Group closely monitors developments in
climate‑related regulation, public policy, and market
practices in its key operating jurisdictions and seeks to
align its business practices with the evolving climate
transition landscape. Management actively assesses the
potential implications of climate‑related policy initiatives,
regulatory reforms, and international commitments on
the Group’s operations, products, and risk profile, and
adapts its approach where appropriate.
As part of its response to transition risks, the Group
contributes to the transition towards a lower‑carbon and
more sustainable economy through its financing activities.
ICFG offers a range of green and sustainability‑linked
financing products designed to support environmentally
responsible projects and investments. These products are
intended to facilitate clients’ transition efforts while
enabling the Group to manage exposure to
transition‑related risks over the medium to long term.
In addition, ICFG has committed, in the context of its
broader social responsibility initiatives, to support
national environmental objectives.
In addition, ICFG has committed, in the context of its
broader social responsibility initiatives, to support
national environmental objectives. In alignment with
Mongolia’s ‘Billion Trees’ National Movement initiated by
the President of Mongolia, InvesCore NBFI has pledged to
plant and nurture a total of 1,000,000 trees by 2030. This
commitment supports national efforts to address land
degradation and climate resilience and reflects the
Group’s engagement with climate related transition
initiatives in its operating environment.
The Group also recognises the growing international focus
on climate transition and environmental resilience,
including Mongolia’s role as host of the 17th session of the
Conference of the Parties (COP17) to the United Nations
Convention to Combat Desertification (UNCCD), scheduled
to take place in Ulaanbaatar in 2026. Developments
arising from such international forums are monitored for
potential policy, regulatory, and market implications
relevant to the Group.
To enhance transparency and support informed
decision‑making, InvesCore NBFI commenced the
systematic measurement and reporting of greenhouse
gas (GHG) emissions associated with its operations and
ICFG LIMITED
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Overview Chairman’s Statement Strategic Report Risk Management Sustainability Report Governance Consolidated Financial Statements Additional Information
Emerging Risks Risk management and
mitigation
financing activities in 2025, using
internationally recognised standards
and methodologies. (For details of
Sustainability Report, please refer to
page 49)
This provides a foundation for
monitoring exposure to
transition‑related risks, including
potential future carbon‑related costs or
regulatory requirements.
Through ongoing regulatory
monitoring, responsible financing
practices, participation in national
transition initiatives, and improved
data and reporting capabilities, the
Group seeks to mitigate climate
transition risks while maintaining
operational and strategic flexibility as
the transition evolves.
Disruptive technology:
The markets in which ICFG operates
are subject to increasing competitive
pressure and lower barriers to entry,
driven by structural changes in the
financial services industry, evolving
customer expectations, and rapid
advancements in technology.
Developments in disruptive
technologies—including cloud
computing, artificial intelligence (AI),
quantum computing, and distributed
ledger technologies—are enabling new
business models and alternative
delivery channels, which may change
competitive dynamics.
If not effectively anticipated or
managed, disruption arising from
technological innovation could
adversely affect the Group’s operating
model, product offerings, cost
structure, or market position. The
accelerated pace of technological
change also increases the risk that
existing systems, processes, or skills
become less effective or obsolete over
time.
ICFG actively monitors technological
developments and the pace of digital
transformation across the financial
services sector.
As part of the Group’s approach to
managing disruptive technology risk,
AI Lab, the Group’s dedicated IT and
artificial intelligence subsidiary, plays a
central role in monitoring technological
developments and assessing their
potential impact on the Group’s
business and operations. AI Lab
continuously tracks advances in areas
such as artificial intelligence, data
analytics, cloud computing, and
distributed ledger technologies,
enabling the Group to anticipate trends
and consider their strategic and risk
implications at an early stage.
AI Lab benefits from its close links with
academic expertise, including partial
ownership by professors from the
National University of Mongolia’s IT
faculty. This connection provides the
Group with direct access to
cutting‑edge research, technical
knowledge, and forward‑looking
perspectives on emerging
technologies. Through this structure,
the Group is able to stay informed of
developments at an early stage and
consider their relevance well before
they reach widespread commercial
adoption.
In addition, AI Lab cooperates with the
National University of Mongolia
through formal and informal
collaboration initiatives, supporting
knowledge‑sharing, research
engagement, and talent development.
This collaboration enhances the
Group’s ability to remain at the
forefront of technological innovation
while ensuring that emerging
technologies are evaluated within a
robust governance and risk
management framework.
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 Group’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 Group’s business could be materially and adversely
affected.
The Group continue to actively monitor these risks and implement
appropriate mitigation strategies to protect the Group’s financial
health and strategic objectives.
Outlook
Risk management is increasingly being approached through an
integrated, enterprise‑wide lens that spans the full Group and its
extended networks, including overseas subsidiaries. This shift reflects
a more systematic and effective approach to identifying, assessing,
and managing risks across organizational boundaries. The focus is
moving decisively away from bureaucratic, documentation‑driven
practices toward a value‑driven risk function that actively supports
resilience, operational performance, and long‑term value creation.
Key priorities include strengthening professional risk capabilities
through targeted certifications and incentives, leveraging advanced
technologies and data analytics to enhance efficiency and
automation, and embedding climate and ESG considerations into
core risk processes. Early and proactive engagement in climate‑ and
impact‑related risks further positions the organization to support
sustainable financing objectives.
Enterprise-wide
perspective
• Integrated & adjusted approach to
managing risk across the
organization and its extended
networks, including overseas
subsidiaries
• Systematic and effective risk
management
Qualified risk
professionals
• Professional certifications &
incentives
• Consulting & technical assistance
for advanced risk management
Digital transformation
• Relying on new technologies, tools
and data analytics for effective &
efficient risk management
• Utilizing digital resources to
automate controls, reporting and
monitoring for efficiency
Climate, ESG priority
• Aiming to establish processes,
specific skills & organizational
awareness towards Climate & ESG
risks
• Early proactive engagement in
impact financing and sustainable
financing
Value-driven approach
• Shifting away from bureaucratic,
documentation-oriented &
traditional risk management
towards value-driven risk function
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Overview Chairman’s Statement Strategic Report Risk Management Sustainability Report Governance Consolidated Financial Statements Additional Information
While the Company, as a Guernsey-incorporated entity, is not
required to comply with Section 172 of the UK Companies Act 2006,
the Board is nevertheless committed to using Section 172 as a
benchmark. It seeks to apply its principles and requiring directors to
act in a way they consider, in good faith, would promote the success
of the Company for the benefit of its members as a whole, while
having regard to the interests of other stakeholders and the broader
impact of the Company’s activities. In fulfilling these duties, the
Board considers the long-term consequences of its decisions, the
interests of employees, the importance of maintaining strong
relationships with customers and business partners, the impact of
the Group’s activities on the communities in which it operates, the
need to maintain high standards of business conduct, and the
importance of acting fairly between shareholders.
The Board recognises that sustainable long-term success depends on
maintaining constructive relationships with its key stakeholders. In
particular, the Board considers shareholders, employees, lenders,
clients and regulators to be the Group’s principal stakeholders and
seeks to understand and consider their interests in the course of its
decision-making.
S172(1) (A) - Long-Term Decision Consequences
In considering major strategic and operational decisions, the Board
evaluates the potential long-term implications for the Group and its
stakeholders. This includes assessing the sustainability of the Group’s
business model, the development of its lending activities and
opportunities for geographic and product expansion.
During FY25, the Board oversaw the completion of the reverse
acquisition that resulted in the Group becoming a publicly listed
company. The Board believes that obtaining a public market listing
supports the Group’s long-term strategic objectives by enhancing
access to international capital markets, strengthening corporate
governance and increasing the Group’s visibility with global investors.
Through this approach, the Board seeks to ensure that its decisions
support the sustainable growth of the Group while maintaining
prudent risk management and financial discipline.
S172(1) (B) - Employee Interests
The Group recognises that its employees are central to delivering its
services and achieving its strategic objectives. The Board supports
initiatives aimed at attracting, developing and retaining talent across
the Group’s operating markets. Regular communication, training and
professional development initiatives are encouraged to strengthen
employee capabilities and engagement. The Board also monitors
workforce matters, including organisational development and
remuneration structures, to support a stable and motivated
workforce.
S172(1) (C) - Fostering Business Relationships with Suppliers,
Customers and Others
The Group seeks to maintain strong and constructive relationships
with its customers, lenders and other business partners. Responsible
lending practices, transparent communication and high service
standards are key priorities in maintaining these relationships. The
Board recognises that strong stakeholder relationships support the
stability of the Group’s operations and contribute to long-term
business development.
S172(1) (D) - Community and Environmental Impact
The Group operates primarily in frontier and developing markets,
where access to financial services can play an important role in
supporting economic activity. By providing lending solutions to
individuals and small and medium-sized enterprises, the Group aims
to contribute to financial inclusion and local economic development.
The Board remains mindful of the broader social and community
impact of the Group’s activities.
S172(1) (E) - Maintaining High Business Conduct Standards
Maintaining high standards of governance, compliance and ethical
conduct is fundamental to the Group’s operations. The Board
oversees the Group’s compliance framework and internal policies
designed to promote integrity, transparency and responsible
business practices. These frameworks support the Group’s
commitment to operating in accordance with applicable laws and
regulatory requirements across its jurisdictions.
S172(1) (F) - Fair Treatment of Company Members
The Board is committed to maintaining open and transparent
communication with shareholders and ensuring that all shareholders
are treated fairly. Shareholders are provided with regular updates
through the Company’s financial reporting, regulatory
announcements and the Annual General Meeting, which provides an
opportunity for shareholders to engage with the Board and
management regarding the Group’s performance and strategy.
SECTION 172 STATEMENT
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Overview Chairman’s Statement Strategic Report Section 172 Statement Sustainability Report Governance Consolidated Financial Statements Additional Information
Stakeholder Engagement
The Board’s engagement with its key stakeholders is described as follows:
Stakeholder Importance to ICFG Group engagement Board consideration
Shareholders Shareholders provide the capital that
supports the Group’s strategy and long-
term growth. Maintaining transparent
communication and strong governance
helps sustain investor confidence and
access to capital markets.
Engagement takes place through annual
and interim financial reporting, investor
presentations, regulatory
announcements, annual general
meeting, as well as ongoing dialogue
with institutional investors and market
participants.
The Board considers shareholder
feedback when reviewing strategy,
financial performance, capital allocation
and corporate governance matters.
Employees The Group’s employees are fundamental
to delivering its lending products and
other financial services across its
operating markets. Attracting,
developing and retaining skilled
employees supports operational
performance and long-term growth.
Engagement occurs through internal
communication channels, management
meetings, training and development
programmes, and performance
management processes.
The Board receives updates on
workforce matters, including
organisational development,
remuneration structures and succession
planning, ensuring that the Group
maintains an effective and motivated
workforce.
Lenders and funding partners Access to reliable funding sources is
essential for the Group’s lending
operations and expansion into new
markets. Maintaining strong
relationships with lenders supports
financial stability and growth.
The Group maintains regular dialogue
with lenders and financing partners
through reporting, covenant monitoring
and periodic meetings.
The Board monitors liquidity, funding
structure, financial risk management
and maintain oversight of lender
engagement, including the progress of
covenant-related discussions where
relevant. This ensures that lender
relationships remain constructive and
aligned with the Group’s long-term
objectives.
Customers The Group’s clients, including individuals
and SMEs, are central to the Group’s
mission of providing accessible financial
services. Delivering responsible lending
and high-quality service supports
sustainable growth and long-term
customer relationships.
Clients interact with the Group through
branch networks and digital platforms.
Customer feedback, service monitoring
and product development initiatives
provide insight into client needs and
expectations.
The Board considers customer
outcomes, product suitability and service
quality when overseeing business
strategy and operational performance.
Regulators The Group operates in regulated
financial services markets and maintains
close engagement with regulatory
authorities to ensure compliance with
applicable laws and regulatory
standards.
Engagement includes regular regulatory
reporting, supervisory dialogue and
adherence to licensing and compliance
requirements across the jurisdictions in
which the Group operates.
The Board oversees regulatory
compliance and risk management
frameworks to ensure that the Group
maintains high standards of governance
and conduct.
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Overview Chairman’s Statement Strategic Report Section 172 Statement Sustainability Report Governance Consolidated Financial Statements Additional Information
SUSTAINABILITY REPORT
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FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Sustainability Report Governance Consolidated Financial Statements Additional Information
ESG Policy
The Board of Directors has overall responsibility for the oversight and
approval of the Group’s ESG policy, strategy, and targets. SIBJ, as the
operational headquarters, is responsible for ensuring effective
implementation across all subsidiaries.
ESG Commitment
ICFG is committed to building sustainable, equitable, healthy, and
inclusive communities through innovative business practices and
strong ESG performance. This commitment underpins all aspects of
the Group’s operations, including how we conduct our business,
engage with stakeholders, and measure and report our progress.
Alongside expanding access to financial services, ICFG is committed
to generating positive environmental and social impact. The Group’s
activities are increasingly aligned with the United Nations Sustainable
Development Goals (‘SDGs’), internationally recognised responsible
finance principles, the ten principles of the United Nations Global
Compact across its four areas, the eight principles of the Mongolian
Sustainable Finance Association, as well as Mongolia’s national
sustainable development policies.
During the reporting period, InvesCore NBFI was recognised as one
of Mongolia’s Top 100 Enterprises and was honoured as the
‘Outstanding Sustainable Finance Institution’ by the Mongolian
Sustainable Finance Association. These recognitions reflect the
strong foundation established to support sustainable development
through responsible financial practices.
Statement on Climate Change and the Environment
ICFG complies with applicable environmental legislation and is
committed to minimising the environmental impact of its operations.
The Board aims to align the Group’s practices with the
recommendations of the Task Force on Climate-related Financial
Disclosures (‘TCFD’) and plans to enhance its engagement with
stakeholders on climate-related and broader environmental matters.
Statement on Social Responsibility
ICFG seeks to strengthen relationships with its key stakeholders by
investing in its employees and partnering closely with customers,
communities, investors, and suppliers. The Group is committed to
providing a challenging, dynamic, inclusive, and diverse work
environment that supports professional development and promotes
a healthy work-life balance, prioritising employee wellbeing.
The Board of Directors supports initiatives that contribute to
environmental protection, human well-being, and education,
reflecting the Group’s broader commitment to social responsibility.
In this regard, the Group implements projects and programs focused
on supporting youth development and community health,
particularly in the areas of sports and healthcare, with the aim of
creating a positive and lasting social impact.
Statement on Ethical Governance
ICFG is committed to upholding the highest standards of ethical
conduct through strong executive leadership and a culture of
integrity. The Board promotes transparency, open communication,
and constructive dialogue with stakeholders in response to their
feedback and enquiries.
The Group has established clear ESG governance principles, defined
objectives, and accountability mechanisms, with oversight provided
by the Board of Directors.
Responsibility to Our Customers
Customers are central to ICFG’s business model. The Group is
committed to delivering high-quality, customer-focused financial
services and to fostering long-term, trusted relationships. This
commitment includes actively responding to customer needs,
addressing concerns, and continuously enhancing customer
satisfaction.
In alignment with international Client Protection Certification
standards, ICFG continuously strengthens its systems and processes
to protect client rights and ensure transparency and responsible
lending practices. During the reporting period, the Group also made
meaningful progress in enhancing corporate governance,
compliance, and risk management frameworks, while promoting
gender equality and supporting employee development and
wellbeing.
ESG and Our Value Chain
Ethical procurement and responsible value chain management are
integral to ICFG’s approach to sustainability. By considering the full
value chain—from funding partners to end customers—the Group
seeks to better understand and manage the social and
environmental impacts of its business decisions.
During the reporting period, ICFG further strengthened collaboration
with international sustainable finance institutions. The Group
secured long-term funding from partners including Triple Jump,
Triodos Investment Management, and the Dutch Entrepreneurial
Development Bank (FMO), enhancing its sustainable funding base. In
parallel, ICFG continued to support environmentally friendly and
resource-efficient technologies through its green financing products.
InvesCore NBFI, a subsidiary of the Group, supports sustainable
development by offering green financing products aligned with the
Sustainable Development Goals Financing Taxonomy. These products
are designed to promote the adoption of environmentally friendly
and resource efficient technologies and solutions for both businesses
and individuals. The green product portfolio includes financing for
energy and resource efficient business investments, consumer
purchases of environmentally friendly products, electric vehicles to
reduce transport related emissions, and energy efficient residential
housing that incorporates renewable energy and modern building
technologies.
Our Response to Biodiversity Loss
ICFG is committed to protecting biodiversity through direct action,
targeted donations, and active conservation initiatives. The Group
supports nature-based solutions that preserve ecosystems and
promote environmental awareness, with a particular focus on species
whose protection has a broader ecological impact.
Through its subsidiary, Pocket NBFI, ICFG has adopted the beaver as
its corporate mascot in recognition of the species’ critical role as an
ecosystem engineer and its importance in sustaining aquatic and
riverine forest biodiversity. Demonstrating its active role in
conservation, the Company supports beaver protection efforts
through a Memorandum of Understanding with the Beaver Breeding
and Conservation Centre under the Capital City Environmental
Department, contributing resources to conservation, breeding, and
protection programs.
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SUSTAINABILITY STRATEGY
Overview Chairman’s Statement Strategic Report Sustainability Report Sustainability Strategy Governance Consolidated Financial Statements Additional Information
To further strengthen public engagement and biodiversity education,
Pocket NBFI launched ‘My Ponji’ on April 29, 2025—an interactive
game within the Pocket application designed to raise awareness of
endangered species and ecological protection. Through caring for a
virtual beaver, users are introduced to key concepts related to
biodiversity, environmental stewardship, and ecosystem balance. In
2025, ‘My Ponji’ was engaged with 560,017 times, reflecting ICFG’s
commitment to actively promoting biodiversity protection through
innovative and accessible digital initiatives.
ESG Reporting
ICFG’s principal subsidiaries, InvesCore NBFI and Pocket NBFI,
publish standalone Sustainability Reports. Both entities published
their Sustainability Reports for the financial year ended FY2025.
Sustainability Pathway
2022
• InvesCore NBFI approved its Gender Equality Policy, reinforcing its
commitment to inclusive and equitable practices.
• InvesCore NBFI adopted an updated Environmental and Social Policy,
strengthening its sustainability framework.
• InvesCore NBFI became the first non-bank financial institution in Mongolia
to join the United Nations Global Compact, demonstrating leadership in
responsible business conduct.
2023
• The Board of Directors of Pocket NBFI approved the Company’s
Sustainability Policy.
• InvesCore NBFI approved the Environmental and Social Risk Management
Procedure, embedding ESG considerations into credit and operational
decision-making.
• InvesCore NBFI committed to the Partnership for Carbon Accounting
Financials (PCAF), marking a significant step toward climate-related
financial disclosure.
• InvesCore NBFI published its Environmental, Social and Governance
Activity Report on the Mongolian Stock Exchange website for the first time.
• InvesCore NBFI established an internal ESG working group to coordinate
and advance sustainability initiatives.
• InvesCore NBFI collaborated with Greentrends LLC to introduce an
environmental and social risk assessment methodology through
consulting services.
• InvesCore NBFI developed and automated its environmental and social
risk assessment process.
2024
• Pocket NBFI publicly disclosed its inaugural Sustainability Report.
• Pocket NBFI established a Sustainability Committee by order of the Chief
Executive Officer to strengthen ESG governance.
• Pocket NBFI was selected as a finalist in the Best ESG Campaign category
at the Asia Fintech Awards.
• Pocket NBFI became a full member of the Mongolian Sustainable Finance
Association (MSFA).
• InvesCore NBFI approved its Climate Risk Management Policy, enhancing
resilience to climate-related financial risks.
• InvesCore NBFI secured USD 10 million in financing from the BlueOrchard
Microfinance Fund.
• InvesCore NBFI signed a USD 4.5 million financing agreement with the
Global Gender Smart Fund (GGSF), the world’s largest gender-focused
investment fund.
• InvesCore NBFI initiated the process to obtain the Client Protection Silver
Certificate through an assessment conducted by the international
organisation MFR.
• InvesCore NBFI successfully concluded the closing event of a three-year
programme jointly implemented with Rio Tinto to support small and
medium-sized enterprises.
• InvesCore NBFI introduced green financing products to the market.
Key Highlights of 2025
InvesCore NBFI was recognised as the
‘Outstanding Sustainable Finance Institution of
2025’ by the Mongolian Sustainable Finance
Association.
InvesCore NBFI successfully secured a USD 20
million long-term loan facility from the Dutch
Entrepreneurial Development Bank (FMO),
further strengthening the Group’s sustainable
funding base.
InvesCore NBFI joined the Green Guarantee
Facility initiative implemented under the RFF
programme grant by the Mongolian Sustainable
Finance Association, aiming to expand access to
green financing for women-led micro and small
enterprises.
Pocket NBFI participated twice in the annual
‘Give Life’ blood donation campaign organised by
the Mongolian Non-Bank Financial Institutions
Association, with 55 employees contributing as
donors.
Pocket NBFI, in partnership with the Criminal
Police Department of the National Police Agency
of Mongolia and the E-mart retail chain,
established a ‘Police Support Zone’ at an E-mart
store to enhance public access to crime
prevention information and digital safety
resources.
Pocket NBFI organised an ESG information booth
during the Pocket Zero Expo, raising public
awareness of its sustainability initiatives and
broader sustainable development concepts.
As part of the ‘Family and Love’ theme at the
Pocket Zero Expo, Pocket NBFI delivered free
family psychological counselling services to the
public.
Pocket NBFI designated September as ‘Month of
Sustainable Development’, conducting employee
awareness and engagement activities focused
on ESG principles and objectives.
The Pocket NBFI Sustainability Committee under
the Board of Directors was formally established,
further strengthening ESG oversight.
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Overview Chairman’s Statement Strategic Report Sustainability Report Sustainability Strategy Governance Consolidated Financial Statements Additional Information
ESG Governance and Strategy
The Group’s ESG governance and strategy are implemented through
a top-down governance framework, aiming to align with the
recommendations of the Task Force on Climate-related Financial
Disclosures and the Global Reporting Initiative (‘GRI’) Standards.
Board Oversight
The Group’s ESG governance and strategy are implemented through
a top-down framework, led by the Company’s Board of Directors. The
Board maintains overarching oversight of the Group’s ESG policy,
strategy, and targets, and provides strategic direction and guidance
on sustainability-related matters. SIBJ, as the Group’s operational
headquarters, is responsible for ensuring consistent and effective
implementation of ESG initiatives across all subsidiaries.
Subsidiary Board Oversight
The Board of each subsidiary holds ultimate responsibility for the
oversight of ESG and climate-related matters. The Board reviews and
approves the ESG policy, strategy, and long-term targets, and
provides strategic guidance on sustainability-related risks and
opportunities. ESG considerations are integrated into the Board’s
decision-making processes and overall business strategy.
Sustainability Committees
InvesCore NBFI and Pocket NBFI, as the Group’s principal operating
entities, have each established a Sustainability Committee to support
management in the execution of ESG strategy. These committees are
responsible for:
• Overseeing the implementation of sustainability and climate-
related policies;
• Monitoring ESG performance and key indicators;
• Conducting periodic evaluations of ESG initiatives; and
• Supervising the activities of executive management and
operational sustainability teams.
The Sustainability Committees serve as a key link between
management and the Board, ensuring that ESG and climate-related
matters are effectively managed, escalated, and incorporated into
business operations and risk management processes.
Executive Management
The executive management teams of the Group’s subsidiaries are
responsible for integrating sustainability policies and commitments
into business strategies and operational plans. Executive
management oversees the effective implementation of ESG
initiatives, ensures accountability across functional areas, and
supports the achievement of sustainability objectives approved by
the Board.
Management is responsible for embedding sustainability principles
into day-to-day operations, monitoring compliance with ESG-related
policies and procedures, consolidating relevant sustainability data,
and preparing sustainability-related disclosures within their
respective areas of responsibility. Executive management provides
regular updates to the Sustainability Committees and/or the Board
on progress, performance, and emerging ESG risks and
opportunities.
ESG Officer
InvesCore NBFI and Pocket NBFI have each appointed an ESG Officer
to support the execution and coordination of sustainability initiatives
across the organisation.
The ESG Officers are responsible for measuring and monitoring
sustainability initiatives, conducting ESG assessments, and
supporting the implementation of ESG frameworks and policies. They
also play a key role in organising ESG-related training and awareness
programmes, strengthening internal capacity, and promoting a
consistent understanding of ESG principles across the Group.
The ESG Officers work closely with executive management,
operational sustainability teams, and the Sustainability Committees
to ensure accurate data collection, effective reporting, and
continuous improvement in ESG performance.
Materiality assessment
InvesCore NBFI conducted an ESG Materiality Assessment during
2025 to identify and prioritise the ESG factors most material and
relevant to its business and stakeholders. This assessment aligns
with leading global frameworks, including the Sustainability
Accounting Standards Board (‘SASB’) Standards, GRI, and the London
Stock Exchange (‘LSE’) ESG disclosure requirements.
The materiality assessment aims to identify factors that may affect
the Company’s financial sustainability and to support strategic
decision making. In determining financially material topics, the
Company identified a total of 27 subtopics based on the International
Sustainability Reporting Standards (IFRS S1 and IFRS S2), the SASB
industry guidelines, and best practices within the financial sector.
Through the assessment process, 15 topics with the highest financial
relevance were identified as material and are presented as follows.
ENVIRONMENT SOCIAL GOVERNANCE
• Climate change
Increasing
regulatory
requirements
related to climate
change
• Environmental risks
Risks to collateral
assets resulting
from natural
disasters
• Water resource
consumption
Demand for
sustainable finance
products
• Employee
satisfaction
• Employee capability
development and
training
• Client protection
• Business ethics
• Reputational risk
• Corporate
governance
• Risks related to
money laundering
and terrorist
financing
Information
security
• Information
transparency and
reporting
Participating internal
stakeholders
Materiality matrix
Management
validation
The materiality
assessment survey
included the Board of
Directors, Executive
Management, and
other internal
stakeholder groups.
The assessment was
conducted using a
scoring scale from 1 to
5, ranging from very
low to very high, and
the average scores
provided by
stakeholders were
calculated.
The results of the
materiality assessment
were presented to the
Company’s Executive
Management and
discussed in alignment
with the Company’s
strategy and risk
management policies.
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Overview Chairman’s Statement Strategic Report Sustainability Report Sustainability Strategy Governance Consolidated Financial Statements Additional Information
2025 Materiality Assessment
Employee satisfaction Customer protection Information security Corporate governance
Employee training and development Risk to collateral assets from natural disasters
Anti-money laundering and counter-terrorism financing risk (AML/CFT) Business ethics
Sustainable finance Environmental risk Increasing climate-related regulatory requirements
Climate change Transparency and disclosure Water resource use Reputational risk
5
4
3
2
1
1 2 3 4 5
Financial impact
Likelihood
The materiality assessment was conducted based on the principle of
financial materiality, evaluating the potential impact of sustainability
related issues on the Company’s financial position, performance,
cash flows, and long-term value.
The results of the assessment identified regulatory compliance,
business continuity, information security, and workforce stability as
financially highly material topics.
Environmental and climate related risks were assessed as having a
moderate likelihood at present. However, their financial relevance is
expected to increase over the long term due to potential changes in
regulatory frameworks, investor expectations, financing conditions,
and evolving market trends.
Key ESG Rankings
InvesCore NBFI completed a ESG Materiality assessment and Information Security and Risk related to Money Laundering and terrorist financing
emerged as the most material topic.
The respective top ten potential ESG material matters were ranked by each group as follows: Score of Importance to Stakeholders
Assessment of Internal Stakeholders: Ranked by Materiality
Rank ESG Category Material Topic Material
Topic
1 ESG Governance Direct greenhouse gas emissions resulting from fuel consumption of
vehicles owned or controlled by the organization
17.91
2 Governance Client Protection 17.31
3 Social Client Protection 16.40
4 Governance Corporate Governance 15.79
5 Environmental Risk to Collateral from Natural Disasters 15.41
6 Social Employee Capability Development and Training 14.31
7 Governance Business Ethics 14.02
8 Social Employee Satisfaction 12.68
9 Governance Reputational Risk 12.68
10 Environmental Demand for Sustainable Finance Products 10.00
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54
Climate change presents both risks and opportunities that may affect
the long‑term sustainability of the Group’s business. In order to
comply with the disclosure requirements under Listing Rule LR
14.3.27R and to enhance transparency for shareholders on
climate‑related impacts, the Group aims to align its practices with the
recommendations of the TCFD and intends to adopt the framework
as the basis for its climate reporting.
The TCFD framework supports consistent and comparable disclosure
of climate‑related risks and opportunities, and how these are
identified, assessed, and managed within an organisation’s
governance, strategy, and risk management processes. It also
enables stakeholders to better understand the Group’s resilience
under different climate scenarios.
ICFG is currently focused on adopting and refining TCFD‑aligned
reporting across its operational subsidiaries and intends to roll out
full Group‑wide implementation through a measured and
strategically phased approach.
1. Governance
Board Oversight and Management Responsibilities
The Board retains overall responsibility for oversight of ESG matters,
including climate‑related risks and opportunities. Climate
considerations are integrated into the Board’s broader oversight of
risk management, strategic direction, and long‑term value creation.
Implementation of ESG and climate‑related initiatives is led by
Company management through SIBJ and its operating subsidiaries.
InvesCore NBFI and Pocket NBFI each maintain ESG governance
structures, including a Sustainability Committee and designated ESG
Managers responsible for overseeing climate‑related initiatives, data
collection, and reporting at the subsidiary level.
At the Group level, formalised climate risk mandates and escalation
mechanisms are planned to be developed to strengthen consistency
and accountability. Management is tasked with identifying, assessing,
and managing climate‑related risks, including incorporating ESG
materiality assessments and climate scenario considerations into
strategic and business planning. Senior management actively
evaluates material climate exposures at both jurisdictional and entity
levels, with particular emphasis on operational efficiency, energy use,
and emissions reduction in alignment with evolving regulatory and
market expectations.
Board Oversight & Committees
The Board continues to have overall responsibility for ESG and
climate-related oversight. The implementation is led the Company
Management by SIBJ and its operating subsidiaries, of which
InvesCore NBFI and Pocket NBFI have Sustainability Committee and
ESG Manager. For the Group level a formal climate risk mandates are
still in development. The Management of the Company is tasked with
climate risk management role, integrating ESG materiality
assessments and scenario analyses into strategic planning. Senior
management is actively assessing material climate risks at
jurisdictional and entity levels. Efforts focus on improving energy
efficiency and reducing the Group’s carbon footprint in alignment
with global best practices.
2. Strategy
Climate‑Related Risks and Opportunities
As a financial group primarily engaged in lending and digital financial
services, ICFG’s exposure to climate‑related risks is predominantly
indirect and arises through its operations, customer base, and loan
portfolio rather than through carbon‑intensive production activities.
Physical risks—including extreme weather events and climate‑related
disruptions—may impact business continuity, branch operations,
data centres, and customer repayment capacity, particularly in
climate‑vulnerable regions. These risks could result in operational
downtime, increased costs, or higher credit risk if borrowers are
adversely affected by climate events.
Transition risks, such as changes in climate policy, regulatory
requirements, market expectations, and consumer behaviour, may
influence compliance obligations, operating costs, and reputational
considerations. The Group recognises that increasing regulatory
focus on climate disclosure and sustainable finance may shape future
lending practices and reporting requirements.
At the same time, climate change also presents opportunities for the
Group to support sustainable economic development. Through digital
financial inclusion, paperless processes, and technology enabled
lending solutions, the Group is able to reduce its environmental
footprint while enhancing operational efficiency. The Group’s digital
first operating model contributes to lower resource consumption and
reduced emissions associated with travel and paper use, while
improving access to financial services for underserved and rural
populations.
These initiatives may also create opportunities for the Group,
including improved access to impact focused funding, strengthened
stakeholder confidence, and the ability to support inclusive economic
growth through responsible and resilient financial intermediation.
Strategic Response and Resilience
ICFG’s strategy focuses on strengthening resilience to climate‑related
risks while capturing opportunities aligned with its core lending
business. Key strategic priorities include:
• Embedding climate considerations into lending and credit risk
assessments, particularly where borrowers or sectors may be
more exposed to physical climate risks.
• Advancing digitalisation across loan origination, contract
execution, and customer servicing to reduce emissions,
operational costs, and dependency on physical infrastructure.
• Improving operational energy efficiency and reducing the Group’s
carbon footprint through sustained energy management
initiatives at office and branch levels.
• Enhancing data quality and scenario assessment capabilities to
progressively align with TCFD‑recommended climate scenario
analysis over time.
Overview Chairman’s Statement Strategic Report Sustainability Report Task Force On Climate-Related Financial Disclosures (TCFD) Governance Consolidated Financial Statements
Task Force on Climate-Related Financial Disclosures (‘TCFD’)
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
55
3. Risk Management
Identification and Assessment of Climate Related Risks
Climate risks are considered alongside credit, operational,
reputational, and regulatory risks, with a focus on proportionality and
relevance to the Group’s lending and digital financial services
business.
At the operational level, management identifies physical climate risks
—such as extreme weather events, flooding, and heat stress—that
could disrupt office operations, branch networks, IT infrastructure, or
service delivery. These risks are assessed based on geographic
exposure, historical climate patterns, and observed operational
impacts.
At the portfolio level, the InvesCore NBFI and Pocket NBFI has
adheres to Climate Risk Management Policy and evaluate climate
related credit risk by assessing borrower exposure to climate
sensitive sectors, regions, and income instability arising from climate
events. InvesCore NBFI systematically conducts environmental and
social risk assessments as part of its credit decision making process in
order to identify and manage environmental and social risks
associated with lending activities. Under its Environmental and Social
Risk Management Procedures, InvesCore NBFI provides guidance to
clients classified as medium and high risk on measures to mitigate
environmental and social impacts and monitors the implementation
of the required actions.
Transition risks are assessed through monitoring of evolving
climate‑related regulations, disclosure requirements, market
expectations, and stakeholder scrutiny that could affect compliance
obligations, operating costs, or reputational standing.
Risk Management Processes
Climate‑related risks identified through subsidiary‑level Sustainability
committees and management reviews are escalated through existing
governance and risk reporting channels. These risks are assessed
based on potential financial impact, likelihood, and time horizon
(short‑, medium‑, and long‑term).
Where relevant, climate‑related risks are integrated into:
• Credit risk policies and borrower affordability considerations,
• Business continuity and operational resilience planning,
• Compliance and regulatory risk monitoring processes.
The Group currently applies qualitative risk assessment
methodologies for climate‑related risks, with plans to progressively
introduce more structured and data‑driven approaches, including
scenario analysis and stress testing, as internal capabilities mature.
Integration into Overall Risk Management
Climate‑related risks are not managed in isolation but are
incorporated into ICFG’s overall risk management framework.
Management reviews climate risks alongside other principal risks to
ensure consistency in mitigation actions, reporting, and
decision‑making.
As TCFD implementation advances, the Group intends to further
formalise risk thresholds, escalation criteria, and internal controls
related to climate‑related risks, ensuring alignment with regulatory
expectations and international best practices.
Overview Chairman’s Statement Strategic Report Sustainability Report Task Force On Climate-Related Financial Disclosures (TCFD) Governance Consolidated Financial Statements Additional Information
4. Metrics and Targets
Climate‑Related Metrics
ICFG monitors climate‑related performance using a combination of
operational and activity‑based metrics that are relevant to its
business model and current data availability. These metrics focus
primarily on energy use, emissions avoidance through digitalisation,
and environmental efficiency initiatives.
Key metrics currently tracked and disclosed include:
• Electricity consumption, monitored across head office and
branch operations;
• Energy intensity indicators, such as electricity consumption
per employee;
• Digital transaction volumes, including electronically processed
loans and contracts;
• Paper usage avoidance, reflecting emissions and natural
resource savings from digital lending processes;
• Avoided travel‑related emissions, resulting from remote and
digital customer engagement, particularly in rural areas.
Where emissions are estimated, the Group applies recognised
emission factors and clearly discloses the methodologies and
assumptions used.
Targets and Performance Monitoring
At present, ICFG does not maintain fixed, long‑term quantitative
climate targets at the Group level. Instead, the Group adopts a
progressive and pragmatic approach, focusing on continuous
improvement and measurable year‑on‑year performance gains.
• Reducing operational energy consumption per employee through
efficiency and behavioural initiatives;
• Increasing the proportion of digital contracts and paperless
transactions;
• Enhancing internal emissions data quality and consistency across
subsidiaries;
Progress against these priorities is monitored internally by
management and reported through ESG disclosures. As governance
structures, data systems, and analytical capabilities mature, the
Group intends to develop more formalised climate‑related targets
and expand metrics to align more closely with TCFD and emerging
IFRS Sustainability Disclosure Standards.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
56
Overview Chairman’s Statement Strategic Report Sustainability Report Task Force On Climate-Related Financial Disclosures (TCFD) Governance Consolidated Financial Statements Additional Information
Subsidiary Case Study: InvesCore NBFI
Climate Governance & Strategy
InvesCore NBFI integrates climate-related considerations into its
governance and strategy through Board oversight, executive
accountability, and dedicated environmental and social (E&S)
management structures. In 2025, the Company strengthened its
climate framework by approving a Climate Risk Management
Policy, updating its Environmental and Social Policy, and
committing to international standards including PCAF.
Climate Risk Management
Climate-related risks are embedded within the Company’s
enterprise risk management system and credit decision-making
process. Environmental and social risk assessments are conducted
for lending activities, with a focus on physical risks such as natural
disasters and longer-term transition risks linked to regulatory
change and market expectations.
Metrics & Baseline Emissions
2025 was established as InvesCore NBFI’s baseline year for
greenhouse gas emissions measurement in line with the GHG
Protocol and PCAF methodology.
• Operational emissions (Scope 1–3): 983.97 tCO₂e
• Financed emissions (Scope 3, motor vehicle loans): 15,825.61
tCO₂e
The financed emissions assessment covered 45.5% of the loan
portfolio and was conducted using PCAF Data Quality Score 4.
Forward Looking Actions
Building on this baseline, InvesCore NBFI plans to improve
financed emissions data quality, expand climate-related risk
analysis across loan portfolios, and scale green and low-carbon
financing products, supporting the transition to a more climate-
resilient financial portfolio.
Contribution to Group TCFD Reporting
The findings from InvesCore NBFI’s climate risk and emissions
assessments provide bottom up insights into climate related
credit, market, and operational risks, and support the Group’s
phased implementation of TCFD aligned reporting across
subsidiaries.
Subsidiary Case Study: Pocket NBFI
Overview
During 2025, Pocket NBFI strengthened its approach to identifying
and managing climate related risks and opportunities in line with
the TCFD framework. An ESG Materiality Assessment was
conducted to prioritise relevant climate factors, and emissions
data collection was enhanced to improve the completeness of the
subsidiary’s carbon inventory. As a people centric fintech
organisation, Pocket NBFI’s emissions profile is primarily driven by
electricity consumption (Scope 1) and business travel (Scope 3).
Climate Risk Approach
Pocket NBFI applies a forward looking climate risk management
process that addresses both physical and transition risks. Given its
digital business model and limited physical assets, direct exposure
to physical climate risks is assessed as relatively low. Climate
related risks are classified as emerging risks and are monitored
under the Company’s Risk Management Policy and Sustainability
Policy.
Regional Climate Risk Assessment
Pocket NBFI conducted a climate risk assessment by mapping
physical and transition risks across geographic regions based on
customer segments. The assessment identified potential impacts
on credit quality, market conditions, and operational efficiency,
including income volatility among climate exposed households
and SMEs, regional fluctuations in loan demand, and operational
challenges arising from infrastructure disruption, seasonal
economic activity, and population mobility.
Contribution to Group TCFD Reporting
The findings from Pocket NBFI’s assessment provide bottom up
insights into climate related credit, market, and operational risks
and support the Group’s phased implementation of TCFD-aligned
reporting.
Compliance Statement (pursuant to Section 14.3.27R of the Listing Rule)
As the Company is newly listed, the disclosures in this Annual Report do not yet fully incorporate climate-related financial disclosures in line
with all of the TCFD Recommendations and Recommended Disclosures. Therefore, the Annual Report includes selected disclosures and reports
from the Group’s operating subsidiaries that are aligned with the TCFD framework.
ICFG is currently focused on adopting and refining TCFD-aligned reporting across its operating subsidiaries and intends to implement full
Group-wide alignment through a measured and strategically phased approach. As climate-related metrics continue to evolve and data
availability improves, ICFG expects to enhance the quality and breadth of its disclosures in future reporting periods and intends to adopt the
TCFD framework as the basis for its climate reporting. Refer to page 54 for further details.
GOVERNANCE
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
57
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
58
In my role as Chair, my primary responsibility is to lead the Board in
establishing and maintaining an effective governance framework, clear
strategic direction and an appropriate culture to support the Group’s
long-term sustainable growth and value creation for shareholders and
other stakeholders.
As a company listed in the equity shares (transition) category, the
Company is not required to comply with the UK Corporate Governance
Code. Nevertheless, the Board is committed to maintaining high
standards of corporate governance and uses the UK Corporate
Governance Code as a benchmark, seeking to apply its key principles
where appropriate. The Board acknowledges that it does not currently
comply with all provisions of the Code; however, it remains focused on
progressively enhancing its governance framework over time and will
continue to report transparently to shareholders on its approach and
level of alignment.
To support the discharge of its responsibilities, the Board has
established Audit, Nomination, Remuneration and Risk Committees,
each operating under clearly defined terms of reference. The Board
meets on a quarterly basis, with additional meetings convened as
required, and is responsible for setting the Group’s strategic direction,
overseeing financial performance, and ensuring that appropriate
systems of internal control and risk management are in place. The
Directors act collectively in the best interests of the Company and its
shareholders, maintaining oversight of the Group’s operations across
its markets.
The Board is committed to maintaining high standards of business
conduct and governance, supported by formal policies including anti-
corruption and bribery measures and a share dealing code. As the
Group continues to develop as a listed business, the Board will
continue to strengthen its governance structures and practices to
ensure they remain fit for purpose and aligned with regulatory
expectations and stakeholder interests.
ANKHBOLD BAYANMUNKH
CHAIRMAN
25 JUNE 2026
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Corporate Governance Introduction Consolidated Financial Statements Additional Information
CORPORATE GOVERNANCE
INTRODUCTION
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
59
BOARD OF DIRECTORS
The Board of Directors 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 comprises members with varied professional backgrounds and nationalities, bringing together
a wide spectrum of skills and experience that supports effective oversight and well-rounded Board discussions.
During FY25, Mr. Ankhbold Bayanmunkh (Chairman), Mr. Hirohito Namiki and Mr. Amar Lkhagvasuren were appointed to the Board on 12
February 2025 pursuant to the reverse acquisition; Ms. Enkhmaral Batkhuyag was appointed to the Board on 1 November 2025; Mr. Yuji Ono was
appointed on 18 November 2025; and Mr. Oliver Stuart Fox and Mr. Robert George Shepherd resigned as Directors on 19 August 2025 and 18
November 2025, respectively, following completion of the transaction.
On 28 February 2026, Mr. Amar Lkhagvasuren resigned as Independent Non-Executive Director in order to pursue a government-related role in
Mongolia which may give rise to a potential conflict of interest. The Board consisted of following Directors as at 31 December 2025:
Ankhbold Bayanmunkh
Chairman, Executive Director
Appointed to the board in February 2025
Experience and competencies
Ankhbold Bayanmunkh has over 17 years of
experience of working in management
consultancy, IT management, financial
technology, and human resource
management. He began his career in 2006
as a Senior Consultant at Abeam Consulting,
one of Japan’s largest consulting firms,
where he specialized in project
management, supply chain management,
business process re-engineering, and IT
management. In 2012, he joined Shunkhlai
Group, Mongolia’s second-largest
conglomerate, as Vice President, overseeing
human resources and IT management. In
2016, Ankhbold co-founded InvesCore NBFI
and has served as Chairman of the Board of
InvesCore NBFI from 2018 until February
2026.
He is one of the current Directors of
InvesCore NBFI and Chief Executive Officer
of SIBJ.
Ankhbold holds a Bachelor of Business
Administration and an MBA with a
specialization in corporate strategy from
Ritsumeikan Asia Pacific University in Japan.
He is based in Ulaanbaatar, Mongolia, and is
fluent in English.
Other current appointments
Board member
• Abico LLC
• AILL
• iCore Partners LLC
• Innovation Investment JSC
Committee membership
Nomination (Chair)
Enkhmaral Batkhuyag
Chief Executive Officer, Executive
Director
Appointed to the board in November 2025
Experience and competencies
Enkhmaral Batkhuyag has over 14 years of
experience in legal practice and investment
banking. Before joining InvesCore Capital
LLC in 2018, she worked as an attorney-at-
law and partner at a leading law firm in
Mongolia, specializing in corporate law,
business law, and mergers and acquisitions.
At InvesCore Capital, she previously served
as Chief Operations Officer, where she
played a key role in leading InvesCore NBFI’s
initial public offering on the Mongolian
Stock Exchange. Her underwriting projects
include IPOs, FPOs, bonds, and asset-
backed securities.
Enkhmaral has provided strategic legal
counsel across the group, covering areas
such as mergers and acquisitions, funding
from international institutions, and
sandboxing innovative projects. She
currently serves as the Chief Executive
Officer of ICFG Limited and as a Board
Director of InvesCore NBFI.
Enkhmaral holds a Bachelor of Law from the
School of Law at the National University of
Mongolia, an LL.M from City University of
London (UK), and an MBA from Nanyang
Business School, Nanyang Technological
University (Singapore). She is based in
Singapore and fluent in English.
Other current appointments
• N/A
Committee membership
Nil
Hirohito Namiki
Executive Director
Appointed to the board in February 2025
Experience and competencies
Hirohito Namiki is an accomplished finance
professional with over 30 years of
experience in banking and international
business. He began his career in 1992 at
Mitsubishi UFJ Trust and Banking
Corporation, one of Japan’s largest trust
banks, where he gained significant expertise
in international business through
collaborations with global affiliates and
advisory services for high-net-worth
individuals.
In August 2014, he founded InvesCore Japan
Co., Ltd., and in March 2016, he was
appointed Director of InvesCore NBFI. He
currently serves as Chief Executive Officer of
ICFG PTE Ltd. Complementing his financial
expertise, Hirohito is also a registered Japan
Real Estate Transaction Agent, underscoring
his diverse skill set and strong foundation in
the finance industry.
Hirohito earned a Bachelor of Arts in
Economics from Keio University in 1992,
became a U.S. Certified Public Accountant
(WA) in 2002, and holds an MBA in Business
Strategy & Organisation Analysis from
Simon Business School, University of
Rochester, USA, graduating in 2005. He is
based in Singapore and fluent in English.
Other current appointments
• Board member
• InvesCore Japan Co., Ltd
• Alesco Ventures OÜ
• IVC Estonia OÜ
Committee membership
Nil
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Board of Directors Consolidated Financial Statements Additional Information
Nicola Jane Walker
Non-Executive Director
Appointed to the board in October 2021
Experience and competencies
Nicola Walker has over 20 years of
experience as a non-executive director, with
a strong background in investment
management across significant assets
under management (AUM) ranging from life
sciences to property. In 2003, Nicola
founded Schroders Private Equity Services in
Guernsey to raise the Group’s profile in the
Eurozone. Following its acquisition by JP
Morgan, she became Managing Director of
JP Morgan Private Equity Services. Nicola
has built a portfolio of independent non-
executive directorships in the private equity
and alternative assets space. During her
tenure in administration, she collaborated
with fintech platform providers to
implement forward-thinking technology
solutions, enhancing efficiency in external
reporting and investor communications.
Nicola is a member of the Institute of
Directors in Guernsey and previously served
on the committee of administrators of the
Guernsey Investment Funds Association
from 2018 to 2020.
Nicola graduated from Nottingham Trent
University and is a Fellow of the Institute of
Chartered Governance. She is based in
Guernsey and speaks both French and
German.
Other current appointments
• Board member
• Schroder Venture Managers
(Guernsey) Limited
• Saltus C1 Limited
• Guernsey Portfolio PCC Limited
• Guernsey Special Opportunities GP
Limited
• Calunius GP 3 Limited
• DBG Management GP (Guernsey)
Limited
• Committee member, Business Beats
Cancer Guernsey, affiliated with Cancer
Research UK
Committee membership
Remuneration (Chair)
Nomination
Audit
Risk
Amar Lkhagvasuren
Non-Executive Director
Appointed to the board in February 2025
Experience and competencies
Amar Lkhagvasuren has over 23 years of
experience in the banking and finance
sector. He began his career at the Central
Bank of Mongolia in 2001, where he held
various roles, including Project Coordinator
for the World Bank Financial Capacity
Development Project. From 2011 until late
2019, Amar worked at the Asian
Development Bank (ADB), where he had
multiple responsibilities, including
macroeconomic analysis, forecasting, and
policy advisory. He played a key role in
formulating strategies and developing
business plans for ADB’s activities in
Mongolia. Amar serves as the Chief
Executive and Secretary-General of the
Mongolian Bankers Association. He is also
an active member of the boards of several
prestigious institutions, including the
Banking and Finance Academy of Mongolia
and the Mongolian Sustainable Finance
Association.
Amar holds a Master of Science in Banking
and Finance from the Luxembourg School of
Finance and a Bachelor’s degree in
Economic Studies from the National
University of Mongolia. He is based in
Ulaanbaatar Mongolia and is fluent in
English.
Other current appointments
• Chief Executive and Secretary-General,
Mongolian Bankers Association
• Board member
• Tuushin LLC
• Mongolian Green Finance
Corporation LLC
• Banking and Finance Academy of
Mongolia
• Deposit Insurance Corporation of
Mongolia
• Credit Guarantee Fund of Mongolia
• Sustainable Finance Association of
Mongolia
Committee membership
Risk (Chair)
Nomination
Audit
Remuneration
Yuji Ono
Non-Executive Director
Appointed to the board in November 2025
Experience and competencies
Yuji Ono is an attorney-at-law admitted in
Japan and New York, with over 30 years of
professional experience. He has extensive
experience in corporate and international
legal practice, investment management,
and trust business. His career has included
senior management positions within the
Mitsubishi UFJ Financial Group and several
Tokyo law firms. He currently serves as
President and as an Outside Audit &
Supervisory Board Member for several start-
up companies. In addition, Yuji Ono has
served as an Outside Director and as an
Audit & Supervisory Committee Member for
a company listed on the Prime Market of the
Tokyo Stock Exchange. Yuji holds an LL.B
from Keio University (Japan), an LL.M from
University of Pennsylvania Law School (USA)
and an J.D. from Seikei University Law
School (Japan). He is based in Tokyo and is
fluent in English.
Other current appointments
• Outside Director and Audit &
Supervisory Committee Member, Wacom
Co., Ltd.
• President, Syndic Trust Corporation
• President, M&P Investment Compliance
Corporation
Committee membership
Audit (Chair)
Remuneration
Risk
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
60
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Board of Directors Consolidated Financial Statements Additional Information
Board Committees Overview
The Board has established the Audit, Nomination, Remuneration and Risk Committees, to which responsibility for certain matters has been
delegated. Each Committee has written terms of reference setting out its roles and responsibilities, and the extent of the authority delegated by
the Board. The terms of reference are available on the Company’s website.
Audit Committee
The Audit Committee, led by Yuji Ono as Chair, consists of Nicola Walker and Amar Lkhagvasuren as at 31 December 2025. This committee is
chiefly responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the
annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. The Audit Committee
meets at least three times annually, aligning with the reporting and audit schedule.
Nomination Committee
As at 31 December 2025, the Nomination Committee comprises Ankhbold Bayanmunkh as chair, Amar Lkhagvasuren and Nicola Walker, and shall
meet not less than twice a year. The Nomination Committee shall lead the process for Board appointments and make recommendations to the
Board. The Nomination Committee shall evaluate the structure, size and composition of the Board, undertaking succession planning, leading the
process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing
directors. The balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepare a description
of the role and capabilities required for a particular appointment.
Remuneration Committee
The Remuneration Committee comprises Nicola Walker as chair, Amar Lkhagvasuren and Yuji Ono as at 31 December 2025, and shall meet not
less than twice a year. The Remuneration Committee is responsible for the review and recommendation of the scale and structure of
remuneration for Directors and senior management, including any bonus arrangements or the award of share options with due regard to the
interests of the Shareholders and other stakeholders.
Risk Committee
The Risk Committee was chaired by Amar Lkhagvasuren during FY25 and comprises Nicola Walker and Yuji Ono, and shall meet not less than
four times a year. The Risk Committee is responsible for reviewing the categorisation, monitoring and overall effectiveness of the Company’s risk
assessment and internal control processes.
Following Mr. Lkhagvasuren’s resignation as director on 28 February 2026, the Committee continues to operate in accordance with its terms of
reference, which provide for the appointment of a Chair from among its members. A Chair will be formally designated in due course.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
61
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Board of Directors Consolidated Financial Statements Additional Information
Board and committee meetings overview
An annual Board and Committee meeting schedule is agreed in advance to help ensure the availability of all directors. At each scheduled Board
meeting, the Board receives reports from the CEO on the performance and results of the Group. Meetings are structured to ensure that there is
sufficient time for consideration and debate on all matters. The Board and Committees invite representatives from the executive directorsand
third-party providers to provide presentations where necessary.
Additional information is also circulated to Directors between meetings, including relevant updates on business and key issues that impact the
Group. On a monthly basis, the Board receives a management report covering operations, financial situation, treasury, risk, human resources,
legal and compliance matters.
Board activities
Governance structure after reverse acquisition
Following the reverse listing, the Board focused on establishing a
governance framework appropriate for a multi-jurisdictional
operating model, including a clear delegation of authority to support
alignment between strategic oversight at the Company level and
operational execution across the Group. In reviewing the proposed
decision-making matrix, the Board considered the appropriate level
of control over budgets and capital allocation, and concluded that
refinements were required to ensure that such strategic matters
remained reserved for the Company, supported by defined approval
thresholds and escalation protocols. In parallel, the Board initiated a
reforecasting of subsidiary budgets to align with the post-listing
structure and strategic priorities.
Following detailed review, the Board assessed the transaction’s
strategic alignment and the Company’s financial capacity to execute
the investment, and subsequently approved the transaction. The
process also informed the development of a more formalised
investment evaluation framework to support consistent and efficient
decision-making for future opportunities.
The Board evaluated the strategic investment in Insur LLC as part of
the Group’s expansion into digital insurance services. The
opportunity was considered in the context of the Group’s broader
fintech strategy, with focus on its commercial structure, risk profile
and regulatory environment.
Financing facility with Helicap
The Board oversaw the evaluation and execution of a secured debt
financing arrangement with Helicap Income Opportunities Fund as
part of a broader Group funding initiative. The structure, involving a
couple of Group entities as co-borrowers with associated guarantees
and security, was reviewed in detail, including key commercial terms,
covenant obligations and cost implications. The Board approved the
transaction following legal and commercial review, recognising its
importance in strengthening liquidity and supporting working capital
requirements.
1
Appointed to the Board on 12 February 2025
2
Appointed to the Board on 12 February 2025 and resigned on 28 February 2026
3
Appointed to the Board on 1 November 2025
4
Appointed to the Nomination Committee on 21 November 2025
5
Resigned from the Board and Committees on 19 August 2025
6
Resigned from the Board and Committees on 18 November 2025
7
Appointed to the Board on 18 November 2025
The following table provides a summary of meetings held by the Board and its Committees in FY25. It also includes details on the attendance of
each relevant member at these meetings:
Director Independent Board Audit Nomination Remuneration Risk
Ankhbold
Bayanmunkh
1
No 14/17 N/A 4/4 N/A N/A
Amar
Lkhagvasuren
2
Yes 11/17 1/3 4/4 1/2 3/4
Enkhmaral
Batkhuyag
3
No 2/17 N/A N/A N/A N/A
Hirohito Namiki
1
No 13/17 N/A N/A N/A N/A
Nicola Walker
4
Yes 17/17 3/3 N/A 2/2 4/4
Oliver Fox
5
No 7/17 3/3 N/A N/A N/A
Robert Shepherd
6
Yes 12/17 1/3 4/4 0/2 2/4
Yuji Ono
7
Yes 1/17 1/3 N/A 1/2 2/4
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
62
CORPORATE GOVERNANCE REPORT
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Corporate Governance Report Consolidated Financial Statements Additional Information
Acquisition of Insur LLC
Investor relations
The Board recognised the importance of developing a more
structured investor relations approach following admission to the
London Stock Exchange (the ‘Admission’), particularly in light of share
price performance and market liquidity considerations. It agreed to
engage its broker and public relations advisers to support the
development of a comprehensive investor relations strategy,
including regular market feedback and investor targeting. The Board
also reviewed planned investor engagement activities, including
participation in market events and meetings with potential investors,
aimed at enhancing market visibility and supporting future
fundraising.
Delegated management structure
ICFG Limited (Guernsey)
Tier 1: London Listed Head Company
The Tier 1 London Listed Head Company is
responsible for compliance with the London Stock
Exchange (LSE) and the Financial Conduct Authority
(FCA), managing shareholder correspondence and
compliance for listed company, defining group
business strategy and fundraising from UK investors.
ICFG Pte Ltd (Singapore)
Tier 2: Singapore Corporate Headquarters
The Tier 2 Singapore Headquarters is responsible for
overseeing overall group operations, defining annual
business plan, budgeting, financial reporting, making
operational decisions and leading South-East Asian
expansion.
Tier 3: Operational Headquarters
The Tier 3 Mongolian Headquarters focuses on
managing the operations in Mongolia and Central
Asia, developing and implementing business
strategies at the operational level, making
operational decisions and coordinating regional
projects and partnerships.
Tier 4 & 5: Operating Companies and Operating
Subsidiaries
The Tier 4 and 5 Operational Companies and their
subsidiaries will focus on their respective growth,
profitable operations and increasing their market
share, and will focus on effective cooperation within
the Group.
The Group operates a multi-layered management structure designed
to balance centralised strategic oversight with effective local
execution. The Company, as the London-listed holding company,
retains responsibility for Group strategy, capital allocation, regulatory
compliance and shareholder engagement. Operational oversight is
delegated to ICFG Pte. Ltd. as the Singapore corporate headquarters,
which drives Group performance through business planning,
budgeting and execution of strategic initiatives. At the regional level,
SIBJ Capital LLC oversees operations across Mongolia and Central
Asia, while operating companies and their subsidiaries are
responsible for day-to-day business activities, including revenue
generation and market development. Each level maintains its own
governance structures, including boards and key management
personnel, ensuring accountability and alignment across the Group.
A structured delegation of authority framework underpins this model,
with clearly defined approval responsibilities across the organisation.
Core planning processes, including business plans and budgets, are
coordinated across all levels and consolidated for approval at the
Company level, ensuring alignment with Group strategy.
Within approved parameters, operational decision-making such as
expansion and investment activities is delegated to regional and local
management to enable timely execution. For matters outside the
ordinary course of business or above defined thresholds, escalation
to the Company’s Board is required, ensuring appropriate oversight
of significant capital commitments and strategic transactions.
The framework is further supported by defined controls over
governance and reserved matters, including conflicts of interest,
market disclosure, dividend decisions, remuneration and share
incentive arrangements. The Board retains oversight of key risk areas,
including share trading and the handling of inside information,
supported by Group-wide policies implemented across subsidiaries.
Responsibilities for leadership appointments, shareholder decision-
making and operational execution are clearly delineated, with senior
appointments and overall policy direction governed at the Board level
and implementation delegated to management. This integrated
approach enables efficient decision-making at the appropriate level
while maintaining robust governance, transparency and alignment
with shareholder interests.
Board composition
During FY2025, the Board comprised six members, including three
non-executive directors. Following the resignation of Amar
Lkhagvasuren on 28 February 2026, the size of the Board reduced to
five members, of whom two are non-executive directors. This results
in non-executive directors representing less than half of the Board.
The Board is actively progressing the search for an additional
independent non-executive director and to further strengthen the
independence and balance of the Board. The Board considers that
this is a priority area of focus within its ongoing succession and board
composition review process.
Director re-election process
The re-election of Directors is governed by the Company’s Articles of
Association, The Companies (Guernsey) Law, 2008, (as amended), and
other applicable regulations and policies. All Directors of the
Company were re-elected at the Annual General Meeting (‘AGM’) held
on 23 December 2025. During the next AGM, we present all Directors
for re-election, ensuring continuous evaluation and accountability.
Director information and professional development
Every Director has been thoroughly briefed on their roles,
responsibilities, and liabilities by the Group's adviser, specifically
tailored to their position in a listed company. ICFG actively
encourages its Directors to stay informed about industry
developments and to participate in training programmes that aid
them in their roles.
In addition to formal Board meetings, the Chairman is readily
accessible to other Non-Executive Directors for discussions about any
concerns they might have regarding the Group or their specific
responsibilities. The Chairman ensures they are well-informed about
ongoing matters related to the Group’s operations.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Corporate Governance Report Consolidated Financial Statements Additional Information
Viability assessment
The Board has assessed the longer-term prospects of the Group over
a period from 1 January 2026 to 31 December 2027 (the ‘Viability
Period’). This period reflects the Group’s medium-term strategic
planning horizon and the stage of development following listing, as
well as the evolving nature of its operating and funding structure and
the reliability of forecasting over longer horizons. The Board
considers a two-year period to be appropriate and proportionate in
the context of the Group’s business model and operating
environment.
The assessment is based on the Group’s approved financial
projections, together with liquidity and covenant monitoring analysis,
regulatory capital and liquidity assessments, and stress testing under
severe but plausible downside scenarios. In performing the
assessment, the Board identified liquidity and funding risk, covenant
compliance risk and credit risk as the principal risks most likely to
influence the Group’s viability over the assessment period.
Accordingly, the downside scenarios considered the combined effects
of constrained access to external funding and refinancing,
heightened lender scrutiny following covenant breaches, elevated
funding costs, deterioration in asset quality, increased credit losses
and reduced loan origination to preserve liquidity. Reverse stress
scenarios were also considered to identify circumstances that could
threaten the Group’s viability, including simultaneous acceleration of
multiple lending facilities and prolonged inability to refinance funding
obligations.
The assessment also considers the Group’s reliance on continued
access to funding sources, including domestic and cross-border
lending arrangements and ongoing engagement with existing
lenders, as well as the availability of management actions to preserve
liquidity under stressed conditions. These mitigating actions include
reduction in loan disbursements, prioritisation of collections,
utilisation of short-duration portfolio cash flows, and utilisation of
available funding headroom.
Based on this assessment, the Board has a reasonable expectation
that the Group will be able to continue in operation and meet its
liabilities as they fall due over the Viability Period to 31 December
2027.
The viability assessment draws on, but is distinct from, the Group’s
going concern assessment as set out in Note 2.5 to the consolidated
financial statements, which focuses on the Group’s ability to meet its
obligations as they fall due, covenant compliance and funding
obligations and includes consideration of material uncertainties
relating to covenant compliance.
Risk committee’s role in risk assessment
The Risk Committee plays a vital role in aiding the Board with its
responsibilities to review these matters. The Board has undertaken a
thorough evaluation of the primary risks confronting the Group,
including those posing a threat to its business model, future
performance, solvency, or liquidity. A detailed analysis of these
principal risks and the mitigations implemented is provided on page
38.
External audit and assurance
Following a change of external auditor detailed on page 66, Ernst &
Young LLP was appointed as the Group's auditor for the fiscal year
ending 31 December 2025.
Board performance assessment and evaluation
The Board undertakes an ongoing process of performance evaluation
covering the Board as a whole, its Committees and individual
Directors. This includes consideration of the balance of skills,
experience, independence and knowledge required to support the
Group’s strategy and operations.
The Chairman facilitates the evaluation of the Board and its
Committees. The performance of the Chairman is considered as part
of the Board’s overall evaluation process, with reference to the
independent challenge provided by the Non-Executive Directors and
the governance safeguards described in the Senior Independent
Director section below.
The evaluation process is currently conducted on an informal basis,
reflecting the Company’s stage of development. The Board recognises
the importance of a more formal and structured evaluation process,
including the assessment of the Chairman, and will keep its approach
under review as the Company continues to evolve.
Senior Independent Director
The Board has not appointed a Senior Independent Director. Given
the size of the Board, its transitional governance structure following
Admission, and the active role of the Non-Executive Directors
collectively in providing independent oversight, the Board considers
that the functions typically undertaken by a Senior Independent
Director are currently fulfilled through the combined role of the Non-
Executive Directors.
In line with best governance practice, the Board intends to consider
the appointment of a Senior Independent Director during 2026, to
further strengthen the Group’s governance framework post-
Admission, including by providing an independent mechanism for the
appraisal of the performance of the Executive Chair and acting as an
additional point of contact for shareholders where appropriate.
Share dealing code
Following Admission, ICFG has implemented a share dealing code
applicable to the Directors and certain employees, in accordance with
the UK version of the Market Abuse Regulation, particularly in
relation to dealings during close periods. ICFG is committed to
ensuring compliance by the Directors and applicable employees with
this code.
Accountability and audit framework
The Board is responsible for ensuring the maintenance of a sound
internal control environment (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 Group.
The Audit Committee is tasked with scrutinising the internal control
mechanisms, which include systems, policies, and processes
concerning tendering, authorisation of expenditure, fraud
prevention, and the internal audit strategy.
It is important to note that the internal control system aims to
manage the risk of not meeting business objectives rather than
eliminating it entirely, thereby offering reasonable but not absolute
assurance against significant misstatement or loss.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview
The Audit Committee supports the Board in fulfilling its oversight
responsibilities in relation to the integrity of the Group’s financial
reporting, the effectiveness of internal control and risk management
systems, and the independence and effectiveness of the external
audit process. In accordance with its Terms of Reference, the
Committee monitors the integrity of the Company’s financial
statements and related disclosures, reviews significant accounting
policies, estimates and judgements, and considers whether the
Annual Report and Accounts, taken as a whole, are fair, balanced and
understandable. The Committee also oversees the Group’s internal
financial control environment, the work and effectiveness of the
internal audit function, and the relationship with the external auditor,
including reviewing the audit plan, audit findings and auditor
independence.
The Committee is also responsible for reviewing the effectiveness of
the Group’s internal control and risk management systems and for
overseeing the coordination between internal and external audit
activities. It makes recommendations to the Board on matters
including the appointment, reappointment and remuneration of the
external auditor, and reviews the scope and results of the external
audit. In performing its duties, the Committee has full access to
management, internal audit and the external auditor, and may obtain
independent professional advice where necessary.
Membership
The Audit Committee was chaired by Robert Shepherd, who resigned
and was replaced by Yuji Ono on 18 November 2025. As of 31
December 2025, the Audit Committee comprised Yuji Ono (Chair),
Nicola Walker and Amar Lkhagvasuren, all of whom served as
independent non-executive directors and were considered by the
Board to be independent.
Subsequent to the year end, Amar Lkhagvasuren resigned from the
Board, and accordingly from the Audit Committee, on 28 February
2026. The Board is currently considering the appointment of a
replacement independent non-executive director to the Committee.
The qualifications of each of the Board members are outlined in the
biographies on page 59. The Board considers that the current
members of the Audit Committee have sufficient skills, qualifications
and experience to discharge their duties in accordance with the
Committee’s terms of reference.
Meetings
The Committee met regularly during the year in line with the financial
reporting and audit cycle, with a minimum of three scheduled
meetings each year and additional meetings held as required. The
Chief Financial Officer and the lead partner of the external auditor are
regularly invited to attend Committee meetings, together with other
members of management where appropriate, to provide updates and
respond to questions from the Committee.
During FY25, the Audit Committee held three meetings and:
1. reviewed FY24 audit completion report and Annual Report;
2. reviewed significant audit risks and corresponding findings from
the external auditor;
3. reviewed H1-25 Interim Results;
4. made recommendation to the Board for approval of financial
report and results; and
5. discussed and considered the following audit focus areas
throughout the FY25 external audit process:
Focus areas Details of the focus areas Conclusion and actions
Accounting
treatment of the
reverse acquisition
transaction
The Committee considered the
appropriate accounting
treatment for the reverse
acquisition completed during
the year, including the
assessment of whether the
transaction should be
accounted for under IFRS 3
Business Combinations or IFRS
2 Share-based Payment. In
particular, the Committee
reviewed management’s
analysis of whether ICFG
Limited, as the accounting
acquiree, met the definition of
a ‘business’ under IFRS 3.
Management performed a
detailed technical assessment
and concluded that ICFG
Limited did not meet the
definition of a business under
IFRS 3. Accordingly, the
reverse acquisition has been
accounted for as a share-
based payment transaction
within the scope of IFRS 2.
Management prepared a
technical memorandum
supporting this conclusion and
discussed the analysis with the
external auditor.
Going concern
assessment
The Committee reviewed
management’s assessment of
going concern, including the
preparation of detailed cash
flow forecasts covering the
period to 31 July 2027. This
included consideration of base
case and severe but plausible
downside scenarios, with
particular focus on covenant
breaches under certain
borrowing arrangements,
cross-default provisions, and
the potential for lender
acceleration of borrowings.
The Committee considered
management’s forecasts, key
assumptions and sensitivity
analyses, including the
potential impact of
accelerated repayment
scenarios and the availability
of mitigating actions. These
included access to existing
liquidity resources, domestic
funding channels and planned
capital raising initiatives. The
Committee also considered
the status of covenant
compliance and lender
engagement. The Committee
concurred with management’s
assessment that the going
concern basis of preparation is
appropriate, noting the
material uncertainties
disclosed in the financial
statements.
Expected credit loss
on financial assets
The Committee considered the
Group’s ECL assessment,
which was a key area of
judgement during the year.
The allowance for ECL
increased during FY25, in line
with deterioration in
underlying asset quality and
changes in the composition of
the loan portfolio. The
Committee also considered
updates to the Group’s credit
risk measurement approach,
which enhanced the sensitivity
and forward-looking nature of
ECL estimation.
Management presented the
drivers of the increase in ECL,
including higher credit risk in
certain portfolio segments and
changes in portfolio mix
towards higher-yielding
unsecured lending. The
Committee reviewed the key
judgements applied in
determining ECL and the
associated disclosures. The
Committee was satisfied that
the ECL methodology and
related assumptions were
appropriate and consistently
applied, and that sufficient
disclosure had been provided
in the financial statements.
AUDIT COMMITTEE REPORT
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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In connection with completion of the FY25 year-end reporting and
external audit process, including activities undertaken in early FY26,
the Committee also considered matters relating to the Group’s credit
risk monitoring, expected credit loss assessment and going concern
assessment. The Committee discussed these areas with management
and the external auditor as part of the year-end financial reporting
process.
Change of External Auditor
During FY25, the Committee oversaw the process relating to the
change of the Group’s external auditor. Following a formal tender
process, the Board approved the appointment of Ernst & Young LLP
as auditor of the Group for the financial year ended 31 December
2025, replacing PKF Littlejohn LLP.
The Committee noted that EY Mongolia Audit LLC, a member firm of
the EY global network, had previously been appointed as auditor of
the Group’s subsidiary SIBJ Capital LLC and its subsidiaries. The
Committee considered that appointing Ernst & Young LLP as Group
auditor would enhance audit coordination and efficiency across the
Group by enabling greater alignment between the parent company
audit and the audits of key operating subsidiaries.
The Committee also received a confirmation from PKF Littlejohn LLP
that there were no matters connected with its resignation that
required disclosure to shareholders.
Re-appointment of External Auditor
The Committee will discuss and make necessary recommendations to
the Board regarding the re-appointment of auditor at the upcoming
Annual General Meeting. Ernst & Young LLP offers themselves for re-
appointment.
Objectivity and Independence
The Audit Committee continues to monitor the objectivity and
independence of the Group’s external auditor. The committee is
satisfied that Ernst & Young LLP and the Group have appropriate
policies and procedures in place to ensure that these requirements
are not compromised.
External Auditor’s Fee for Non-Assurance Services
The Audit Committee has put in place a policy governing the
provision of non-assurance services by the Group’s auditor, and the
specific communication requirements about the proposed non-
assurance services and fee-related matters.
Fees paid during the year for audit and non-assurance services are
disclosed in Note 9 to the consolidated financial statements.
Whistleblowing
The Group has adopted a formal anti-fraud and whistleblowing policy
which aims to promote a very open dialogue with all its employees
which gives every opportunity for employees to raise concerns about
possible improprieties in financial reporting or other matters.
Anti-Bribery and Corruption
The Board has adopted a formal anti-corruption and bribery policy,
and is committed to acting ethically, fairly and with integrity in all its
endeavours and compliance of the code is closely monitored.
Market Abuse Regulations
The Group is required to comply with article 18(2) of the Market
Abuse Regulation (‘MAR’) with reference to insider dealing and
unlawful disclosure of inside information. The FCA requires traded
companies to maintain insider lists as set out in the MAR. The Board
has put in place an inside information policy and MAR compliance
process. This and the Company’s regulatory announcements are
overseen by the Board of Directors.
YUJI ONO
CHAIR OF THE AUDIT COMMITTEE
25 JUNE 2026
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Audit Committee Report Consolidated Financial Statements Additional Information
NOMINATION COMMITTEE REPORT
Overview
The Nomination Committee plays a key role in supporting the Board
in ensuring that the composition, leadership and governance of the
Board remain appropriate to support the Group’s long-term strategy
and sustainable growth. The Committee operates under formal terms
of reference approved by the Board and aligned with the expectations
of the UK Corporate Governance Code.
The Committee comprises a majority of independent non-executive
directors and is responsible for regularly reviewing the structure, size
and composition of the Board, including the balance of skills,
experience, independence and diversity required to meet the Group’s
evolving needs. In fulfilling this role, the Committee considers the
strategic direction of the Group, developments in the markets in
which it operates and the leadership capabilities required to support
the Group’s continued expansion.
The Committee is chaired by the Executive Chairman. While this
differs from the typical UK Corporate Governance Code expectation
that the Nomination Committee should be chaired by an independent
non-executive director, the Board considers this arrangement
appropriate in the context of the Group’s transitional governance
structure following Admission. Importantly, the Committee’s terms of
reference include a quorum requirement of at least two independent
non-executive directors, which ensures that independent non-
executive directors are required to be present for the valid
transaction of Committee business, thereby providing an appropriate
safeguard for independent oversight and decision-making.
A key responsibility of the Committee is to oversee succession
planning for both Board and senior management positions. The
Committee seeks to ensure that the Group maintains an appropriate
pipeline of potential candidates and that appointments are made
through a structured and merit-based process. When considering
potential appointments, the Committee evaluates the existing
balance of expertise on the Board and identifies the competencies
and experience required to complement and strengthen the Board’s
overall effectiveness.
The Committee also reviews the time commitment and performance
of non-executive directors, makes recommendations to the Board
regarding appointments, re-appointments and committee
memberships, and ensures that appropriate induction and ongoing
training are available to directors. Through these activities, the
Committee aims to maintain a well-balanced and effective Board
capable of providing strong governance and strategic oversight for
the Group.
Membership
As of 31 December 2025, the Nomination Committee comprised
Ankhbold Bayanmunkh as Chair, Nicola Walker and Amar
Lkhagvasuren. Robert Shepherd served as a member of the
Committee until his resignation from the Board on 18 November
2025.
Subsequent to the year end, Yuji Ono was appointed to the
Committee on 28 January 2026, while Amar Lkhagvasuren resigned
from the Board and accordingly stepped down from the Nomination
Committee on 28 February 2026.
Except for Ankhbold Bayanmunkh, all members served as
independent non-executive directors and were considered by the
Board to be independent.
Meetings
The Committee met on four occasions in FY25 to:
1. review the succession arrangements for the CEO, including
recommending the appointment of Enkhmaral Batkhuyag as
Interim CEO following the resignation of Oliver Fox;
2. review composition, the skills matrix and capability requirements
of the Board, particularly in light of director resignations and the
need to maintain appropriate expertise in governance, legal and
listed company matters;
3. review and approve the role specifications and recruitment criteria
for key executive positions, including the CEO and CFO;
4. consider regulatory governance requirements, including UK
Corporate Governance Code expectations and FCA diversity
reporting requirements for listed companies; and
5. identify and evaluate candidates for independent Non-Executive
Director roles, including reviewing candidate profiles interviewing
candidates and recommending Yuji Ono for appointment to the
Board.
Changes to the Board
Changes to the Board in FY25 were detailed in page 59.
Directors’ skillsets
The Nomination Committee regularly reviews the qualifications,
experience and skillsets of the Directors to ensure that the Board
maintains an appropriate balance of expertise and competencies to
support the Group’s strategic objectives. For details of experience and
competencies of Directors, please refer to page 59.
Division of Responsibilities
Notwithstanding the Executive nature of the Chair role, the Board
operates on the basis that all Directors collectively retain
responsibility for the oversight and direction of the Group, with the
Executive Chair and Chief Executive Officer responsible for distinct
and clearly delineated executive and governance functions. All Board
members share collective responsibility for the long-term success of
the Company, with decisions being taken by the Board as a whole
rather than by individual Directors.
Outlined below are the defined roles and duties of the Executive
Chairman, the Chief Executive Officer, Non-Executive Directors, and
the Company Secretary:
Executive Chairman: The primary role of the Executive Chairman
involves leading the overall effectiveness of the Board, setting and
promoting high standards of corporate governance, setting the
Board's agenda (in consultation with the Chief Executive Officer and
Company Secretary), and facilitating effective communication
between Directors.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Nomination Committee Report Consolidated Financial Statements Additional Information
In addition, in an executive capacity, the Executive Chairman is
involved in the oversight of strategic execution of Board-approved
initiatives and maintains engagement with key shareholders and
stakeholders to support alignment between strategy and execution.
Chief Executive Officer (CEO): The CEO’s key duties include
implementing the Group’s strategy in coordination with the Board,
handling new and existing investment opportunities, overseeing day-
to-day management of the Group, executing Board decisions,
managing key risks, acting as the primary spokesperson for ICFG, and
liaising with external parties such as investors, analysts, and media.
From 20 August 2025, Enkhmaral Batkhuyag assumes the role of
interim CEO and she is accountable to the Board as a whole, with
regularly liaison with the Executive Chair to ensure alignment of
execution with Board direction. With effect from 2 March 2026, she
was appointed Chief Executive Officer on a permanent basis.
Non-Executive Directors (NEDs): The NEDs provide independent
oversight of management performance and constructively challenge
executive proposals. They ensure that strategy, performance, risk
management and governance arrangements are robust, and that
executive decision-making is subject to appropriate scrutiny at Board
level. NEDs have access to management and independent advice as
required to fulfil their oversight responsibilities.
Company Secretary: The Company Secretary's responsibility is to
ensure that Board procedures are correctly followed and that all
relevant regulations and rules are adhered to.
Board Diversity
The Board supports the principle of boardroom diversity, of which
gender and ethnicity are two important aspects. The Board’s aim is to
have a broad range of approaches, backgrounds, skills, knowledge
and experience represented and to make appointments on merit
against objective criteria, including diversity in its broadest sense.
The Board believes that this will promote the long-term sustainable
success of the Company and generate value for all shareholders by
ensuring there is cognitive diversity among the Directors and the
challenge needed to support good decision making.
To this end, achieving a diversity of perspectives and backgrounds on
the Board will be a key consideration in any future Director search
process. The Board will encourage any search agencies it engages to
find a diverse range of candidates that meet the criteria agreed for
each appointment and, from the shortlist, aim to ensure that a
diverse range of candidates is brought forward for interview.
The Board gives due regard to the diversity targets in the FCA’s UK
Listing Rules and will not discriminate unfairly on the grounds of
gender, ethnicity, age, sexual orientation, disability or socio-economic
background when considering the appointment of new directors.
Candidates’ educational and professional backgrounds, their
cognitive and personal strengths, will be considered against the
specification prepared for each appointment.
Implementation of the Board’s Diversity Policy
The Board reports against the targets set out in the FCA’s UK Listing
Rules 22.2.30R(1)(a). These require that at least 40% of individuals on
the board are women; at least one of the senior board positions of
Chair, SID, CEO and CFO is held by a woman, and at least one
individual on the board is from a minority ethnic background.
Number of
board
members
Percentage
of the board
Number of
senior
positions on
the board
Number in
executive
managem
ent
Percentage
of executive
managem
ent
Gender
Men 4 66.7% 1 2 66.7%
Women 2 33.3% 1 1 33.3%
Not specified /
prefer not to say
– – – – –
Ethnicity
White British or
other white
1 16.7% – – –
Mixed/multiple
ethnic groups
– – – – –
Asian
5 83.3% 2 3 100%
Black
– – – – –
Other ethnic
groups
– – – – –
Prefer not to say
– – – – –
At 31 December 2025, the Board comprised three non-executive
Directors. Two of the three targets are met because at least one
Director is ethnically diverse and at least one of the senior Board
positions is held by a woman. The Board did not meet the target on
gender diversity of at least 40% of women on the board. However, the
Board is committed to meeting this target and will consider gender
diversity when future appointments are made as part of its
recruitment criteria.
Succession planning
The Committee considered a draft succession planning framework
intended to support the orderly renewal and long-term effectiveness
of the Board. The framework outlines high-level principles for Board
composition, tenure and the maintenance of an appropriate balance
of skills and experience among Directors. While the framework was
tabled for discussion and received constructive input from Committee
members, it has not yet been formally adopted. The Committee will
continue to refine the framework, taking into account the Group’s
evolving governance needs and strategic direction, with the intention
of finalising and recommending it to the Board for approval in due
course.
Reappointment of Directors
Prior to the most recent Annual General Meeting held on 23
December 2025, the Nomination Committee reviewed the
performance, contribution and ongoing suitability of each Director
and recommended to the Board that all Directors standing for re-
election be proposed to shareholders. Accordingly, Nicola Walker,
Ankhbold Bayanmunkh, Hirohito Namiki, Amar Lkhagvasuren,
Enkhmaral Batkhuyag and Yuji Ono were each submitted for re-
election and were duly re-elected by shareholders at the meeting.
The Committee will undertake a similar assessment ahead of the
forthcoming Annual General Meeting and will make
recommendations to the Board regarding the re-election of Directors
as appropriate.
ANKHBOLD BAYANMUNKH
CHAIR OF THE NOMINATION COMMITTEE
25 JUNE 2026
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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ICFG LIMITED
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FINANCIAL STATEMENTS 2025
69
REMUNERATION COMMITTEE REPORT
On behalf of the Board, I am pleased to present the Remuneration
Committee Report for the financial year ended 31 December 2025.
The Committee’s role is to ensure that the Group’s remuneration
framework supports the long-term strategy of ICFG, while aligning
the interests of executive management with those of shareholders
and other stakeholders.
During the year, the Committee focused on establishing an
appropriate remuneration framework following the Group’s reverse
acquisition to the London Stock Exchange. Particular attention was
given to ensuring that remuneration structures are clear,
proportionate and aligned with sustainable long-term value creation.
In doing so, the Committee considered the requirements of the QCA
Code, as well as the evolving needs of a growing international
financial services group. The Committee believes the approach
adopted during the year supports the attraction, retention and
motivation of high-quality leadership while maintaining appropriate
governance and accountability.
Overview
The Remuneration Committee operates under terms of reference
approved by the Board and reviewed periodically to ensure continued
effectiveness. The Committee comprises independent non-executive
directors and is responsible for determining the remuneration policy
for the Company’s Chair, Executive Directors and senior management,
within the parameters approved by the Board and, where required,
shareholders.
The Committee’s responsibilities include designing remuneration
policies and incentive structures that support the Group’s long-term
strategic objectives and align management performance with
sustainable shareholder value. In carrying out its duties, the
Committee considers a range of factors including market practice,
regulatory expectations, individual and Group performance, and the
need to ensure remuneration outcomes remain proportionate and
consistent with the Group’s culture and risk framework.
The Committee normally meets at least twice annually and maintains
ongoing dialogue with key members of the Group’s leadership and
governance framework, including the Board Chair, Chief Executive
Officer, Chief Financial Officer, Head of Human Resources and external
advisers where appropriate. The Committee also reviews workforce
remuneration policies and oversees the design and implementation
of incentive arrangements, including share-based incentive plans,
ensuring these promote long-term shareholding and alignment with
shareholder interests.
Membership
As of 31 December 2025, the Remuneration Committee comprises
Nicola Walker (Chair), Amar Lkhagvasuren and Yuji Ono, all of whom
served as independent non-executive directors and were considered
by the Board to be independent.
Subsequent to the year end, Amar Lkhagvasuren resigned from the
Board, and accordingly from the Remuneration Committee, on 28
February 2026. The Board is currently considering the appointment of
a replacement independent non-executive director to the Committee.
Meetings
During FY25, the Committee held 2 meetings and:
1. reviewed and updated the terms of reference of the Committee to
adopt a more flexible structure regarding committee membership
2. considered and recommended the remuneration for a newly
appointed non-executive director, following his appointment to
the Board during the year
3. discussed the remuneration of the Interim Chief Executive Officer
and agreed to defer a review until the Company’s financial
position allows and the longer-term leadership structure is
clarified
4. discussed the remuneration framework and indicative
compensation parameters for the recruitment of a permanent
Chief Financial Officer
Remuneration Policy
The Company has not yet adopted a formal remuneration policy. As
the first financial year following the reverse acquisition to the London
Stock Exchange, the Remuneration Committee has focused primarily
on establishing appropriate governance arrangements and reviewing
key executive and director remuneration matters as they arise. The
Committee intends to develop a formal remuneration policy during
the forthcoming period, guided by principles appropriate for a listed
company, including ensuring that remuneration structures support
the Group’s long-term strategy, align the interests of executive
management with those of shareholders, and remain transparent,
proportionate and performance-linked.
The Committee expects that a formal remuneration policy will be
finalised and presented to shareholders for approval at the
Company’s forthcoming AGM, in line with applicable corporate
governance expectations and market practice.
Executive Directors’ Letters of Appointment
All Executive Directors signed letters of appointment with the
Company upon appointment, as summarised as follows:
Executive
Director
Appointment
Date
Minimum
Term
Notice Period Annual
director’s fee
Ankhbold
Bayanmunkh
12 February
2025
18 months
six months’
notice in
writing
£75,000
Hirohito
Namiki
12 February
2025
18 months
six months’
notice in
writing
£75,000
Oliver Fox
1
12 February
2025
18 months
six months’
notice in
writing
£75,000
Enkhmaral
Batkhuyag
1 November
2025
N/A
six months’
notice in
writing
£75,000
1
Prior to the reverse acquisition, Oliver Fox had a letter of appointment as Executive Director
with the Company. Such letter was replaced by a revised letter of appointment detailing his
re-appointment effective from 12 February 2025, and it was subsequently terminated on 19
August 2025 upon his resignation as an Executive Director.
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Remuneration Committee Report Consolidated Financial Statements Additional Information
Non-Executive Directors’ Letters of Appointment
All Non-Executive Directors also signed letters of appointment with
the Company upon appointment for the provision of Non-Executive
Director’s services, as summarised as follows:
Non-Executive
Director
Appointment
Date
Notice Period Annual director’s
fee
Nicola Walker
1
12 February 2025
three months’
notice in writing
£55,000
Robert Shepherd
2
12 February 2025
three months’
notice in writing
£55,000
Amar
Lkhagvasuren
3
12 February 2025
three months’
notice in writing
£36,000
Yuji Ono 18 November 2025
three months’
notice in writing
£36,000
1
Prior to the reverse acquisition, Nicola Walker had a letter of appointment as Non-Executive
Director with the Company. Such letter was replaced by a revised letter of appointment
detailing her re-appointment effective from 12 February 2025.
2
Prior to the reverse acquisition, Robert Shepherd had a letter of appointment as Non-
Executive Director with the Company. Such letter was replaced by a revised letter of
appointment detailing his re-appointment effective from 12 February 2025, and it was
subsequently terminated on 18 November 2025 upon his resignation as a Non-Executive
Director.
3
The letter of appointment of Amar Lkhagvasuren was terminated on 28 February 2026
upon his resignation as a Non-Executive Director.
The Non-Executive Directors’ remuneration reflects the anticipated
time commitment to fulfil their duties. Non-Executive Directors do not
receive benefits, a pension or compensation on termination of their
appointments or bonus.
Payment for loss of office
The Committee will respect and uphold the contractual entitlements
of Directors as set out in their respective letters of appointment.
These letters do not include liquidated damages provisions. In the
event of termination, the Committee will consider any mitigation or
compensation on a case-by-case basis and determine what it
considers to be fair and reasonable in the circumstances. The
Company does not have any arrangements with its Directors or
employees that provide for compensation for loss of office or
employment arising from a takeover or change of control.
The Committee also retains the discretion to approve additional
payments where such payments are considered appropriate,
including where they are made in good faith to satisfy an existing
legal obligation (or as damages for breach of such obligation), or as
part of a settlement or compromise of claims arising in connection
with the termination of an Executive Director’s appointment or
employment.
The Directors held 50.83% of the total share capital of the Company
as of 31 December 2025 (2024: 0%). None of the Directors hold any
interest in warrants or share options of the Company as of 31
December 2025 (2024: nil).
Remuneration Summary
Remuneration paid to the Directors is summarised in the table below:
Salary/fees
USD
Pension
USD
FY25 Total
USD
FY24 Total
USD
% Change
Executive Directors
Ankhbold
Bayanmunkh
1
46,273 4,092 50,365 – –
Enkhmaral
Batkhuyag
2
32,334 – 32,334 – –
Hirohito
Namiki
1
351,325 – 351,325 – –
Oliver Fox
3
131,433 – 131,433 228,701 (43%)
Sub-total 565,457 4,092 565,457 228,701 147%
Non-Executive Directors
Amar
Lkhagvasuren
4
42,880 – 42,880 – –
Nicola Walker 66,227 – 66,227 31,950 107%
Robert
Shepherd
4
59,338 – 59,338 31,950 86%
Yuji Ono
5
6,468 – 6,468 – –
Sub-total 174,913 – 174,913 63,900 174%
Total 736,278 4,092 740,370 292,601 153%
1
Appointed on 12 February 2025
2
Appointed on 1 November 2025
3
Resigned on 19 August 2025
4
Resigned on 18 November 2025
5
Appointed on 18 November 2025
Directors’ Shareholdings
The shareholdings of Directors in office in the Company as of 31
December 2024 and 2025 are shown below.
31 December 2025 31 December 2024
No. of shares % holding No. of shares % holding
Executive Directors
Ankhbold
Bayanmunkh
72,914,415 35.75% – –
Enkhmaral
Batkhuyag
– – – –
Hirohito Namiki
1
30,751,684 15.08% – –
Oliver Fox
2
– – 1,000,000 5.06%
Sub-total 103,666,099 50.83% 1,000,000 5.06%
Non-Executive Directors
Amar
Lkhagvasuren
3
– – – –
Nicola Walker – – – –
Robert Shepherd – – – –
Yuji Ono – – – –
Sub-total – – – –
Total 103,666,099 50.83% 1,000,000 5.06%
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
70
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Remuneration Committee Report Consolidated Financial Statements Additional Information
Apart from the Executive Directors’ Letters of Appointment, each
Executive Director, except for Oliver Fox, receives a fixed salary under
their respective employment agreements with certain subsidiaries of
the Group. Details of the total remuneration paid to Executive
Directors can be found in the Remuneration Summary section below.
1
This includes shares held by IC Japan LLC and IVC Estonia OÜ, both of which are controlled
and beneficially owned by Hirohito Namiki.
2
Oliver Fox resigned on 19 August 2025 as an Executive Director.
3
Amar Lkhagvasuren resigned on 28 February 2026 as a Non-Executive Director.
The Directors held 50.83% of the total issued shares of the Company
as of 31 December 2025 (2024: 0%). None of the Directors hold any
interest in warrants or share options of the Company as of 31
December 2025 (2024: nil).
Relative Spend on Pay
The following table presents the relative expenditure of dividends
against employee costs.
FY25
USD'000
FY24
USD'000
% Change
Dividends paid to
shareholders
– – N/A
Employee costs 12,543 8,985 40%
Workforce Engagement
During FY25, formal structured engagement with the wider workforce
on remuneration matters has not yet been implemented. The
Committee recognises the importance of such engagement in
supporting transparency and alignment between executive
remuneration and broader workforce pay principles, and intends to
develop and implement an appropriate framework for workforce
engagement during future reporting periods as the Group’s
governance structures continue to evolve.
Historical Share Price Performance
The share price of the Company has experienced a decline during
FY25. The Board does not believe that this movement necessarily
reflects the underlying operational performance or intrinsic value of
the Group. Rather, it is considered to be largely attributable to
technical and market factors associated with a reverse acquisition
transaction, including the presence of legacy shareholders who were
admitted prior to the reverse acquisition and may have sought to
realise liquidity following Admission.
In addition, the Company currently has a relatively limited free float
and trading volume, which can contribute to greater share price
volatility and downward pressure when shares are placed into the
market. The Board will continue to monitor trading conditions and
market engagement as the Company establishes a longer track
record as a listed entity, and will review this disclosure annually to
ensure it remains appropriate and compliant with applicable
regulatory expectations.
Mar’25 Apr’25 May’25 Jun’25 Jul’25 Aug’25 Sep’25 Oct’25 Nov’25 Dec’25
55
50
45
40
35
30
25
20
15
10
Result of AGM
ICFG held the most recent AGM on 23 December 2025, with the
following results relating to directors’ remuneration:
Resolution Votes For Votes Against Votes Withheld
The Board of Directors of the
Company be authorised to
determine the Directors’
remuneration, for each
Executive and Non-Executive
Director, provided that no
Director shall vote in relation
to their own remuneration
165,513,983 140 Nil
99.99991% 0.00009% 0%
This report was approved by the Board of Directors on 25 June 2026
and signed on its behalf by:
NICOLA WALKER
CHAIR OF THE REMUNERATION COMMITTEE
25 JUNE 2026
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
71
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Remuneration Committee Report Consolidated Financial Statements Additional Information
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
72
RISK COMMITTEE REPORT
Overview
The Risk Committee supports the Board in fulfilling its oversight
responsibilities in relation to the reviewing the Company’s and
Group’s risk management and internal control framework. In
accordance with its Terms of Reference, the Risk Committee provides
oversight of the Group’s risk framework across the parent company
and its major subsidiaries. Its responsibilities include advising the
Board on the Group’s overall risk appetite, tolerance and strategy,
and assessing the principal and emerging risks relevant to achieving
long term strategic objectives. The Committee continually seeks
assurance on a wide range of risk exposures, including threats to the
business model, operational and transactional risks, capital and
insolvency risks, market, liquidity and counterparty risks, and conduct
related exposures. It also oversees financial crime risks such as anti
money laundering, counter terrorist financing, and anti bribery and
corruption. Further areas of oversight include governance and
reporting risks, material litigation, reputational risk, ESG
considerations, ethical codes, information security and cyber risk,
health and safety, business continuity, and major incident risk, along
with compliance with applicable laws. Sector specific risks, such as
regulatory and legal risks, investment, insurance and credit portfolio
risks, regulatory stress testing, asset impairments, and risk trends or
concentrations, are also monitored.
The Committee advises the Board on the likelihood and impact of
principal risks materialising and the effectiveness of mitigation plans,
ensuring that risk management measures are sufficient to reduce
incidence or impact. It reviews the risk implications of strategic
initiatives, including acquisitions and disposals, to ensure alignment
with the Group’s stated risk appetite, supported by appropriate due
diligence and, where needed, independent external advice.
In support of the Board’s statutory reporting responsibilities, the
Committee reviews the effectiveness of the Group’s risk management
and internal control systems, including procedures for identifying and
managing principal and emerging risks. It evaluates the Group’s risk
appetite, associated stress testing, and the principal risks considered
in the Board’s assessment of long‑term prospects. It also reviews and
approves the internal control and risk management statements for
inclusion in the annual report.
The Committee oversees the adequacy and security of mechanisms
for employees, contractors and external parties to raise concerns
confidentially, ensuring these channels allow for proportionate and
independent investigation and appropriate follow‑up. It reviews fraud
detection procedures, the effectiveness of anti‑bribery systems,
reporting from the Money Laundering Reporting Officer, and the
wider compliance function to ensure appropriate systems and
controls are maintained.
The Committee also assesses the Group’s overall risk exposures,
including solvency and liquidity risks, and evaluates the effectiveness
of risk management processes, internal control frameworks and their
ability to identify, monitor and manage risks. It reviews the capability
of these systems to detect new and emerging risks, considers the
cost‑effectiveness of controls, and ensures management implements
timely corrective actions where required. Furthermore, it reviews the
Group’s ability to reduce the likelihood and impact of principal risks
and considers whether organisational values, culture and reward
systems support effective risk management across all levels of the
business. Finally, the Committee ensures the Chief Risk Officer has
direct access to the Board Chair and the Committee, supporting
independent risk oversight.
Membership
The Risk Committee was chaired by Amar Lkhagvasuren as of 31
December 2025, who resigned on 28 February 2026 and was replaced
by Nicola Walker. As of 31 December 2025, the Risk Committee
comprised Amar Lkhagvasuren (Chair), Yuji Ono, and Nicola Walker,
all of whom served as independent non-executive directors and were
considered by the Board to be independent.
Subsequent to the year end, Amar Lkhagvasuren resigned from the
Board, and accordingly from the Risk Committee, on 28 February
2026. The Board is currently considering the appointment of a
replacement independent non-executive director to the Committee.
The qualifications of each of the Board members are outlined in the
biographies on page 59. The Board considers that the current
members of the Risk Committee have sufficient skills, qualifications
and experience to discharge their duties in accordance with the
Committee’s Terms of Reference.
Meetings
During FY25, the Committee held 4 meetings and:
1. discussed the Group Authorisation and Decision‑Making Matrix
and Investment Decision Tree and resolved to make
recommendations to the Board
2. discussed the Group Risk Management Report template and
resolved to make recommendations to the Board
3. discussed the Connect Life Business Acquisition
4. reviewed Risk and internal control framework of SIBJ and
subsidiaries
5. reviewed UK Corporate Governance Code Requirement and
resolved to assess and make recommendations to the Board
Focus areas Details of the focus areas Conclusion and actions
Group
Authorisation and
Decision‑Making
Matrix and
Investment
Decision Tree
The Committee reviewed the
Governance Structure Proposal,
including the Group
Authorisation and
Decision‑Making Matrix and the
Investment Decision Tree. The
framework establishes clear
and structured delegation of
authority across the Group,
clarifies roles and
responsibilities, and formalises
the investment approval
thresholds, including the USD 5
million threshold requiring
Board approval.
The Committee approved both
documents as working
governance tools. Minor
refinements will continue to be
made, particularly to improve
visual clarity and workflow
definition. The framework will
be tabled to the Board for
adoption, and a more
structured investment review
process will be implemented.
Risk and internal
control framework
of subsidiaries
Following the reverse
acquisition, the Committee
considered the SIBJ and
operating subsidiaries’ Risk and
Control System presented by
the SIBJ Chief Risk Officer. The
framework provides for
quarterly reporting of high level
risks across SIBJ and its
subsidiaries and incorporates
the Group’s Risk Registry as a
core component for ongoing
risk identification, monitoring
and assessment. A
comprehensive Risk Registry
exists at SIBJ Group level and
was tabled to the Committee.
Although currently in
Mongolian, it will be translated
into English for Committee use.
The Committee noted that the
combination of quarterly risk
reporting, the Group Risk
Management Report template,
and the Risk Registry forms the
foundation of the Group’s
overall risk oversight model.
The Committee agreed next
steps, including translation of
the Risk Registry and the
commencement of quarterly
reporting. The Registry will
underpin the assessment of
principal and emerging risks.
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Risk Committee Report Consolidated Financial Statements Additional Information
Focus areas Details of the focus areas Conclusion and actions
Group Risk
Management
Report template
The Committee reviewed the
Group Risk Management Report
template prepared by the SIBJ
Chief Risk Officer. The template
consolidates key risk exposures,
risk appetite metrics, heat maps
and mitigation plans,
supporting a consistent
Group‑wide view of principal
and emerging risks. It also
evaluates risk appetite and
mitigation strategies to inform
the Board’s assessment of
long‑term prospects.
The Committee approved the
template, requesting minor
amendments to clarify the
distinction between inherent
and residual risks and to refine
the presentation of mitigation
measures. Once updated, the
template will be recommended
to the Board for approval and
adopted as the basis for
quarterly risk reporting from
FY2026.
UK Corporate
Governance Code
Requirement
The Committee considered the
Company’s compliance with the
UK Corporate Governance
Code, particularly the
requirement for the Board to
confirm that it has carried out a
robust assessment of emerging
and principal risks in the Annual
Report.
The Committee acknowledged
that the Company is not
required to comply with the UK
Corporate Governance Code.
Nevertheless, it noted the
Board’s commitment to
maintaining high standards of
corporate governance and to
using the Code as a benchmark,
applying its key principles
where appropriate.
The Committee agreed to
undertake an assessment of
compliance and to make
recommendations to the Board.
This will include finalising the
risk matrix, integrating it with
the Risk Register and the new
reporting template, and
enhancing the ongoing
monitoring of Code
requirements as part of the
Committee’s workplan.
Decision‑Making and Authorisation Framework
The Risk Committee recognised the importance of a clear and
effective decision-making and authorisation framework across the
Group in support of robust governance, accountability, and risk
management. In line with the principles of the UK Corporate
Governance Code, the Committee reviewed the proposed framework
to ensure that it provides appropriate oversight while enabling timely
and efficient decision-making.
In conducting its review, the Committee considered the Group’s
organisational structure, the allocation of responsibilities between
the Board, management, and operational entities, and the need for
decisions to be taken at an appropriate level consistent with the
Group’s risk appetite. The Committee concluded that the framework
appropriately balances delegation and control and confirmed its
support for implementation.
The Committee further noted that the framework will be kept under
regular review and enhanced as the Group evolves. In particular, it
was agreed that the framework will be further developed in 2026 to
formally incorporate an escalation matrix, aligned with the Group’s
risk management and internal control arrangements.
In 2026, the Risk Committee and the Board will continue to enhance
governance and control by working more closely with the boards of
operating subsidiaries, particularly InvesCore NBFI. This approach is
expected to further strengthen escalation processes and
transparency across the Group, improve the quality of information
provided to stakeholders, and ensure that robust and effective
oversight measures are consistently applied.
For details of the delegated management structure, please refer to
page 63.
Investment Decision Making Process
The Risk Committee recognised the critical importance of a
structured and consistent investment decision-making process to
support the Group’s expansion strategy and long-term value creation.
In line with the principles of the UK Corporate Governance Code, the
Committee reviewed the Group’s proposed investment decision tree
to ensure that investment decisions are subject to appropriate
scrutiny, risk assessment, and governance oversight.
In its review, the Committee considered how investment proposals
are evaluated across key dimensions, including strategic alignment,
financial impact, risk profile, regulatory considerations, and execution
capability. Particular emphasis was placed on ensuring that material
investments are escalated to the appropriate governance bodies,
with clear delineation of responsibilities between management, the
Executive Committee, and the Board, in accordance with the Group’s
risk appetite.
The Committee concluded that the investment decision tree provides
a robust framework for assessing and authorising investment
opportunities, supporting disciplined capital allocation while enabling
timely decision making. The Committee acknowledged that this
framework is fundamental to the Group’s continued growth and
expansion into new markets and business lines.
The Committee further noted that the investment decision making
framework will be kept under regular review and refined as the
Group’s scale and complexity increase, including further alignment
with the Group’s risk policy and escalation arrangements. The
Investment decision tree is outlined as below.
Start
Is the investment included in
Prospectus and/or approved
Business Plan?
Is it within of ordinary course
of business/existing locations
of the company?
Respective decisions and
resolutions will be made at the
respective board (if no Board then
immediate shareholder) of each
company within the ICFG group.
YES
Respective decisions and
resolutions will be made at the
respective board (if no Board then
immediate shareholder) of each
company within the ICFG group.
YES
Investment recommendation
memo* carried out by the
company will be approved by
respective board (if no Board then
immediate shareholder) and will be
presented to the Board of ICFG
Limited for final approval**
YES
Is the investment amount no more
than USD 5 million?
YES
YES
Investment recommendation memo* carried out by
the company will be approved by respective board (if
no Board then immediate shareholder) and will be
presented to the Board of ICFG Limited for final
approval**.
Operational HQ/ SIBJ Executive
Committee will approve based on
Investment recommendation
memo* and notify ICFG Limited
Board (within 5 days) for RNS
information disclosure.
NO
NO
NO
Is it investment into a new
sector NOT included in
Prospectus and Business Plan
(i.e. credit scoring)
NO
Is it investment into a new
country NOT included in
Prospectus and Business Plan
(i.e. U.S)
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
73
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Risk Committee Report Consolidated Financial Statements Additional Information
*Including executive summary, market opportunity, business overview, financials, competition,
management, rationale, risks, valuation & deal structure, and exit strategy.
** The Company prepares the memo in English and submits it at least 14 days before the Board meeting.
The Risk Committee reviews it and sends recommendations within 7 days. The Board meets within 7 days of
receiving the recommendation to decide on approval.
Risk Assessment of Investment and Divestment
During FY2025, the Risk Committee assessed two substantive risk
assessment reports from an M&A and Group portfolio optimisation
perspective. The assessments considered the financial, regulatory,
and operational risk profiles of each initiative and informed decisions
relating to investment and divestment within the Group.
Project ‘Connect Life’ – Life and Health Insurance Initiative
The Risk Committee also reviewed the risk assessment report for
Project ‘Connect Life’, which evaluates the proposed entry into the
Mongolian life and health insurance market. The Committee noted
that the assessment identified a broad range of financial, operational,
regulatory, and market risks typical of a start‑up and early‑stage
insurance business.
From a financial perspective, the Committee discussed risks
associated with initial capital investment, short‑term profitability
pressures, liquidity management, and currency exposure, particularly
given the lack of historical claims data and uncertainty around
underwriting assumptions in an underdeveloped insurance market.
The Committee further noted risks arising from regulatory and
licensing requirements, evolving insurance regulation, and potential
delays or changes in regulatory implementation, all of which could
affect the timing and scale of operations. Operational considerations
included talent retention, technology and cyber‑security risks, and
reputational risks linked to brand establishment and customer trust.
While acknowledging these risks, the Committee noted that the
exposure is primarily prospective and incremental, with defined
mitigation strategies identified to support market entry, scalability,
and longer‑term value creation. The assessment was noted as
informing the Group’s evaluation of emerging risks rather than
representing an immediate threat to current financial performance.
On this basis, the Committee and the Board approved investment in
Project ‘Connect Life’, which resulted in the establishment of the
Connect Life digital life insurance business, marking the Group’s entry
into the life and health insurance sector.
Core Development and Engineering LLC and its project
The Risk Committee reviewed the risk assessment report relating to
the Core Development infrastructure project. The Committee noted
that the project is subject to heightened financial, regulatory, and
reporting risks, primarily driven by developments in the Mongolian
tax and regulatory environment.
Key financial risks discussed included significant tax liabilities arising
from the recognition of funds received as taxable revenue,
compounded by subsequent tax authority notices issued in
December 2025 that retrospectively disallowed previously recognised
deductions. The Committee noted that these developments
materially increase tax exposure and place pressure on cash flow,
while also creating uncertainty around financial planning
assumptions.
The Committee also considered the mandatory free transfer of
infrastructure to the Government as a condition for tax incentives,
together with restrictions on generating post‑benefit revenue. It was
noted that these conditions effectively result in the project operating
as a prolonged cost centre, leading to sustained negative cash flows
and limited opportunities to recover sunk costs.
MEMBERS OF THE REMUNERATION COMMITTEE
25 JUNE 2026
NICOLA WALKER YUJI ONO
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
74
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Risk Committee Report Consolidated Financial Statements Additional Information
The cumulative effect of these risks was noted as potentially having
an adverse impact on the Group’s consolidated profitability, liquidity
position, and investor sentiment in the FY2025 Financial Statements.
After considering all relevant risk factors, the Committee and the
Board resolved to remove Core Development and Engineering LLC as
a subsidiary of the Group, in order to mitigate ongoing financial
exposure and protect shareholder value.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
75
DIRECTORS’ REPORT
The directors submit their report together with the audited
consolidated financial statements of ICFG Limited (the ‘Company’)
and its subsidiaries (together, the ‘Group’) for the year ended 31
December 2025.
Company Information
ICFG Limited is a publicly listed 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 the
acquisition of the entire issued and paid-up share capital 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 Annual Report.
The principal activity of ICFG Limited is the provision of technology-
driven financial services in emerging markets, primarily in financial
services and microfinance, capital market services, AI and IT services,
real estate management.
Results
The profit for the year before taxation amounted to USD 15.7 million
(2024: USD 31.9 million).
Dividends
The Directors do not recommend the payment of a dividend for the
year (2024: nil).
The Company’s present aim is to retain earnings for future use within
its business operations. The Board does not have plans to declare any
dividends until it becomes commercially prudent to do so.
Directors’ Liability Insurance and Indemnities
During the year, the Group maintained insurance cover for its
Directors and Officers under a Directors’ and Officers’ liability
insurance policy. The Group has not provided any qualifying
indemnity cover for the Directors.
Directors and Directors’ interests
The directors during the year and up to the date of this report were:
• Mr. Ankhbold Bayanmunkh (appointed on 12 February 2025)
• Mr. Oliver Stuart Fox (resigned on 19 August 2025)
• Mr. Hirohito Namiki (appointed on 12 February 2025)
• Mr. Robert George Shepherd (resigned on 18 November 2025)
• Ms. Nicola Jane Walker
• Mr. Amar Lkhagvasuren (appointed on 12 February 2025 and
resigned on 28 February 2026)
• Ms. Enkhmaral Batkhuyag (appointed on 1 November 2025)
• Mr. Yuji Ono (appointed on 18 November 2025)
The beneficial interests of these Directors and their connected parties
in the issued shares of the Company are included in the
Remuneration Report on page 69.
Ordinary Shares
Details of the movements of the Ordinary Shares of the Company are
set out in Note 27 to the consolidated financial statements.
Substantial Shareholdings
As of 30 April 2026, the Company has been notified of the following
interests of 3% or more in its issued shares:
Number of shares % holding
Ankhbold
Bayanmunkh
72,914,415 35.75%
Kawazoe Takaaki 27,833,341 13.65%
Hirohito Namiki 21,340,798 10.46%
Munkh-Ochir
Batbayar
19,851,687 9.73%
IC Japan LLC 7,634,424 3.74%
IVC Estonia OÜ 6,357,116 3.12%
The Company is not aware of any changes to the above holdings
between 30 April 2026 and the date of this report.
Corporate Governance
A report on Corporate Governance can be found in the Corporate
Governance Report on page 62. The Corporate Governance Report
forms part of this directors’ report and is incorporated into it by cross
reference.
Political Donations
No charitable or political donations were made during the year (2024:
nil)
Directors’ Remuneration
Directors’ remuneration is disclosed in the Remuneration Report on
page 70.
ESG
ESG is disclosed in the Governance Report on page 50.
Provision of Information to Auditor
The Directors confirm that, so far as they are individually aware, there
is no relevant audit information of which the Company’s auditor is
unaware; and each Director has taken all the steps that they ought to
have taken as Director to make themselves aware of any relevant
audit information and to establish that the auditor is aware of that
information.
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Directors’ Report Consolidated Financial Statements Additional Information
Post Balance Sheet Events
Details of post balance sheet events are disclosed in Note 35 of the
consolidated financial statements.
AGM
This report and the consolidated financial statements will be
presented to shareholders for their approval at the Company’s AGM.
The Notice and date of the AGM will be notified to the shareholders
on the website and through an RNS.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report,
Report of the Directors and the financial statements in accordance
with applicable law and regulations. Company law requires the
Directors to prepare financial statements for each financial year.
Under that law the Directors have elected to prepare the consolidated
financial statements of the Group in accordance with IFRS Accounting
Standards issued by IASB, including interpretations issued by the IFRS
Interpretations Committee (IFRIC), and the requirements of the
Companies (Guernsey) Law, 2008, (as amended). Under Company Law
the Directors must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of affairs
of the Group and the Company and the profit or loss of the Group
and the Company for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgments and accounting estimates that are reasonable,
relevant and reliable;
• present information, including accounting policies, in a manner
that provides relevant reliable, comparable and understandable
information;
• state whether applicable IFRS Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Company
will continue in business; and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or the Company or cease operations
or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to
ensure that the financial statements comply with the Companies
(Guernsey) Law, 2008, (as amended).
The Directors are responsible for such internal controls as they
determine are necessary to enable the preparation of financial
statements that are free from material misstatement. Whether due to
fraud or error and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report and
Corporate Governance Report that comply with that law and those
regulations.
Change in Accounting Framework
During FY25, the Group changed its accounting framework from UK-
adopted IASs to IFRS Accounting Standards issued by IASB. Further
details are set out in Note 2.1 to the consolidated financial
statements. The Directors concluded that the change in accounting
framework has not resulted in any material changes to the
recognition, measurement or presentation of amounts reported in
prior periods.
Directors’ Responsibility Statement Pursuant to Disclosure and
Transparent Rules
Each of the Directors, whose names and functions are listed on page
59 confirm that, to the best of their knowledge:
• The financial statements of the Company and the Group, which
have been prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group and
Company and the undertakings included in the consolidation
taken as a whole; and
• The Strategic Report and Directors’ Report includes a fair review of
the development and performance of the business and the
position of the Group and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
The Annual Report and financial statements, taken as a whole, are
fair, balanced and understandable to provide the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy.
Going Concern
As detailed in Note 2.5 to the consolidated financial statements, the
Directors have concluded that material uncertainties exist that may
cast significant doubt over the Group’s ability to continue as a going
concern, arising from:
1. The uncertainty as to whether lenders will exercise their
contractual rights to demand accelerated repayment of
borrowings following breaches of debt covenants under certain
borrowing arrangements; and
2. The uncertainty regarding the timing and the extent to which
management mitigating actions could be implemented in the
event such accelerated repayment demands arise.
As at the reporting date and up to the date of this report, no lender
had exercised its contractual rights to demand accelerated
repayment. The Group is not in default of any principal or interest
payments in respect of its borrowings at all times. Having assessed
the financial projections, downtrend analysis and mitigations, the
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence from the date of
approval of these consolidated financial statements and through to
31 July 2027.
This report was approved and authorised for issued by the Board on
25 June 2026 and signed on its behalf by:
ENKHMARAL BATKHUYAG
CHIEF EXECUTIVE OFFICER
25 JUNE 2026
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Directors’ Report Consolidated Financial Statements Additional Information
The consolidated financial statements have been audited by Ernst &
Young LLP who retire and, being eligible, offer themselves for re-
appointment.
Auditor The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation
and dissemination of the financial statements may differ from
legislation in other jurisdictions.
CONSOLIDATED FINANCIAL STATEMENTS
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED
Opinion
We have audited the financial statements of ICFG Limited (the “Company”) and its subsidiaries (together, the “Group”) for the year ended 31
December 2025 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of
Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes 1 to 35,
including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law
and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
In our opinion, the financial statements:
• give a true and fair view of the state of the group’s affairs as at 31 December 2025 and of its profit for the year then ended;
• have been properly prepared in accordance with IFRS as issued by the IASB; and
• have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) and applicable law. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We are independent of the Group in accordance
with the ethical requirements that are relevant to our audit of the financial statements, as required by the Crown Dependencies’ Audit Rules and
Guidance, as applied to Guernsey incorporated Market Traded Companies, including the UK FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain independent of the Group in
conducting the audit.
Material uncertainties related to going concern
We draw attention to Note 2.5 of the financial statements, which indicates that the Group has breached loan covenants during the year ended 31
December 2025, and, as of that date, the Group’s current liabilities exceeded its current assets by $19.3m. As stated in Note 2.5 these events or
conditions indicate that material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Overview of our audit approach
Audit scope
• The Group comprises 17 components in total. We performed an audit of the complete financial information
of two components and audit procedures on specific balances for a further eight components.
• The components where we performed full or specific audit procedures accounted for 95% of Profit before
tax, adjusted by EY to remove the non-recurring Listing expense (“Adjusted profit before tax”), 95% of
Revenue and 96% of Total assets.
Key audit matters
• Calculation of expected credit loss
• Assessment of accounting treatment for the reverse listing
Materiality
• Overall group materiality of $1.7m which represents approximately 5% of adjusted profit before tax.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED (CONTINUED)
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each
company within the Group. Taken together, this enables us to form an opinion on the financial statements. We take into account size, risk profile,
the organisation of the group and effectiveness of group-wide controls, changes in the business environment and other factors when assessing
the level of work to be performed at each company.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of
significant accounts in the financial statements, of the 17 reporting components of the Group, we selected ten components covering entities
within Mongolia and Kyrgyzstan, which represent the principal business units within the Group.
Of the ten components selected, we designed and performed audit procedures on the entire financial information of two components (“full
scope components”) which were selected based on their size or risk characteristics. For the remaining eight components (“specific scope
components”), we performed audit procedures on specific accounts within that component that we considered had the potential for the greatest
impact on the significant accounts in the financial statements either because of the size of these accounts or their risk profile.
The reporting components where we performed audit procedures accounted for 95% of the Group’s Profit before tax (prior to adjustment for the
Listing expense), 95% of the Group’s Revenue and 96% of the Group’s Total assets.
For the current year, the full scope components contributed 113% of the Group’s Adjusted profit before tax, 86% of the Group’s Revenue and 88%
of the Group’s Total assets. The specific scope components contributed (11)% of the Group’s Adjusted profit before tax due to a number of these
components being cost centres and recognition of the non-recurring listing expense, 10% of the Group’s Revenue and 8% of the Group’s Total
assets. The audit scope of these components may not have included testing of all significant accounts of the component but will have
contributed to the coverage of significant accounts tested for the Group.
Of the remaining seven components that together represent 5% of the Group’s Adjusted profit before tax, none are individually greater than 5%
of the Group’s Adjusted profit before tax. For these components, we performed other procedures, including analytical review, testing of
consolidation journals and intercompany eliminations and foreign currency translation recalculations to respond to any potential risks of
material misstatement to the Group financial statements.
In addition to the component work, we also undertook a centralised approach to auditing the Group’s consolidation topside journals and
intercompany transactions and balances.
Involvement with component teams and primary team coordination
In establishing our overall approach to the Group audit, we determined the nature and extent of work to be performed either by the primary
audit team or by the component auditors from another firm acting under our instructions.
The Primary Audit Team operated as an integrated team across EY network firms in Guernsey and Mongolia. A programme of continuous
engagement between the Guernsey and Mongolian teams was established to ensure appropriate oversight by the group audit partner. As a
result, the audit work relating to the two full scope components and seven of the specific scope components was undertaken by the Primary
Audit Team.
During the 31 December 2025 audit, members of the Guernsey team visited Mongolia on two occassions. These visits included discussions with
the Mongolian team on the audit approach and matters arising from their work, meetings with Group management and reviews of relevant audit
working papers in key risk areas. In addition to these site visits, the Guernsey team maintained regular interaction with the Mongolian team
throughout the audit, reviewed relevant working papers and deliverables, and retained responsibility for the overall scope, direction, and
supervision of the audit.
The Primary Audit Team also held a video conference meeting with non-EY component auditor and local management in respect of the specific-
scope component in Kyrgyzstan. The meeting focused on discussing the audit approach, matters arising from component audit work, and
performing remote reviews of key audit working papers.
This work, together with the additional procedures performed at Group level, provided sufficient appropriate audit evidence to support our
opinion on the Group Financial Statements.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED (CONTINUED)
An overview of the scope of our audit (continued)
Climate change
The Group has explained climate-related risks in the Sustainability Report section which forms part of the “Other information”, rather than the
audited financial statements. Our procedures on these disclosures therefore consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge obtained during the course of the audit or otherwise appear to be materially
misstated. The Directors have concluded that there is no direct impact of climate change on the financial statements as at 31 December 2025.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key
audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. In
addition to the matters described in theMaterial uncertainties related to going concernsection of our report, we have determined the matters
described below to be the key audit matters to be communicated in our report. These matters included those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
Risk Our response to the risk
Expected credit loss on loans and
advances to customers ($16.1m, PY:
$5.2m)
Refer to the Audit Committee Report (pages
65-66); Accounting policies (pages 97-98); Note
7 of the financial statements (page 104); and
Note 14 of the financial statements (pages
106-108)
Expected credit loss (ECL) provisions under
IFRS 9 is an accounting estimate that carries a
high degree of uncertainty driven by
judgemental assumptions, including historical
loss rates, their application to the outstanding
loan portfolio, forward looking factors, the
application of model overlays (post‑model
adjustments) to capture unmodelled risk, and
the impact of the economic uncertainty
or governmental interventions on these
assumptions.
The majority of the Group’s lending is
short‑term, low in value and often unsecured.
The impact of the economic environment in
Mongolia has impaired the ability of the Group
to collect loans made to borrowers, which has
in turn increased the non-performing loan rate
and expected credit loss.
The inherent ability of management to
override internal controls in relation to loan
impairment provisions, combined with the
subjectivity of the provisions, represents a risk
of fraud.
For our response to the identified risk, we:
• Obtained an understanding of the process specific to estimating provision for ECL through
performance of walkthrough procedures;
• Obtained an understanding of the methodology and model used to estimate ECL. We engaged EY IFRS
9 specialists to assess the model including the changes made by management compared to prior year
and to evaluate whether the updates made to the models implemented by management in the current
year were appropriate and consistent with the requirements of IFRS 9;
• Evaluated model performance by reviewing and testing the performance of the ECL models used by
management. This involved retrospective analysis of the models against actual defaults and assessing
the adequacy of any post-model adjustments (PMAs) made to address model limitations;
• Assessed the effectiveness of internal controls over the ECL estimation process. This includes testing
the design and operating effectiveness of controls related to data integrity, model validation, and the
governance processes surrounding ECL estimates;
• Reviewed the staging of loans to assess the accuracy of classification under IFRS 9 as incorrect staging
could result in wrong Probability of default (PD) and Loss given default (LGD) being applied;
• Tested the accuracy of internal dataset derived from the Groups lending activities used for historical PD
and LGD inputs;
• Testing the assumptions used in the multiple scenarios and sensitivity analyses to external data
sources, where available;
• On a sample basis reassessed the ECL provision on specific loans that are individually material and
assessed the ECL recorded by management;
• Assessed the assumptions for Exposure of default (EAD) and accuracy of credit conversion factors
against historical data;
• Assessed consistency of judgment applied in key inputs to the ECL model; and
• Evaluated the adequacy of related disclosures in the notes to the financial statements.
We performed full and specific scope audit procedures over this risk area across two components, which
covered 98% of the risk amount.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED (CONTINUED)
An overview of the scope of our audit (continued)
Climate change
The Group has explained climate-related risks in the Sustainability Report section which forms part of the “Other information”, rather than the
audited financial statements. Our procedures on these disclosures therefore consisted solely of considering whether they are materially
inconsistent with the financial statements or our knowledge obtained during the course of the audit or otherwise appear to be materially
misstated. The Directors have concluded that there is no direct impact of climate change on the financial statements as at 31 December 2025.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key
audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. In
addition to the matters described in theMaterial uncertainties related to going concernsection of our report, we have determined the matters
described below to be the key audit matters to be communicated in our report. These matters included those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
81
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED (CONTINUED)
An overview of the scope of our audit (continued)
Key audit matters (continued)
Risk Our response to the risk
Accounting treatment of reverse
acquisition ($16.0m)
Refer to the Audit Committee Report (page
65-66); Basis of preparation (page 91); and
Note 10 of the Consolidated Financial
Statements (page 104)
On 12 February 2025, the Company (the legal
parent) was acquired by ICFG Pte. Ltd. (the
accounting acquirer) which comprises the
Invescore operating group.
Due to the complexity and significant
judgement involved, including the assessment
of whether IFRS 2 Share-based Payment or
IFRS 3 Business Combinations applies based
on whether ICFG Limited constituted a
business or an accounting acquiree prior to
the transaction, we identified a risk that the
accounting treatment adopted by
management for the reverse acquisition may
not be in compliance with the relevant IFRS
requirements.
For our response to the identified risk, we:
• Engaged internal technical specialists to assist the audit team in the consideration of the
accounting treatment;
• Assessed management’s analysis of whether ICFG Limited, as the legal acquirer, met the
definition of a business prior to the acquisition date, and the resulting applicability of IFRS
3 Business Combinations and IFRS 2 Share-based Payment;
• Independently evaluated whether ICFG Limited had substantive inputs, processes and
outputs prior to the acquisition date and challenged management’s conclusion. Based on
our assessment, we concluded that ICFG Limited did not meet the definition of a business
prior to the transaction;
• With the support of our specialists, we considered relevant accounting guidance and
interpretations, including those issued by the IFRS Interpretations Committee, relating to
reverse acquisitions where the legal acquirer is the accounting acquiree, and assessed
their applicability to the transaction;
• Tested the calculation of the listing expense recognised in connection with the reverse
acquisition;
• We assessed the cut-off of expenses at the acquisition date to ensure they were recorded
in the correct period; and
• Evaluated whether the financial statement disclosures appropriately describe the nature
of the transaction as a continuation of the operating business, the key judgements
applied, and the resulting accounting treatment, in accordance with the applicable
financial reporting framework.
This key audit matter relates solely to ICFG Limited. Therefore, coverage is not applicable.
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in
forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be $1.7 million, which is approximately 5% of Adjusted profit before tax. We believe that Adjusted
profit before tax provides us with the most appropriate basis for materiality given the Group is a profit oriented entity. We adjusted the Group’s
pre-tax profit for the reverse listing expense which we consider to be non-recurring in nature.
During the course of our audit, we reassessed initial materiality to assess whether materiality would be different if calculated on the actual
results for the financial year. This did not result in a change in materiality.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
82
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED (CONTINUED)
An overview of the scope of our audit (continued)
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that
performance materiality was 50% of our planning materiality, namely $850k. We have set performance materiality at this percentage due to
being our first year engaged as external auditor of the Group. Our objective in adopting this approach was to ensure that total uncorrected and
undetected audit differences in the financial statements did not exceed our materiality level.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is undertaken
based on a percentage of total performance materiality. The performance materiality set for each component is based on the relative scale and
risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current year, the range
of performance materiality allocated to components was $170k to $850k.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $85k, which is set at 5% of
planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual report set out
on pages 1-77 and 132-135 other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the other
information, we are required to report that fact.
We have nothing to report in this regard.
Report on other legal and regulatory requirements
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which The Companies (Guernsey) Law, 2008 requires us to report to
you if, in our opinion:
• proper accounting records have not been kept by the Company; or
• the financial statements are not in agreement with the Company’s accounting records and returns; or
• we have not received all the information and explanations we require for our audit.
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
83
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED (CONTINUED)
Report on other legal and regulatory requirements (continued)
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing
Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties
identified set out on page 76;
• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is appropriate
set out on page 64;
• Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its liabilities
set out on page 64;
• Directors’ statement on fair, balanced and understandable set out on page 65;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 72;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page
72; and;
• The section describing the work of the audit committee set out on pages 65-66.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 76, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We
also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.
• Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue
as a going concern.
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
84
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ICFG LIMITED (CONTINUED)
Auditor’s responsibilities for the audit of the financial statements (continued)
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction,
supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of
the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Section 262 of The Companies (Guernsey) Law, 2008. Our
audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than
the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Other matter – comparative financial information
The comparative financial information as at and for the year ended 31 December 2024 was not audited. Accordingly, we do not express an
opinion on the comparative financial information. Our opinion on the financial statements for the year ended 31 December 2025 is not modified
in respect of this matter.
Ove Toennes Svejstrup
for and on behalf of Ernst & Young LLP
Guernsey, Channel Islands
25 JUNE 2026
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
ICFG LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2025
| 2025 | 2024 | ||
| Note | USD’000 | USD’000 | |
| Audited | Unaudited | ||
Interest income calculated using EIR | 5 | ||
Interest expenses calculated using the EIR | 5 | ( | ( |
Other finance costs | 5 | ( | ( |
Net interest income | |||
Fee, commission and other operating income | 6 | ||
Fee, commission and other operating expense | 6 | ( | ( |
Net fee, commission and other operating income | |||
Allowance for expected credit losses | 7 | ( | ( |
Net operating income | |||
Employee costs | 8 | ( | ( |
Depreciation and amortisation expense | ( | ( | |
Administrative expenses | 9 | ( | ( |
Listing expense | 10 | ( | |
Profit before tax | |||
Income tax expense | 11 | ( | ( |
Profit for the year | |||
| Profit for the year attributable to: | |||
Owners of the parent company | |||
Non-controlling interests | |||
| 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 | |||
| Items that will or may be classified in profit or loss (net of taxes): | |||
- Exchange gain/(loss) arising from translation of foreign operations | ( | ||
Other comprehensive income for the year, net of taxes | ( | ||
Total comprehensive income for the year | |||
| Total comprehensive income attributable to: | |||
Owners of the parent company | |||
Non-controlling interests | |||
Earnings per share (USD per share) | 12 | ||
Basic | |||
Diluted |
The accompanying notes form an integral part of these financial statements.
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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FINANCIAL STATEMENTS 2025
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ICFG LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2025
| 2025 | 2024 | ||
| Note | USD’000 | USD’000 | |
| Audited | Unaudited | ||
| Assets | |||
Cash and bank balances | 13 | ||
Loans and advances to customers | 14 | ||
Other financial assets | 15 | ||
Prepayments, inventories and other receivables | 16 | ||
Repossessed collateral and assets held for sale | 17 | ||
Property, plant and equipment | 18 | ||
Intangible assets | 19 | ||
Deferred tax assets | 11 | ||
Total assets | |||
| Liabilities | |||
Borrowed funds | 22 | ||
Bonds payable | 23 | ||
Private placement of deposits | 24 | ||
Other financial liabilities | 25 | ||
Other non-financial liabilities | 26 | ||
Current tax liabilities | 11 | ||
Total liabilities | |||
| Equity | |||
Share capital | 27 | ||
Share premium | 27 | ||
Other capital reserve | 28 | ( | |
Other reserves | 28 | ||
Retained earnings | |||
Translation reserve | ( | ||
Total equity attributable to the owners of the parent | |||
Non-controlling interests | 20 | ||
Total equity | |||
Total liabilities and equity |
The consolidated financial statements on pages 77 to 131 were approved by the Board of Directors on 25 June 2026 and signed on its behalf by:
ANKHBOLD BAYANMUNKH ENKHMARAL BATKHUYAG
CHAIRMAN DIRECTOR
The accompanying notes form an integral part of these financial statements.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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ICFG LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
| Total equity | Non- | ||||||
| Share | Other | Translation | Retained | attributable Total equity | controlling | ||
| capital | reserve | reserve | earnings | to owners of | interest | (Unaudited) | |
the parent | |||||||
USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | |
Balance at 31 December 2023 1 | ( | ||||||
| Profit for the year | |||||||
| Other comprehensive income | ( | ||||||
| Total comprehensive income | |||||||
| Issued share capital | |||||||
| Movement on regulatory reserve | ( | ||||||
| Realised revaluation reserve | ( | ||||||
Dividends paid 2 | ( | ( | |||||
| Balance at 31 December 2024 |
ICFG LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025 (continued)
| Other | Total equity | Non- | |||||||
| Share | Share | capital | Other | Translation | Retained | attributable Total equity | controlling | ||
| Capital | premium | reserve | reserve | reserve | earnings | to owners of | interest | (Audited) | |
the parent | |||||||||
USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | |
| Balance at 31 | |||||||||
| December 2024 | |||||||||
| Profit for the year | |||||||||
Other comprehensive income 3 | ( | ( | ( | ( | |||||
Total comprehensive income | ( | ||||||||
Share issuance due to conversion | |||||||||
of convertible notes 4 | |||||||||
| Shares issuance upon | |||||||||
reverse acquisition 5 | |||||||||
| Equity reorganisation | |||||||||
| due to reverse | ( | ( | ( | ( | |||||
acquisition 6 | |||||||||
Capitalisation 8 | |||||||||
Subsidiary shares held by group companies | ( | ( | |||||||
Movement on NCI 7 | |||||||||
| Movement on reserves | ( | ||||||||
Dividends paid 2 | ( | ( | |||||||
| Total transactions | ( | ( | ( | ||||||
| with shareholders | |||||||||
| Balance at 31 | ( | ( | |||||||
| December 2025 |
1
The comparative equity balances represents the equity structure of ICFG Pte. Ltd. being the accounting acquirer.
2
These dividends were paid to non-controlling shareholders of the respective subsidiaries. Dividends attributable to the parent were eliminated on consolidation, with the remaining amount
fully attributable to NCI.
3
Other comprehensive income for the year comprises movements in the fair value reserve and translation reserve, presented under other comprehensive income and FX translation. The
decrease in the translation reserve of USD 2,178,000 represents foreign currency translation differences arising on consolidation of subsidiaries with functional currencies different from the
Group’s presentation currency. These differences are recognised in other comprehensive income and accumulated in equity. The movement is non-cash in nature and does not affect profit or
loss for the year.
4
Immediately prior to reverse acquisition, 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 12 February 2025.
5
On 12 February 2025, the Company 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 64 pence per share. The total fair value of shares issued amounted to GBP 113,817,600.
6
This represents the reorganisation of the Group’s equity arising from the reverse acquisition completed on 12 February 2025, whereby the capital structure of the legal parent, ICFG Limited, is
reflected in the consolidated financial statements, while the accumulated reserves of the accounting acquirer, ICFG Pte Ltd and its subsidiaries, are carried forward. As part of the reverse
acquisition accounting, the assets and liabilities of ICFG Limited were recognised in the consolidated financial statements, resulting in the incorporation of net liabilities of USD3,981,000 at the
transaction date. Further details are provided in Note 2.1 to the consolidated financial statements.
7
The movement relates to the Group’s acquisition of shares from non-controlling interests, including (i) subsidiaries shares held by group companies and (ii) shares in the subgroup component
ICCA. These transactions represent changes in ownership interests in subsidiaries without loss of control and are accounted for as equity transactions.
8
Re capitalisation of NCI dividend.
The accompanying notes form an integral part of these financial statements.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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ICFG LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2025
| 2025 | 2024 | ||
| Note | USD’000 | USD’000 | |
| Audited | Unaudited | ||
| Cash flows from operating activities | |||
Profit before tax | |||
| Adjustments: | |||
Depreciation and amortisation | |||
Gain on sale of non-current assets | |||
Gain on sales of repossessed collateral | |||
| Impairment reversal on repossessed | ( | ( | |
| collateral and assets held for sale | |||
Unrealised gain/loss from foreign exchange rate differences | ( | ||
Listing expenses | |||
Interest expense | |||
Dividend income | ( | ( | |
Fair value change of financial instruments | ( | ||
Impairment losses on financial instruments | |||
Recognition of non-controlling interest | |||
Other income | ( | ||
| Changes in operating assets and liabilities: | |||
| Cash received from customers for pending | |||
| allocation of securities | |||
Increase in loans to customers | 14 | ( | ( |
Prepayments, inventories and other receivables | |||
Other financial liabilities | 25 | ( | ( |
Other non-financial liabilities | |||
Cash generated from / (used in) operating activities | ( | ||
Income taxes paid | 11 | ( | ( |
Interest on lease liabilities | 25 | ( | ( |
Interest paid | 5 | ( | ( |
Net cash used in operating activities | ( | ( | |
| Cash flows from investing activities | |||
Purchase of property, plant and equipment and intangible assets | ( | ( | |
Proceeds from sale of property, plant and equipment, intangible assets and repossessed collateral | |||
Purchases of investments | ( | ( | |
Proceeds from sale of investments | |||
Dividends received | |||
Net cash used in investing activities | ( | ( |
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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ICFG LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2025 (continued)
| 2025 | 2024 | ||
| Note | USD’000 | USD’000 | |
| Audited | Unaudited | ||
| Cash flows from financing activities | |||
Change in non-controlling interest | ( | ||
Dividends paid to non-controlling interests | ( | ( | |
Purchase of subsidiary shares by group companies | ( | ||
Proceeds from drawdown of borrowings | 22 | ||
Repayment of principal of borrowings | 22 | ( | ( |
Proceeds from private placement of deposit | 24 | ||
Repayment of private placement of deposit | 24 | ( | ( |
Proceeds from issued bonds | 23 | ||
Repayment of issued bonds | 23 | ( | ( |
Principal lease payment | ( | ( | |
Net cash generated from financing activities | |||
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of year | |||
Cash acquired at reverse acquisition | |||
Exchange movement on cash and cash equivalents | ( | ||
Cash and cash equivalents at end of year | |||
| ADDITIONAL CASH INFORMATION | |||
Total cash and bank balances | |||
Less: Deposit with original maturity more than three months | ( | ( | |
Total cash and cash equivalents |
Interest received was USD 80.65 million (2024: USD 54.58 million), interest paid was USD 29.11 million (2024: USD 21.25 million).
The accompanying notes form an integral part of these financial statements.
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FINANCIAL STATEMENTS 2025
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2. Background and basis of preparation
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FINANCIAL STATEMENTS 2025
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ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Background and basis of preparation (continued)
2.1 Background and purposes of the consolidated financial
information (continued)
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FINANCIAL STATEMENTS 2025
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ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Background and basis of preparation (continued)
| Country of | Ownership interest | Non-controlling interests | |||
| incorporation | |||||
2025 | 2024 | 2025 | 2024 | ||
| Unaudited | Unaudited | ||||
ICFG Pte Ltd | Singapore | 100% | 100% | – | – |
SIBJ Capital LLC | Mongolia | 100% | 100% | – | – |
InvesCore NBFI JSC | Mongolia | 82.29% | 80.82% | 17.71% | 19.18% |
InvesCore Capital SC LLC | Mongolia | 100% | 100% | – | – |
InvesCore Property LLC | Mongolia | 100% | 100% | – | – |
AI Lab LLC | Mongolia | 60% | 60% | 40% | 40% |
Pocket NBFI LLC | Mongolia | 82.29% | 80.82% | 17.71% | 19.18% |
InvesCore ABS SPV LLC | Mongolia | 100% | 100% | – | – |
InvesCore Usult SPV LLC | Mongolia | 100% | 100% | – | – |
Insur LLC 1 | Mongolia | 51% | – | 49% | – |
Connect Life LLC 1 | Mongolia | 51% | – | 49% | – |
Core Development and Engineering LLC 2 | Mongolia | – | 100% | – | – |
Pocket KG LLC | Kyrgyzstan | 80.82% | 80.82% | 19.18% | 19.18% |
OJSC MFC “InvesCore CA” | Kyrgyzstan | 76.40% | 65.46% | 23.60% | 34.54% |
InvesCore UE LLC | Uzbekistan | 80.82% | 80.82% | 19.18% | 19.18% |
InvesCore KZ LLC | Kazakhstan | 80.82% | 80.82% | 19.18% | 19.18% |
InvesCore Finance MFO LLP | Kazakhstan | 80.82% | 80.82% | 19.18% | 19.18% |
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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2. Background and basis of preparation (continued)
2.5 Basis of measurement and going concern assumption
(continued)
Going concern (continued)
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. Background and basis of preparation (continued)
2.5 Basis of measurement and going concern assumption
(continued)
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FINANCIAL STATEMENTS 2025
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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FINANCIAL STATEMENTS 2025
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3. Material accounting policy information (continued)
a) Basis of consolidation (continued)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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3. Material accounting policy information (continued)
c) Income and expense recognition (continued)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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3. Material accounting policy information (continued)
f) Financial assets and financial liabilities (continued)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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3. Material accounting policy information (continued)
g) Property, plant and equipment (continued)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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FINANCIAL STATEMENTS 2025
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3. Material accounting policy information (continued)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information
3. Material accounting policy information (continued)
n) Leases (continued)
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
101
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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FINANCIAL STATEMENTS 2025
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3. Material accounting policy information (continued)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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4. Significant accounting estimates and judgments (continued)
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Net interest income
| Interest income split by geographical markets is as follows: |
By primary geographic markets:
Mongolia | 80,708 | 62,017 |
Central Asia | 7,014 | 4,113 |
Total interest income | 87,722 | 66,130 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
| Fee, commission and other operating income | ||
Fee and commission income | 13,420 | 8,417 |
Property management and property sales income | 2,486 | 1,168 |
Revenue from contracts with customers | 2,370 | 3,224 |
Other income | 1,296 | 1,138 |
| Fair value gain/(loss) on financial | 305 | (33) |
| investments at FVTPL | 19,877 | 13,914 |
| Fee, commission and other operating expense | ||
Fee and commission expense | (686) | (424) |
Cost of inventory property sold | (1,263) | (1,430) |
(1,949) | (1,854) | |
| Total net fee, commissions | 17,928 | 12,060 |
| and other operating income |
7. Allowance for expected credit losses
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
Loans and advances to customers | (16,188) | (5,200) |
Other financial assets | (572) | (203) |
Repayment of written-off loans | 1,214 | 327 |
Total | (15,546) | (5,076) |
8. Employee costs
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
Salaries and bonuses | 11,096 | 8,021 |
| Employer contribution to social | 1,213 | 964 |
| and health insurance | ||
Share based payment expense | 63 | – |
Other | 171 | – |
Total | 12,543 | 8,985 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
Professional service fees | 4,272 | 1,150 |
Advertisement and marketing expenses | 1,066 | 826 |
Donation and social projects | 906 | 712 |
IT and automation expense | 847 | 727 |
Other operating expenses | 3,898 | 2,771 |
Total | 10,989 | 6,186 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
| Audit of parent and consolidated | 791 | – |
| financial statements | ||
Audit of subsidiary companies 1 | 1,276 | 897 |
Total audit fees | 2,067 | 897 |
| 2025 | |
| USD’000 | |
| Audited | |
Fair value of equity instruments deemed to have been issued by ICFG Pte Ltd | 12,051 |
Net liabilities of ICFG Limited assumed | 3,981 |
Listing expense on reverse acquisition | 16,032 |
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FINANCIAL STATEMENTS 2025
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
| Current tax expense | ||
Current tax on profits for the year | 7,635 | 8,135 |
| Adjustment in respect of current | 9 | (156) |
| income tax of prior year | ||
| Current tax expense | ||
Deferred tax charge | 43 | (552) |
Total income tax expenses | 7,687 | 7,427 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
Profit before tax | 15,724 | 31,934 |
| Income tax expenses at statutory | ||
| rate of 25% based on net profit | 3,931 | 7,984 |
| before taxation | ||
| Adjustment in respect of current | 9 | (156) |
| income tax of prior years | ||
| Effect on expenses not allowable | 1,925 | 1,145 |
| for tax purpose | ||
Effect of lower tax rates | (5,663) | (8,878) |
Different tax rate applied in overseas jurisdictions (note) | 8,521 | 8,073 |
Effect on income not taxable | – | (4) |
Effect of movement in unrecognised deferred tax assets | 49 | 26 |
Income tax credit | (1,085) | (763) |
Tax expense | 7,687 | 7,427 |
11.2. Income tax payables
Movement in the income tax payable for the years is as follows:
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
Balance at 1 January | 2,361 | 2,435 |
Current tax expense for the year | 7,635 | 8,135 |
Income taxes paid | (9,214) | (8,045) |
Income tax withheld by others | (234) | – |
| Adjustment in respect of current | (9) | (164) |
| income tax of prior year | ||
Foreign exchange on translation | (58) | – |
Balance at 31 December | 481 | 2,361 |
| As at 01 January | As at 31 December | |
| 2025 | 2025 | |
| USD’000 | USD’000 | |
| Unaudited | Audited | |
| Deferred tax assets/(liabilities) | ||
| Revaluation of financial | (82) | (86) |
| investments measured at FVOCI | ||
Fair value change in derivatives | 32 | 19 |
Timing difference from loan interest | 190 | 2 |
Others | 241 | 410 |
Gross deferred tax assets | 463 | 431 |
Gross deferred tax liabilities | (82) | (86) |
Net deferred tax assets | 381 | 345 |
| As at 01 January | As at 31 December | |
| 2024 | 2024 | |
| USD’000 | USD’000 | |
| Unaudited | Unaudited | |
| Deferred tax assets/(liabilities) | ||
| Revaluation of financial | 24 | (82) |
| investments measured at FVOCI | ||
Fair value change in derivatives | – | 32 |
Timing difference from loan interest | 141 | 190 |
Others | (237) | 241 |
Gross deferred tax assets | 165 | 463 |
Gross deferred tax liabilities | (237) | (82) |
Net deferred tax assets | (72) | 381 |
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
| Accumulated unused tax losses | ||
| for which no deferred tax asset | 550 | 347 |
| has been recognised |
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
| Profit from continuing operations | ||
attributable to equity holders of the Group | 2,890 | 19,555 |
Weighted average number of ordinary shares in issue 1 | 200,880,305 | 177,840,000 |
Basic profit per share from continuing operations – USD | 0.01 | 0.11 |
Diluted profit per share from continuing operations - USD | 0.01 | 0.11 |
13. Cash and bank balances
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
Cash in hand | 7 | 19 |
Current account at bank | 45,983 | 39,096 |
Demand deposits | 225 | 196 |
Term deposits | 6,273 | 1,189 |
Cash in transit | 843 | – |
Total cash and bank balances | 53,331 | 40,500 |
| Less: Allowance for expected | (101) | (7) |
| credit losses | ||
Net cash and bank balances | 53,230 | 40,493 |
| Less: Deposit with original maturity | (6,162) | (1,179) |
| more than three months | ||
Net cash and cash equivalent: | 47,068 | 39,314 |
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
Current account at bank | (101) | (7) |
| Total allowance for expected | (101) | (7) |
| credit losses |
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
Balance at 1 January | (7) | (4) |
Net charge/(reversal) for the year | (94) | (3) |
Balance at 31 December | (101) | (7) |
14. Loans and advances to customers
Balance of loans and advances - by product type:
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
Digital loan | 104,406 | 72,522 |
Business loan | 85,499 | 60,777 |
Vehicle loan | 65,119 | 77,207 |
Consumer loan | 10,886 | 14,614 |
Total loans and advances to customers | 265,910 | 225,120 |
Less: Loan issuance deferred fees | (1,251) | (993) |
Less: Allowances for loans and advances to customers | (17,272) | (9,278) |
Net loans and advances to customers | 247,387 | 214,849 |
Balance of loans and advances - by stage:
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
| Gross carrying amount | ||
Stage 1 | 215,696 | 203,932 |
Stage 2 | 20,303 | 7,872 |
Stage 3 | 28,660 | 12,323 |
264,659 | 224,127 |
Less: Allowance for expected credit losses
Stage 1 | (2,443) | (2,473) |
Stage 2 | (1,021) | (489) |
Stage 3 | (13,808) | (6,316) |
(17,272) | (9,278) |
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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14. Loans and advances to customers (continued)
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
At 1 January | (9,278) | (5,199) |
Increased during the year 1 | (16,188) | (5,200) |
Written off 2 | 7,831 | 1,098 |
| Recovery of previously written-off | 1,214 | 327 |
| loans | ||
Foreign exchange movement | (851) | (304) |
At 31 December | (17,272) | (9,278) |
| Stage 1 | Stage 2 | Stage 3 | Total | |
| USD’000 | USD’000 | USD’000 | USD’000 | |
| Gross carrying amount as at 1 January 2025 | 203,932 | 7,872 | 12,323 | 224,127 |
| (unaudited) | ||||
New assets originated or purchased | 360,100 | – | – | 360,100 |
Assets derecognised or repaid | (299,980) | (6,716) | (811) | (307,507) |
Transfer to/(from) Stage 1 | 841 | (551) | (290) | – |
Transfer to/(from) Stage 2 | (21,823) | 21,877 | (54) | – |
Transfer to/(from) Stage 3 | (20,869) | (2,282) | 23,151 | – |
Write-offs | – | – | (7,868) | (7,868) |
Net movement on accrued interest | 1,004 | 351 | 2,612 | 3,967 |
Fee deferral change | (435) | 68 | 89 | (278) |
Foreign exchange adjustments | (7,074) | (316 | (492) | (7,882) |
At 31 December 2025 (audited) | 215,696 | 20,303 | 28,660 | 264,659 |
ECL allowance as at 1 January 2025 (unaudited) | (2,473) | (489) | (6,316) | (9,278) |
New assets originated or purchased | (6,054) | – | – | (6,054) |
Assets derecognised or repaid | 1,430 | 355 | 1,110 | 2,895 |
Transfer to/(from) Stage 1 | (198) | 45 | 153 | – |
Transfer to/(from) Stage 2 | 626 | (651) | 25 | – |
Transfer to/(from) Stage 3 | 3,686 | 81 | (3,767) | – |
Impact on ECL from stage transfer and input changes | 459 | (343) | (11,685) | (11,569) |
Net movement on accrued interest | (4) | (38) | (1,419) | (1,461) |
Foreign exchange adjustments | 85 | 19 | 260 | 364 |
Write-offs | – | – | 7,831 | 7,831 |
At 31 December 2025 (audited) | (2,443) | (1,021) | (13,808) | (17,272) |
Net Loan at 31 December 2025 (audited) | 213,253 | 19,282 | 14,852 | 247,387 |
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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14. Loans and advances to customers (continued)
| Stage 1 | Stage 2 | Stage 3 | Total | |
| USD’000 | USD’000 | USD’000 | USD’000 | |
| Gross carrying amount as at 1 January 2024 | 137,986 | 3,960 | 5,994 | 147,940 |
| (unaudited) | ||||
New assets originated or purchased | 302,660 | – | – | 302,660 |
Assets derecognised or repaid | (221,444) | (2,773) | (2,536) | (226,753) |
Transfer to/(from) Stage 1 | 706 | (539) | (167) | – |
Transfer to/(from) Stage 2 | (8,006) | 8,074 | (68) | – |
Transfer to/(from) Stage 3 | (8,383) | (1,065) | 9,448 | – |
Write-offs | – | – | (1,098) | (1,098) |
Net movement on accrued interest | 1,556 | 255 | 824 | 2,635 |
Fee deferral change | (302) | (10) | (30) | (342) |
Foreign exchange adjustments | (841) | (30) | (44) | (915) |
At 31 December 2024 (unaudited) | 203,932 | 7,872 | 12,323 | 224,127 |
ECL allowance as at 1 January 2024 (unaudited) | (1,571) | (384) | (3,244) | (5,199) |
New assets originated or purchased | (4,436) | – | – | (4,436) |
Assets derecognised or repaid | 1,321 | 138 | 2,169 | 3,628 |
Transfer to/(from) Stage 1 | (94) | 25 | 69 | – |
Transfer to/(from) Stage 2 | 81 | (110) | 29 | – |
Transfer to/(from) Stage 3 | 422 | 165 | (587) | (3,769) |
Impact on ECL from stage transfer and input changes | 1,804 | (303) | (5,270) | (623) |
Net movement on accrued interest | (8) | (18) | (597) | (1,280) |
Foreign exchange adjustments | 8 | (2) | 17 | 23 |
Write-offs | – | – | 1,098 | 1,098 |
At 31 December 2024 | (2,473) | (489) | (6,316) | (9,278) |
Net Loan at 31 December 2024 (unaudited) | 201,459 | 7,383 | 6,007 | 214,849 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
Financial assets at FVOCI | 5,909 | 6,401 |
Financial assets at amortised cost | 574 | – |
Financial assets at FVTPL | 1,675 | 1,147 |
Derivative financial assets | 103 | – |
Total | 8,261 | 7,548 |
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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16. Prepayments, inventories and other receivables
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
| Other receivables | ||
Due from borrowers 1 | 1,182 | 688 |
Other receivables | 1,293 | 783 |
Due from related parties | 971 | 480 |
3,446 | 1,951 | |
| Less: Allowance for expected | (552) | (340) |
| credit losses | 2,894 | 1,611 |
| Prepayments and inventories | ||
Prepayments and advances | 1,700 | 1,011 |
Other tax receivables | 495 | 280 |
Inventories | 755 | 3,394 |
Others | 128 | 20 |
3,078 | 4,705 | |
| Net prepayments, inventory | 5,972 | 6,316 |
| and other receivables |
1
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 other receivables is as
follows:
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
As at 1 January | (340) | (206) |
Expected credit losses for the year | (286) | (200) |
Write-off during the year | 60 | 64 |
Foreign exchange translation | 14 | 2 |
As at 31 December | (552) | (340) |
17. Repossessed collateral and assets held for sale
Repossessed collateral
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
Balance at 1 January | 741 | 563 |
Addition | 6,487 | 1,447 |
Transfer from asset held for sale | (6,125) | (1,266) |
Transfer from property, plant and equipment | 63 | – |
Foreign exchange movement | (24) | (3) |
1,142 | 741 | |
Less: Allowance for expected credit losses | – | (50) |
1,142 | 691 |
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
As at 1 January | (50) | (263) |
As at 1 January | 49 | 185 |
Write-off during the year | – | – |
Foreign exchange movement | 1 | 28 |
As at 31 December | – | (50) |
| 2025 | 2024 | |
| USD'000 | USD'000 | |
| Audited | Unaudited | |
As at 1 January | 967 | – |
| Transfer from foreclosed | 6,125 | 1,266 |
| proprepossessed collateralserties | ||
Transfer to property, plant and equipment | (124) | – |
Disposal | (4,129) | (246) |
Impairment loss for the year | (37) | (47) |
Foreign exchange movement | (44) | (6) |
As at 31 December | 2,758 | 967 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
Assets held for sale | 2,758 | 967 |
Repossessed collateral | 1,142 | 691 |
Total | 3,900 | 1,658 |
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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18. Property, plant and equipment
| Buildings | Computers | Vehicles | Furniture and | Leasehold | Other assets | Right of use | Total | |
| and | fixtures | improvement | assets | |||||
| accessories | ||||||||
| USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | |
| (i) Cost | ||||||||
At 01 January 2024 (unaudited) | 4,125 | 876 | 287 | 718 | 562 | 101 | 1,349 | 8,018 |
Acquisitions/additions | 200 | 215 | 116 | 266 | (151) | 70 | 571 | 1,287 |
Transfer from Inventories | 176 | – | – | – | – | – | – | 176 |
Disposals and termination | – | (25) | (9) | (20) | (4) | (21) | (51) | (130) |
Reclassification | (2) | (51) | (20) | 85 | 19 | (31) | – | – |
Lease modification | – | – | – | – | – | – | (104) | (104) |
Changes in consideration | – | – | – | – | – | – | (35) | (35) |
Write-off | – | (36) | – | (25) | (11) | (2) | – | (74) |
Foreign exchange movement | (17) | (3) | (1) | (5) | (1) | – | (25) | (52) |
| At 31 December 2024 | 4,482 | 976 | 373 | 1,019 | 414 | 117 | 1,705 | 9,086 |
| (unaudited) | ||||||||
Acquisitions | 1,376 | 242 | 100 | 220 | 315 | 37 | 544 | 2,554 |
Transfer from Inventories | 235 | – | – | – | – | – | – | 235 |
Disposals | – | (40) | (84) | (30) | – | – | (105) | (263) |
Lease modification | – | – | – | – | – | – | 62 | 62 |
Transfer from assets held for sale | – | – | 124 | – | – | – | – | 124 |
Transfer to repossessed collateral | – | – | (88) | – | – | – | – | (88) |
Write-off | – | (81) | – | (40) | (25) | – | – | (146) |
Foreign exchange movement | (178) | (35) | (15) | (35) | (17) | (3) | – | (283) |
At 31 December 2025 (audited) | 5,915 | 1,062 | 410 | 1,134 | 687 | 147 | 2,206 | 11,561 |
(ii) Accumulated depreciation and impairment
At 01 January 2024 (unaudited) | (22) | (607) | (36) | (136) | (93) | (16) | (240) | (1,150) |
Depreciation | (170) | (203) | (35) | (93) | (164) | (11) | (421) | (1,097) |
Disposals | – | 24 | 5 | 7 | 4 | 2 | – | 42 |
Reclassification | – | 41 | 7 | (51) | (4) | 7 | – | – |
Write-off | – | 35 | – | 18 | – | – | – | 53 |
Foreign exchange movement | 1 | 2 | (1) | 2 | 1 | 1 | 4 | 10 |
| At 31 December 2024 | (191) | (708) | (60) | (253) | (256) | (17) | (657) | (2,142) |
| (unaudited) | ||||||||
Depreciation | (154) | (209) | (38) | (111) | (300) | (14) | (445) | (1,271) |
Disposals | – | 33 | 12 | 11 | – | 1 | 41 | 98 |
Transfer to repossessed collateral | – | – | 25 | – | – | – | – | 25 |
Write-off | – | 80 | 5 | 20 | 15 | – | – | 120 |
Foreign exchange movement | 8 | 26 | 2 | 9 | 13 | – | 43 | 101 |
At 31 December 2025 (audited) | (337) | (778) | (54) | (324) | (528) | (30) | (1,108) | (3,069) |
| (iii) Net book value | ||||||||
At 31 December 2024 (unaudited) | 4,291 | 268 | 313 | 766 | 158 | 100 | 1,048 | 6,944 |
At 31 December 2025 (audited) | 5,578 | 284 | 356 | 810 | 159 | 117 | 1,188 | 8,492 |
The Group leases several properties for use as office premises in their operations. The lease agreements stipulate fixed payments over the lease
term. The Group also leases properties for providing property management services, and these leases are accounted for in accordance with IFRS
16.
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2 | ||
1 | ||
Ownership interest | Non-controlling | |||
| interests | ||||
| 2025 | 2024 | 2025 | 2024 | |
| Audited | Unaudited | Audited | Unaudited | |
| InvesCore NBFI JSC (‘InvesCore | 82.29% | 80.82% | 17.71% | 19.18% |
| NBFI’) | ||||
Pocket NBFI LLC (‘Pocket NBFI’) | 82.29% | 80.82% | 17.71% | 19.18% |
2025 (Audited) | 2024 (Unaudited) | |||
| InvesCore | InvesCore | |||
| NBFI | NBFI | NBFI | NBFI | |
| USD’000 | USD’000 | USD’000 | USD’000 | |
Statement of Comprehensive income: | ||||
| Interest income calculated using | 58,758 | 23,098 | 54,608 | 8,127 |
| the EIR | ||||
| Interest expenses calculated using | (28,361) | (4,574) | (23,331) | (674) |
| the EIR and other finance costs | ||||
Net interest income | 30,397 | 18,524 | 31,277 | 7,453 |
2025 (Audited) | 2024 (Unaudited) | |||
| InvesCore | InvesCore | |||
| NBFI | NBFI | NBFI | NBFI | |
| USD’000 | USD’000 | USD’000 | USD’000 | |
Fee, commission and other operating income | 2,475 | 14,661 | 555 | 11,878 |
Fee, commission and other operating expense | (3,443) | (31) | (4,706) | (10) |
Net fee, commission and other operating income | (968) | 14,630 | (4,151) | 11,868 |
| Allowance for Expected credit | (9,597) | (5,759) | (3,888) | (939) |
| losses | ||||
Net operating income | 19,832 | 27,395 | 23,238 | 18,382 |
Employee costs | (3,855) | (2,454) | (3,719) | (1,381) |
| Depreciation and amortisation | (751) | (337) | (742) | (145) |
| expense | ||||
Administrative expenses | (2,668) | (3,012) | (2,842) | (1,981) |
Profit before tax | 12,558 | 21,592 | 15,935 | 14,875 |
Tax expense | (2,028) | (5,136) | (3,597) | (3,282) |
Profit for the year | 10,530 | 16,456 | 12,338 | 11,593 |
Profit attributable to NCI | 1,864 | 2,914 | 2,367 | 2,224 |
| Other comprehensive income | 2 | – | 92 | – |
| allocated to NCI | ||||
| Total comprehensive income | 1,866 | 2,914 | 2,459 | 2,224 |
| attributable to NCI | ||||
Dividends paid to NCI | (130) | – | (240) | – |
| Statement of cash flows: | ||||
Cash flows to operating activities | 8,929 | (25,966) | (17,033) | (11,979) |
Cash flows to investing activities | (1,422) | (2,236) | (5,560) | (1,011) |
| Cash flows from financing | (2,240) | 31,414 | 35,186 | 14,734 |
| activities | ||||
Net cash flow | 5,267 | 3,212 | 12,593 | 1,744 |
ICFG LIMITED
ANNUAL REPORT AND CONSOLIDATED
FINANCIAL STATEMENTS 2025
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20. Non-controlling interests (continued)
2025 (Audited) | 2024 (Unaudited) | |||
| InvesCore | InvesCore | |||
| NBFI | NBFI | NBFI | NBFI | |
| USD’000 | USD’000 | USD’000 | USD’000 | |
| Statement of financial position: | ||||
| Assets: | ||||
Cash and cash equivalents | 43,513 | 6,229 | 35,344 | 2,840 |
Loans and advances to customers | 154,974 | 75,835 | 172,657 | 31,964 |
Other financial assets | 6,358 | 1,538 | 6,401 | – |
Prepayments, inventories and other receivables | 2,755 | 744 | 1,630 | 823 |
| Repossessed collateral and assets | 3,635 | – | 1,549 | – |
| held for sale | ||||
Property, plant and equipment | 2,778 | 1,767 | 3,201 | 1,407 |
Intangible assets | 671 | 1,119 | 823 | 880 |
Deferred tax assets | 87 | 225 | 277 | 72 |
| Liabilities: | ||||
Borrowed funds | 99,460 | 14,418 | 88,999 | – |
Bond payables | 14,291 | 9,092 | 12,933 | 6,858 |
Private placement of deposits | 36,889 | 25,002 | 52,934 | 7,653 |
Other financial liabilities | 10,168 | 3,111 | 16,310 | 2,402 |
Other non-financial liabilities | 2,391 | 404 | 774 | 178 |
Current tax liabilities | (1,091) | 1,265 | 978 | 1,100 |
Accumulated non-controlling interests | 15,887 | 2,373 | 19,005 | 3,517 |
22. Borrowed funds
| At 31 December 2025 | At 31 December 2024 | |||
| (Audited) | (Unaudited) | |||
| Book | Fair | Book | Fair | |
| value | value | value | value | |
| USD’000 | USD’000 | USD’000 | USD’000 | |
| From banks | ||||
• Secured | 40,268 | 40,539 | 43,359 | 43,322 |
• Unsecured | 12,795 | 13,693 | 13,630 | 11,317 |
| From financial institutions | ||||
• Secured | 1,878 | 2,093 | – | – |
• Unsecured | 64,816 | 65,710 | 34,879 | 37,913 |
From individuals - unsecured | 2,388 | 2,424 | 19 | 21 |
From corporates- unsecured | 7,220 | 6,735 | 1,329 | 1,299 |
Accrued interest payable | 3,437 | 3,471 | 2,091 | 2,109 |
132,802 | 134,665 | 95,307 | 95,981 | |
Less: Unamortised transaction cost | (651) | (651) | (379) | (379) |
Total borrowed funds | 132,151 | 134,014 | 94,928 | 95,602 |
| Borrowed funds | ||
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
As at 1 January | 94,928 | 63,077 |
| Cash movements | ||
New disbursement/additions | 259,798 | 202,192 |
Interest paid | (12,780) | (8,304) |
Repayment of principal | (226,936) | (168,134) |
| Non-cash movements | ||
Interest accrued | 16,140 | 9,642 |
Transfer to equity | – | (3,525) |
Foreign exchange movement | 1,001 | (20) |
As at 31 December | 132,151 | 94,928 |
ICFG LIMITED
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FINANCIAL STATEMENTS 2025
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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FINANCIAL STATEMENTS 2025
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| Private placement of deposits | ||
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
As at 1 January | 59,647 | 41,221 |
| Cash movements | ||
New disbursement/additions | 104,737 | 89,375 |
Interest paid | (9,062) | (7,143) |
Repayment of principal | (102,364) | (72,287) |
| Non-cash movements | ||
Interest accrued | 9,435 | 8,697 |
Foreign exchange movement | (2,193) | (216) |
As at 31 December | 60,200 | 59,647 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
| Other financial liabilities | ||
Accrued payables | 2,532 | 1,173 |
Other financial liabilities | 1,689 | 1,214 |
Payables to merchants 1 | 1,477 | 1,156 |
Lease liabilities 2 | 1,266 | 1,096 |
Due to related parties | 644 | 901 |
Due to customers | 337 | 452 |
Derivative financial liabilities | 100 | 176 |
Total | 8,045 | 6,168 |
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
At 1 January | 1,096 | 1,161 |
Additions | 708 | 821 |
Lease modification | 71 | 4 |
Termination of lease | (80) | (20) |
Accretion of interest (Note 5) | 239 | 240 |
Lease payment | (490) | (1,109) |
Interest paid | (239) | – |
Foreign exchange movements | (39) | (1) |
Total | 1,266 | 1,096 |
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| At 31 December 2025 | At 31 December 2024 | |
| (Audited) | (Unaudited) | |
| Book value | Book value | |
| USD’000 | USD’000 | |
| Type of bond | ||
Listed bonds (Level 1) 1 | 2,000 | – |
Unlisted bonds (Level 2) | 29,971 | 36,102 |
Accrued interest payable | 782 | 803 |
32,753 | 36,905 | |
Less: Unamortised transaction cost | (226) | (271) |
Total bonds payable | 32,527 | 36,634 |
| Bonds payable | ||
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
As at 1 January | 36,634 | 19,703 |
| Cash movements | ||
New disbursement/additions | 23,288 | 36,145 |
Interest paid | (7,315) | (4,957) |
Repayment of principal | (25,841) | (19,478) |
| Non-cash movements | ||
Interest accrued | 7,094 | 5,271 |
Foreign exchange movement | (1,333) | (50) |
As at 31 December | 32,527 | 36,634 |
| (Audited) | (Unaudited) | |
| Book value | Book value | |
| USD’000 | USD’000 | |
Individuals | 39,777 | 42,655 |
Corporates | 16,503 | 13,303 |
Accrued interest payables | 3,920 | 3,689 |
Total private placement of trust deposits | 60,200 | 59,647 |
25. Other financial liabilities(continued)
Notional | Fair value | ||
| amount | Assets | Liabilities | |
| USD’000 | USD’000 | USD’000 | |
| At 31 December 2025 (audited) | |||
| Derivatives | |||
Cross currency swap contracts 1 | 2,754 | 103 | – |
Foreign currency forward contracts 2 | 5,029 | – | (100) |
7,783 | 103 | (100) | |
| At 31 December 2024 (Unaudited) | |||
| Derivatives | |||
Cross currency swap contracts 1 | 3,997 | 36 | (67) |
Foreign currency forward contracts 2 | 2,393 | – | (145) |
6,390 | 36 | (212) |
26. Other non-financial liabilities
| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
| Other financial liabilities | ||
Withholding tax payable | 1,999 | 279 |
Other non-financial liabilities | 1,191 | 903 |
Total | 3,190 | 1,182 |
2025 (Audited) | 2024 (Unaudited) | |||||
| Number | Share | Share | Number | Share | Share | |
| of shares | capital | premium | of shares | capital | premium | |
| USD’000 | USD’000 | USD’000 | USD’000 | |||
At 1 January 1 | 6,814,384 | 5,145 | – | 6,814,384 | 5,145 | – |
Conversion of convertible loan | 6,357,116 | – | 4,557 | – | – | – |
notes 2 | ||||||
| Share issuance due | ||||||
| to reverse | 177,840,000 | – | 141,658 | – | – | – |
acquisition 3 | ||||||
| Equity | ||||||
| reorganisation due | ||||||
| to reverse | ||||||
| acquisition: | ||||||
• Removal of share structure | (6,814,384) | (5,145) | – | – | – | – |
| of ICFG Pte. Ltd | ||||||
• Introduction of share structure | 19,760,000 | – | 2,540 | – | – | – |
| of ICFG Limited | ||||||
| At 31 December | 203,957,116 | – | 148,755 | 6,814,384 | 5,145 | – |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
28. Other capital reserve and other reserve
Other capital reserve | Other reserve | |||||
| Merger | Share | Total | Other | Fair | Total | |
| reserve | based | reserves | value | |||
| paym- | reserves | |||||
| ent | ||||||
| reserve | ||||||
| USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | |
| At 1 January 2024 | – | – | – | – | (166) | (166) |
| (unaudited) | ||||||
| Net gain on FVOCI | – | – | – | – | 386 | 386 |
| instruments | ||||||
Movement of regulatory reserve | – | – | – | 1,131 | – | 1,131 |
Transfer of revaluation reserve | – | – | – | – | (40) | (40) |
| due to disposal | ||||||
| At 31 December | – | – | – | 1,131 | 180 | 1,311 |
| 2024 (unaudited) | ||||||
| Net gain on FVOCI | – | – | – | – | 9 | 9 |
| instruments | ||||||
| Equity | ||||||
| reorganisation due | (131,763) | – | (131,763) | – | – | – |
| to reverse | ||||||
| acquisition | ||||||
Movement of regulatory reserve | – | – | – | 286 | – | 286 |
Transfer of revaluation reserve | – | – | – | – | (46) | (46) |
| due to disposal | ||||||
Movement on share-based | – | 63 | 63 | – | – | – |
| payment reserve | ||||||
| Translation | – | – | – | – | 1 | 1 |
| movements | ||||||
| At 31 December | (131,763) | 63 | (131,700) | 1,417 | 144 | 1,561 |
| 2025 (audited) |
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| 2025 | 2024 | |
| USD’000 | USD’000 | |
| Audited | Unaudited | |
| Short-term benefit: | ||
Salary and bonuses | 2,438 | 1,423 |
Employer contribution to social and health insurance | 176 | 122 |
Share-based payment | 63 | – |
Interest expenses | (135) | (78) |
| Due from key management | 127 | 57 |
| personnel | ||
| Due to key management | (595) | (3,011) |
| personnel | 2,074 | (1,487) |
ICFG LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
29. Related party transactions(continued)
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Related party | Country of incorporation | Relationship | Transactions |
IVCH SG Pte Ltd | Singapore | Loans and advances | |
iCore Partners LLC | Mongolia | ||
InvesCore Leasing LLC | Mongolia | ||
Abico LLC | Mongolia | ||
| Sales and purchases of goods and services | |||
AliCore LLC | Mongolia | ||
InvesCore Asset Management LLC | Mongolia | ||
MGL Aqua JSC | Mongolia | ||
Colo Thinking Design LLC | Mongolia | Entity controlled by key management | |
| personnel | |||
ESP Future mutual fund | Mongolia | ||
Sakhara max invest LLC | Mongolia | ||
Land and House LLC | Mongolia | ||
Mongolia Talent Network LLC | Mongolia | ||
InvesCore Japan Co., Ltd | Mongolia | ||
IC Reit LLC | Mongolia | ||
Isure LLC | Mongolia | ||
Finberry LLC | Mongolia | Transfers of intangible assets | |
Business Media LLC | Mongolia | Sales and purchases of goods and services | |
Datacom LLC | Mongolia | Entity controlled by key management | |
| Mongolia Investment Rating | Mongolia | personnel | |
| Agency LLC | |||
| Corex LLC | Sales and purchases of goods and services | ||
| Mongolia | Key management personnel is a member |
Income | Expense | |||
| 2025 | 2024 | 2025 | 2024 | |
| USD'000 | USD'000 | USD'000 | USD'000 | |
| Audited | Unaudited | Audited | Unaudited | |
| Other related | 1,593 | 1,042 | (306) | (64) |
| parties |
Due from related parties | Due to related parties | |||
| 2025 | 2024 | 2025 | 2024 | |
| USD'000 | USD'000 | USD'000 | USD'000 | |
| Audited | Unaudited | Audited | Unaudited | |
| Other related | 3,082 | 1,875 | (1,824) | (428) |
| parties |
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ICFG LIMITED AND ITS SUBSIDIARIES | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | |
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31. Financial instruments – Risk management (continued) ICFG LIMITED AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | |||
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118 |
a. Credit risk (continued) | ||
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a) Credit risk (continued) | |||||
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | |||||
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31. Financial instruments – Risk management (continued)
a. Credit risk (continued)
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31. Financial instruments – Risk management (continued) a) Credit risk (continued) ICFG LIMITED AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | ||||
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31. Financial instruments – Risk management (continued) ii) Foreign currency risk (continued) ICFG LIMITED AND ITS SUBSIDIARIES | ||||||
b) Market risk (continued) | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | |||||
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31. Financial instruments – Risk management (continued)
c) Liquidity risk (continued)
As at 31 December 2025 | On demand | Up to 3 months | Between 3 and 12 | Between 1 and 2 | Between 2 and 5 | Total |
| months | Years | Years | (Audited) | |||
| USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | |
| Financial assets | ||||||
Cash and bank balances | 45,751 | 3,483 | 4,573 | – | – | 53,807 |
Loans and advances to customers | 9,540 | 53,710 | 76,986 | 129,886 | 121,227 | 391,349 |
Financial assets | – | 2,346 | 614 | 6,022 | 138 | 9,120 |
Prepayments, inventories and other receivables | 1,240 | 1,320 | 2 | 250 | 250 | 3,062 |
Total financial assets | 56,531 | 60,859 | 82,175 | 136,158 | 121,615 | 457,338 |
| As at 31 December 2025 | ||||||
| Financial liabilities | ||||||
Borrowed funds | 72,543 | 7,401 | 11,232 | 50,624 | 4,708 | 146,508 |
Bond payables | – | 13,206 | 15,846 | 11,468 | – | 40,520 |
Private placement of deposits | 18 | 9,632 | 52,026 | 1,189 | – | 62,865 |
Derivative financial liabilities | – | – | 439666 | 346 | 127 | 912 |
Other financial liabilities | – | 5,800 | 489 | 268 | 286 | 6,843 |
Lease liabilities | – | 224 | 422 | 466 | 405 | 1,517 |
Total financial liabilities | 72,561 | 36,263 | 80,454 | 64,361 | 5,526 | 259,165 |
Net position | (16,030) | 24,596 | 1,721 | 71,797 | 116,089 | 198,173 |
As at 31 December 2024 | On demand | Up to 3 months | Between 3 and 12 | Between 1 and 2 | Between 2 and 5 | Total |
| months | Years | Years | (Unaudited) | |||
| USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | |
| Financial assets | ||||||
Cash and bank balances | 39,115 | 221 | 1,179 | – | – | 40,515 |
Loans and advances to customers | 9,286 | 39,402 | 82,698 | 117,504 | 84,307 | 333,197 |
Financial assets | – | 2,305 | 5,474 | – | – | 7,779 |
Prepayments, inventories and other receivables | 554 | 1,279 | 26 | – | – | 1,859 |
Other financial assets | 48,955 | 43,207 | 89,377 | 117,504 | 84,307 | 383,350 |
| Financial liabilities | ||||||
Borrowed funds | 85 | 23,778 | 48,973 | 30,335 | 13,517 | 116,688 |
Bond payables | – | 3,932 | 28,353 | 8,384 | 2,103 | 42,772 |
Private placement of deposits | – | 17,784 | 47,001 | 220 | – | 65,005 |
Derivative financial liabilities | – | 4,391 | 666666 | 1,332 | – | 6,389 |
Other financial liabilities | – | 4,360 | 489 | 34 | – | 4,883 |
Lease liabilities | – | 104 | 339 | 388 | 455 | 1,286 |
Total financial liabilities | 85 | 54,349 | 125,821 | 40,693 | 16,075 | 237,023 |
Net position | 48,870 | (11,142) | (36,444) | 76,811 | 68,232 | 146,327 |
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31. Financial instruments – Risk management (continued)
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31. Financial instruments – Risk management (continued) e. Operational risk management (continued) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information | |||
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32. Fair value disclosures (continued) ICFG LIMITED AND ITS SUBSIDIARIES | ||||
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34. Segment information(continued) ICFG LIMITED AND ITS SUBSIDIARIES | A) Segment information by business line (continued) | ||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | |||
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34. Segment information(continued)
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34. Segment information(continued) ICFG LIMITED AND ITS SUBSIDIARIES | |||
B) Segment information by geography –Microfinance(continued) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) | |||
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ADDITIONAL INFORMATION
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ALTERNATIVE PERFORMANCE MEASURES
KPI 2025 2024 Definition
Gross loan portfolio (‘GLP’) USD256m USD219m GLP represents the gross principal amount of loans outstanding at the reporting date and
excludes accrued interest, fees, penalties and impairment allowances.
Net interest margin 22.6% 23.2% Net interest margin measures the difference between yield on the loan portfolio and cost of
funding, expressed as a percentage of average loan portfolio.
Cost-to-income ratio 43.2%
1
34.0% Cost-to-income ratio measures operational efficiency of the Group and iscalculated by
dividingoperating expensesbyoperating income.
Past due loan (‘PDL’) ratio 17.0% 8.2% PDL is defined as outstanding loan portfolio which has one or more instalment repayment
past due for more than 30 days, measured based on outstanding principal balances only.
PDL ratio measures the percentage of PDL relative to outstanding loan portfolio.
Non-performing loan (‘NPL’)
ratio
9.5% 4.9% NPL is defined as outstanding loan portfolio which has one or more instalment repayment
past due for more than 90 days, measured based on outstanding principal balances only.
NPL ratio measures the percentage of NPL relative to outstanding loan portfolio.
Return on assets (‘ROA’) 8.1%
1
10.6% ROA is calculated by dividing profit after tax by the average of total assets
Earnings per share (‘EPS’) 0.10
1
0.11 EPS is calculated by dividing profit after tax by the weighted average outstanding shares.
Mongolia’s market share 11.4% 12.0% It is calculated based on the size of the relevant GLP relative to that in Mongolia market
Kyrgyzstan’s market share 2.7% 2.6% It is calculated based on the size of the relevant GLP relative to that in Kyrgyzstan market
Kazakhstan’s market share 0.3% 0.1% It is calculated based on the size of the relevant GLP relative to that in Kazakhstan market
Number of active borrowers 189,762 148,706 Number of active borrowers as at year end
Effective tax rate 23.8%
1
23.3% Effective tax rate is calculated by dividing income tax expense by profit before tax.
1
FY25 operating expenses were adjusted to exclude expenses related to the reverse acquisition which are considered one-off and exceptional in nature. Refer to page 31 for further details.
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ADDITIONAL INFORMATION
Overview Chairman’s Statement Strategic Report Sustainability Report Governance Consolidated Financial Statements Additional Information Alternative performance measures
GLOSSARY OF ABBREVIATION
Abbreviations Meaning
AC Amortised cost
AML Anti-money laundering
AQD Asset quality department
CEO Chief Executive Officer
CFO Chief Financial Officer
CRO Chief Risk Officer
COBIT Control objectives for information and related technologies
COP Conference of the Parties
COSO Committee of Sponsoring Organizations of the Treadway Commission
ECL Expected credit losses
EIR Effective interest rate
EMF EMF Microfinance Fund
EPS Earnings per share
ESG Environmental, Social, and Governance
ESOP Employee stock option scheme
ERM Follow-on public offering
FPO Follow-on public offering
FVOCI Fair value through other comprehensive income
FVTPL Fair value through profit or loss
FY Financial year
GDP Gross domestic product
GHG Greenhouse gas
GLP Gross loan portfolio
IFRS International Financial Reporting Standards
IFRS 7 IFRS 7 Financial Instruments: Disclosures
IFRS 9 IFRS 9 Financial Instruments
IFRS 13 IFRS 13 Fair Value Measurement
IF Investment fund
IASB International Accounting Standards Board
IFRIC International Financial Reporting Interpretations Committee
IMF International Monetary Fund
IPO Initial public offering
IP Intellectual property
ISO International Organization for Standardization
ICT Information and communication technology
KPI Key performance indicator
KYC Know‑Your‑Customer
LGD Loss given default
LOS Loan origination system
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GLOSSARY OF ABBREVIATION (CONTINUED)
Abbreviations Meaning
MIK Mongolian Mortgage Corporation
MNT Mongolian Tugrik
MSME Micro, small and medium-sized enterprise
NBFI Non-bank financial institution
NII Net interest income
NPL Non-performing loan
OCI Other comprehensive income
OJK Indonesian Financial Services Authority
OTC Over-the-counter
PCAF Partnership for Carbon Accounting Financials
PD Probability of default
PDL Past due loan
R&D Research and development
ROA Return on assets
SME Small and medium-sized enterprise
SPPI Solely payments of principal and interest on the principal amount outstanding
TCFD Task Force on Climate-Related Financial Disclosures
UNCCD United Nations Convention to Combat Desertification
USD US Dollars
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ANNUAL REPORT AND
CONSOLIDATED FINANCIAL
STATEMENTS
2025