Joint Stock Co Kaspi.kz ADR 2025年年度报告和过渡报告

Indicate the number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report:190,015,729common shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant isnot required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer, or an emerging growth company.See definition of“accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance withU.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards †provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued bythe Financial Accounting Standards Board to its Accounting Standards Codification afterApril 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check markwhetherthe financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare thefinancial statements included in this filing: U.S. GAAP☐International Financial ReportingStandardsas issue by theInternational Accounting StandardsBoard If “Other” has been checked in response to the previous question indicate by check markwhich financial statement item the registrant has elected to follow.Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ TABLE OF CONTENTSINTRODUCTORY NOTE4IMAGES7PRESENTATION OF FINANCIAL AND OTHER INFORMATION8MARKET AND INDUSTRY DATA9TRADEMARKS, SERVICE MARKS AND TRADENAMES9CAUTIONARY NOTE ABOUT FORWARD-LOOKINGSTATEMENTS AND RISK FACTOR SUMMARY10PART I12ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENTAND ADVISERS12A.DIRECTORS AND SENIOR MANAGEMENT12B.ADVISERS12C.AUDITORS12ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE12ITEM 3. KEY INFORMATION12A.[RESERVED]12B.CAPITALIZATION AND INDEBTEDNESS12C.REASONS FOR THE OFFER AND USE OF PROCEEDS 12D.RISK FACTORS12ITEM 4. INFORMATION ON THE COMPANY48A.HISTORY AND DEVELOPMENT OF THE COMPANY48B.BUSINESS OVERVIEW49C.ORGANIZATIONAL STRUCTURE80D.PROPERTY, PLANTS AND EQUIPMENT80ITEM 5. OPERATING AND FINANCIAL REVIEW ANDPROSPECTS81A.OPERATING RESULTS81B.LIQUIDITY AND CAPITAL RESOURCES97C.RESEARCH AND DEVELOPMENT, PATENTS ANDLICENSES, ETC.110D.TREND INFORMATION110E.CRITICAL ACCOUNTING ESTIMATES110ITEM 6. DIRECTORS, SENIOR MANAGEMENT ANDEMPLOYEES110A.DIRECTORS AND SENIOR MANAGEMENT110B.COMPENSATION112C.BOARD PRACTICES112D.EMPLOYEES114E.SHARE OWNERSHIP115 F.DISCLOSURE OF A REGISTRANT’S ACTION TORECOVER ERRONEOUSLY AWARDED COMPENSATION.115ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTYTRANSACTIONS115A.MAJOR SHAREHOLDERS115B.RELATED PARTY TRANSACTIONS117C.INTERESTS OF EXPERTS AND COUNSEL118ITEM 8. FINANCIAL INFORMATION119A.CONSOLIDATED STATEMENTS AND OTHERFINANCIAL INFORMATION119B.SIGNIFICANT CHANGES120ITEM 9. THE OFFER AND LISTING120A.OFFER AND LISTING DETAILS120B.PLAN OF DISTRIBUTION120C.MARKETS120D.SELLING SHAREHOLDERS120E.DILUTION120F.EXPENSES OF THE ISSUE120ITEM