Skip to main content
See the whole filing, with its images and exhibits
Contents

A. Reserved

A. Selected financial data

The following tables set forth summarizes audited summary consolidated financial data for the periods and as of the dates indicated.

The summary income data for the years ended December 31, 2025 and 2024 and the summary balance sheet data as of December 31, 2025 and 2024 for the Group are derived from the audited consolidated financial statements included in this Annual Report. Our audited consolidated financial statements have been prepared in U.S. dollars and in accordance with IFRS, as issued by the IASB.

Genius Group Pro forma is made up of companies (including Resorts segment entities and Pro Education as if it was acquired on January 1, 2025) that have varying financial performance. For this reason, you should read the summary financial data in conjunction with our proforma financial results and audited consolidated financial statements and related notes beginning on page F-1 of this Annual Report, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report. Our historical results do not necessarily indicate our expected results for any future periods.

Group Pro forma
Financials Year Ended · Group Audited Financials Year Ended
December 31 · December 31,
202520252024
(USD 000’s)(USD 000’s)(USD 000’s)
Revenue13,6608,3877,582
Cost of revenue(8,715)(5,522)(5,231)
Gross profit4,9452,8652,351
Other Operating Income25825824
Operating Expenses(32,842)(29,249)(23,750)
Operating Loss(27,639)(26,126)(21,374)
Other income4-5,032
Other Expense(29,207)(29,210)(9,756)
Net Loss Before Tax(56,841)(55,336)(26,098)
Tax (Expense)/Benefits(653)(653)2,252
Net Loss from continuing operations(57,494)(55,989)(23,845)
Discontinued operations532532(1,095)
Net Loss(56,962)(55,457)(24,940)
Other Comprehensive (Gain)/Loss1,1511,151(49)
Total Comprehensive Loss(56,343)(54,305)(24,989)
Net loss per share, basic and diluted(0.56)(0.55)(1.03)
Weighted-average number of shares outstanding, basic and diluted101,452,196101,452,19624,153,220
Group Pro Forma
Financials · Group Audited
Year Ended · Financials Year Ended
December 31, · December 31,
202520252024
(USD 000’s)(USD 000’s)(USD 000’s)
Summary Balance Sheet Data:
Total current assets23,86523,86542,419
Total non-current assets113,071113,07158,635
Total Assets136,936136,936101,054
Total current liabilities27,62227,62211,609
Total non-current liabilities12,69612,69610,034
Total Liabilities40,31840,31821,643
Total Stockholders’ Equity96,61896,61879,411
Total Liabilities and Shareholders’ Equity136,936136,936101,054

Non-IFRS Financial Measures — Adjusted EBITDA

We have included Adjusted EBITDA in this Annual Report because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Non-IFRS financial measures are not a substitute for IFRS financial measures.

We calculate Adjusted EBITDA as net loss for the period, adjusted to exclude income tax expense (benefit), net finance expense (income), depreciation and amortization, non-recurring legal expenses, share-based compensation expense, bad debt provision, revaluation adjustments, impairment charges and loss on sale of Bitcoin. Share-based compensation expenses and bad debt provision are included in General and administrative expenses in the Consolidated Statements of Operations.

Group
Pro forma Financials · Group Audited
Year Ended · Financials Year Ended
December 31 · December 31,
202520252024
(USD 000’s)(USD 000’s)(USD 000’s)
Net Loss from continuing operations(57,494)(55,989)(23,845)
Tax Benefits653653(2,252)
Interest Expense, net3,8693,3911,146
Depreciation and Amortization2,8702,3322,059
One off expenses (non-recurring)3,8263,4072,579
Impairment16,37216,3727,647
Revaluation Adjustment3,6413,641(3,714)
Loss on disposal of Bitcoin5,8055,805-
Stock Based Compensation7,5747,5744,218
Bad Debt Provision(267)(267)(575)
Adjusted EBITDA from continuing operations(13,152)(13,081)(12,737)

Key Business Metrics

For the year ended December 31, 2025 (Pro forma)For the year ended December 31, 2024
Number of students and users6,070,9105,848,256
Number of Free Students and users5,853,6525,640,888
Number of Paying Students and users217,258207,368
Number of Partners13,23314,573
Number of countries of operation103154
Marketing Spend$748,884$933,959
Academy and School Revenue$8,821,584$7,912,719
Revenue from New Paying Students$4,315,023$1,863,388
New Students231,259542,468
New Paying Students2,32511,555
Conversion rate1.01%2.13%
Average Acquisition Cost per New Paying Student32281
Average Annual Revenue per New Paying Student1,856161
Net Loss margin$(183)%$(150)%
Adjusted EBITDA margin$(23)%(191)%
Resorts Revenue4,553,708
No of locations5
Number of seats/room222
Utilisation38.14%
Total orders35,526
Revenue Per order61.86

The key business metrics for the above segments are measured and calculated as

Number of students and users – The Number of Students, Number of Free Students, and Number of Paying Students are the total numbers for each at the end of the year. For purposes of determining the Number of Students, we treat each student account that registers with a unique email as a student and adjust for any cancellations. This number is then divided into the Number of Paying Students, who have made one or more purchases, and the Number of Free Students, who are utilizing our free courses and products without making a purchase.

**Number of Partners -**The Number of Partners is the total number of partners at the end of the year. For purposes of determining our Number of Partners, we treat each partner account who registers as a partner with an ability to earn on our platform as a partner.

**Number of countries of operation –**The Number of Countries of Operation is the total number of countries in which we have students or partners at the end of the year.

**Marketing Spend -**The Marketing Spend is the total annual marketing spend by the business to acquire new students and partners.

Here is the updated revenue definitions section reflecting all five segments and the 2025 changes:

Central revenue — Central revenue comprises management fees charged by Genius Group Ltd and Entrepreneur Resorts Pte Ltd to its subsidiaries for strategic, financial and operational support services provided to them. These management fees are eliminated on consolidation and accordingly Central revenue is Nil in the audited consolidated financial statements.

Academy revenue — Academy revenue mainly consists of revenue generated from GeniusU and Property Investors Network (PIN), which are classified within the Group’s Academy segment. GeniusU revenue is derived from digital and in-person entrepreneur education programs delivered via the GeniusU Edtech platform, while PIN revenue is derived from property investment courses, events and memberships delivered across its fifty city chapters in England, United Kingdom. Revealed Films is currently being restructured,

School revenue — School revenue primarily comprises revenue from Education Angels and Pro Education (“Pro Ed”), which are classified within the Group’s School segment. Education Angels revenue is derived from home-based early childhood education and care services for children from 0 to 5 years old in New Zealand. Pro Ed revenue is derived from student tuition fees, enrollment fees and related school services at its early learning, primary and middle school campuses in Bali, Indonesia. Pro Ed was acquired in November 2025 and accordingly its revenue contribution reflects the period from acquisition to December 31, 2025 only. For the purpose of business metrics, the proforma revenue is considered. University of Antelope Valley is currently in the process of closure in the United States

Resorts revenue — Resorts revenue primarily comprises revenue from Tau Game Lodge, Matla Game Lodge, Vision Villas and Genius Café, which are classified within the Group’s Resorts segment and managed through Entrepreneur Resorts Pte Ltd. Revenue is derived from guest accommodation, food and beverage sales, safari and game drive services and related hospitality services. All Resorts segment entities were acquired during 2025 and accordingly their revenue contributions reflect the respective periods from acquisition to December 31, 2025 only. For the purpose of business metrics, the proforma revenue is considered.

Discontinued operations revenue — Discontinued operations revenue primarily comprises revenue from E-Squared Education. E-Squared Education ceased all operations in December 2024 and is currently subject to liquidation proceedings in South Africa, and accordingly did not contribute revenue in the fiscal year ended December 31, 2025.

**Revenue from New Paying Students -**Revenue from New Paying Students is the total amount of revenue generated from new paying students for the year.

**New Students and New Paying Students -**New Students is the total number of new students who joined as a student during the period. New Paying Students is the total number of paying students who have become customers for the first time during the year.

**Conversion Rate -**Conversion rate is calculated as the total students (including free students and paying students) converting into paying students and is derived by dividing the number of new paying students by the total number of new students.

**Average Acquisition Cost per New Paying Student –**The Average Acquisition Cost per New Paying Student is calculated by dividing the Marketing Spend by the Number of New Paying Students.

**Average Annual Revenue per New Paying Student –**This metric is calculated as the total revenue for the year derived from New Paying Students divided by the total number of New Paying Students.

**Net Income (Loss) margin –**The net income (Loss) margin is calculated as net income divided by the total revenue.

**Adjusted EBITDA margin –**The adjusted EBITDA margin is calculated as Adjusted EBITDA divided by the total revenue. The Adjusted EBITDA is Net Income (Loss) excluding tax expenses, interest expenses, depreciation and amortization, legal expenses (non-recurring), share based compensation, impairment, Revaluation Adjustment of Contingent Liabilities, stock-based compensation and bad debt provision.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.