Genius Group Ltd
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Mar 9, 2026
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, | |||
| 2025 | 2025 | 2024 | |
| (USD 000’s) | (USD 000’s) | (USD 000’s) | |
| Revenue | 13,660 | 8,387 | 7,582 |
| Cost of revenue | (8,715) | (5,522) | (5,231) |
| Gross profit | 4,945 | 2,865 | 2,351 |
| Other Operating Income | 258 | 258 | 24 |
| Operating Expenses | (32,842) | (29,249) | (23,750) |
| Operating Loss | (27,639) | (26,126) | (21,374) |
| Other income | 4 | - | 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 operations | 532 | 532 | (1,095) |
| Net Loss | (56,962) | (55,457) | (24,940) |
| Other Comprehensive (Gain)/Loss | 1,151 | 1,151 | (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 diluted | 101,452,196 | 101,452,196 | 24,153,220 |
| Group Pro Forma | |||
|---|---|---|---|
| Financials · Group Audited | |||
| Year Ended · Financials Year Ended | |||
| December 31, · December 31, | |||
| 2025 | 2025 | 2024 | |
| (USD 000’s) | (USD 000’s) | (USD 000’s) | |
| Summary Balance Sheet Data: | |||
| Total current assets | 23,865 | 23,865 | 42,419 |
| Total non-current assets | 113,071 | 113,071 | 58,635 |
| Total Assets | 136,936 | 136,936 | 101,054 |
| Total current liabilities | 27,622 | 27,622 | 11,609 |
| Total non-current liabilities | 12,696 | 12,696 | 10,034 |
| Total Liabilities | 40,318 | 40,318 | 21,643 |
| Total Stockholders’ Equity | 96,618 | 96,618 | 79,411 |
| Total Liabilities and Shareholders’ Equity | 136,936 | 136,936 | 101,054 |
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, | |||
| 2025 | 2025 | 2024 | |
| (USD 000’s) | (USD 000’s) | (USD 000’s) | |
| Net Loss from continuing operations | (57,494) | (55,989) | (23,845) |
| Tax Benefits | 653 | 653 | (2,252) |
| Interest Expense, net | 3,869 | 3,391 | 1,146 |
| Depreciation and Amortization | 2,870 | 2,332 | 2,059 |
| One off expenses (non-recurring) | 3,826 | 3,407 | 2,579 |
| Impairment | 16,372 | 16,372 | 7,647 |
| Revaluation Adjustment | 3,641 | 3,641 | (3,714) |
| Loss on disposal of Bitcoin | 5,805 | 5,805 | - |
| Stock Based Compensation | 7,574 | 7,574 | 4,218 |
| 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 users | 6,070,910 | 5,848,256 |
| Number of Free Students and users | 5,853,652 | 5,640,888 |
| Number of Paying Students and users | 217,258 | 207,368 |
| Number of Partners | 13,233 | 14,573 |
| Number of countries of operation | 103 | 154 |
| 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 Students | 231,259 | 542,468 |
| New Paying Students | 2,325 | 11,555 |
| Conversion rate | 1.01% | 2.13% |
| Average Acquisition Cost per New Paying Student | 322 | 81 |
| Average Annual Revenue per New Paying Student | 1,856 | 161 |
| Net Loss margin | $(183)% | $(150)% |
| Adjusted EBITDA margin | $(23)% | (191)% |
| Resorts Revenue | 4,553,708 |
|---|---|
| No of locations | 5 |
| Number of seats/room | 222 |
| Utilisation | 38.14% |
| Total orders | 35,526 |
| Revenue Per order | 61.86 |
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.
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