Genius Group Limited Ordinary Shares

All right. Thank you, everyone, for joining us today on our Genius Group investor call. I am Roger Hamilton, the chairman and CEO of Genius Group. And I'm now going to start the presentation with sharing my screen. And I'm joined here today by Gaurav Dhamma, our chief financial officer, where we're going to be sharing with you. our 2024 full-year results, together with updates on our AI-powered genius curriculum, our genius city model, genius treasury strategy, and a variety of current legal cases and guidance for 2025. So first of all, here is my screen, where I believe I'm going to share the entire screen, and then we'll just go into presentation. And we'll get started. So first of all, before we begin, I'd like to remind everyone that this call may contain forward-looking statements, whereas they're defined under the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties that could cause actual results that differ materially from those expressed in the forward-looking statements. And for a discussion of such risks and uncertainties, please see Genus Group's most recent filings with the SEC. All forward-looking statements may today reflect our current expectations only, and we undertake no obligation to update any statement, excuse me, to reflect the events that occur after this call. And also during the course of today's call, the company may be discussing one or more non-IFRS financial measures, including but not limited to EBITDA, adjusted EBITDA, Adjusted EBITDA margin, reconciliations of these non-IFRS financial measures to the most directly comparable IFRS measures are included in the press release and slide presentation we issued this morning. Copies of today's press release, as well as the presentation that accompanies this conference call, are accessible on Genius Group's investor relations website, which is ir.geniusgroup.net. And in addition, our form 20F for the full year ended December 31st, 2024, was filed with the SEC today and is also available on our investor relations website. So first... Pardon me, a brief introduction of Genius Group. A bit of a cold today, but I believe it will go soon. So we are a Bitcoin treasury company with an AI-powered education platform to prepare students, entrepreneurs, businesses, and governments towards a Bitcoin-first future. And we deliver AI training and AI tools to 5.8 million students on our edtech platform. And we're building a Genius City model where students learn the latest exponential technologies and entrepreneurial skills powered by AI mentors. We are a Singapore-based public company, and we're based and listed on the NYC American, where we listed with our IPO in 2022. And we have big ambitions. We have set internal goals to reach 100 genius cities, 100 million students, and a billion-dollar valuation by 2030. And in November 2024, we launched our Bitcoin treasury and set a target to reach 1,000 Bitcoin in our treasury in 2025. And for reasons we will discuss on this call, Genius is currently banned from raising investor funds and buying Bitcoin by a US court. So this is against the wishes and approvals of our shareholders and board. And we believe that this is an unprecedented case in which a Singapore-based public company is prevented by a US court. of buying Bitcoin. As we will discuss, one of the reasons that the company believes that Bitcoin represents a safer, more transparent digital decentralized option than the US dollar, or for that matter, any currency for its treasury, is that it cannot be manipulated, debased, or controlled by any centralized power. So to be prevented from raising funds to fund our operations or buy Bitcoin is the very control we're seeking to prevent. And we believe as an education company, we have an opportunity to educate and prepare many in the future we're moving towards as much to avoid freedoms being taken away from us as well as affording new freedoms. So before we go further, I'm going to share why I founded Genius Group, our company mission and current metrics. I studied architecture at Trinity College, Cambridge University. And originally I thought I was going to have a profession building buildings. And one of the mentors I studied was Buckminster Fuller. the inventor of the geodesic dome. And he was also a futurist and predicted the singularity when the acceleration of technology would lead to superhuman intelligence that surpassed our own. He said humanity would face its greatest test, which he called the final exam. And even back then in the 1980s, he said there was enough technology to solve all the world's greatest challenges. And the reason we hadn't wasn't because of lack of technology. It was for lack of human consciousness to work together to harness that technology. And so as we now enter a final exam in which we urgently need to find ways to raise our consciousness, to harness this technology, if we did, we could pass the exam and solve the world's challenges. And if we don't, technology would continue to accelerate and will eventually destroy us, in which case we'd fail, and that would be the end of our final exam. So the key to raising our consciousness, I believe, is education. And as Nelson Mandela said, education is the most powerful weapon which you can use to change the world. And that's why I launched Genius Group. To teach the skills, we need to harness the exponential technologies, including AI, digital agents, digital money, and to pass the final exam. And while we believe we are making great progress towards this mission, we do not believe our current valuation reflects the growth in our balance sheet that we have experienced. A snapshot of our current metrics shows we have a net asset value of $80 million as at the 31st of December, 2025. which was a year-on-year growth of 303%. However, our current market cap is only $27 million based on yesterday's closing share price of 37 cents, 36 cents. And this equates to a market cap that is a 66% discount to our NAV. Or another way to say that is our net asset value is triple the actual share price that we have per share right now. And so with this bringing us on to the business itself and the reasons that we believe in our future, there are three main drivers that are building our value in 2025. Our first driver is our Bitcoin treasury. And we believe that the companies that have a Bitcoin treasury of a thousand Bitcoin may see the value of their treasury rise to a billion dollars if the long-term price predictions made by Cathie Woods and Chamath Patel as well as others of a million dollars per Bitcoin were to eventuate. While there is no future guarantee on the price of Bitcoin, we believe the future digital economy will be run on digital currency underpinned by digital gold, and that digital gold is Bitcoin. We believe we can be Southeast Asia's leading Bitcoin treasury company. And our five-year target is to grow our Bitcoin treasury to a billion dollars in value by 2030. In the next slide, we will discuss the actions being taken by third parties in an attempt to prevent us from achieving this goal and our current counteractions. There is a second driver we have, which is the core business, which is our education business, where we are developing a blockchain-based microlearning platform that includes our Bitcoin Academy, our Genius Academy, and our Genius School, delivering AI-powered education, which is personalized, and gamified with students' learning and earning with our students' credits called GEMS. GEMS, which stands for Genius Education Merits, are linked to the value of Satoshis and can be traded for discounts to courses, mentoring, and products on our platform. For those that are new to Bitcoin and Satoshis, there are 100 million Satoshis for every one Bitcoin. Today, roughly 1,000 totoshis equals $1. So built on our gems and the certification awards for our microcourses, microdegrees, and certifications that we are building all on the blockchain, this makes every one of the certifications trusted and verifiable. And our plan is to build our next generation AI-powered education business into a profitable value layer, generating $20 million in revenues and covering the operational costs of our business and ensuring long-term sustainability to counter the short-term fluctuations in the price of Bitcoin and the value of our Bitcoin treasury. And we also have a third driver, which we have mentioned last year, and I'm going to give more details of on this call, which is our genius city model. We believe the post-singularity future is one in which learning communities are designed differently from the communities of today. And while lifelong learning is integrated into the community together with tokenized assets and an AI-powered workforce, We are currently developing our genius city model with city leaders in Singapore, Dubai, Abu Dhabi, London, Tokyo, Mumbai, Miami, Las Vegas, Toronto, Vancouver, Stockholm, and San Diego. We plan to grow to 20 cities in 2025 with a goal of 100 cities by 2030 with a proposed plan for the first physical genius city in Bali, Indonesia. And that brings us on to our adoption of Bitcoin in our treasury. This is directly linked to our belief that the exponential economies of the future will be built by AI agents and robots. Currently, predictions are that AI agents and robots will greatly outnumber humans in the near future, and they will interact and incentivize each other by acting and transacting through digital money. And we believe that digital money will be backed by Bitcoin. Why? Because we believe if AGI were to create its own perfect money, it would create a currency and store value that was blockchain-based, digital, with a finite supply that could not be debased, with no intermediary, and that was universally trusted and fully decentralized. And these are the qualities already inherent in Bitcoin and only Bitcoin. In the same way that early European settlers who invested in Manhattan profited from the scarce land on which the US economy was built, we believe investing in Bitcoin, which is the base on which the new digital economy of AI agents and robots we built, is fully aligned with our mission of harnessing technology to pass the final exam. Now, subsequent to December 31st, the company had faced legal blocks that are impacting our operating business and growth plans that it is fighting vigorously against to protect our business and shareholders. And so while you will not find these in our 20F that we have filed, this is an update on the current situation within the business. These have been previously reported in the company's filings in 2025, and the company's guidance is based on the anticipated positive outcome in these proceedings. First of all, in January 2025, the company proceeded with arbitration with Fat Brain AI, LCGI, with the company's shares related to the LCGI asset purchase agreement subject to a mutually agreed preliminary injunction, or a PI. And the company continues to strengthen our balance sheet with the growth of its Bitcoin treasury to 440 Bitcoin. In February 2025, LZGI subsequently filed an additional PI to enjoin the company from selling shares, raising shareholder funds, and buying Bitcoin. And this was granted by the United States court for the Southern District, first as a temporary restraining order, or a TRO, in February, and then as a PI in March. The company filed multiple letters and motions to the court explaining that the TRO and PI did not maintain the status quo pending arbitration, that they were based on false statements designed to defer the court, and the intent of the filing of the TRO and PI was to extort further money from Genius. And as of today's date, the PI has remained in effect. The company has subsequently filed an appeal with the Second Circuit, and a hearing has been granted and scheduled for early May. In relation to the company's allegations of fraud and extortion, on March 31st, the company filed a lawsuit against Peter Ritz and Michael Moe as the controlling officers and directors of LCGI International. Here on the slide, it says that was on March 31st, 2024. That should say March 31st, 2025. And that was for RICO Act in the United States District Court, Southern District of Florida, seeking over $450 million in damages caused by the defendants to Genius Group. And now due to the current legally imposed restrictions, which are impacting the company's ability to fund and grow its operations, the company took a series of actions in April to lower the risk of being blocked further from conducting the normal operations of its business as per the wishes, consent, and authorizations of its shareholders and board. The company returned the custody of its Bitcoin from the United States, where it's been held as collateral for the company's Bitcoin loans to Singapore, where the company is registered and headquartered. The company repaid all of its Bitcoin loans, making repayment a full of $20.9 million in order to release the Bitcoin from custody in the United States and transfer to Singapore. The company is now debt-free. And the company dramatically reduced its Bitcoin holdings from 440 Bitcoin to 66 Bitcoin, for the period during which it remains blocked from raising funds or buying Bitcoin, with a possibility the company may need to sell all of its Bitcoin in order to convince the court to extinguish the PI. The cash in its treasury is also being held in Singapore. The ongoing damages caused by the alleged fraud and extortion on the company are being added to the damages the company is seeking to recover. And the company has also received an update on the lawsuit led by Christian Attar related to alleged naked short selling and spoofing of Genius Group shares with alleged damages previously calculated at between 251 million and $263 million. Whereas Christian of Christian Atzar has reported to the company that they anticipate calculations on updated damages will be completed and the complaint is anticipated to be filed by May 2025. Now, these issues are ongoing and are imposing continuing damages and risk to the company's operations. The company's legal team is dedicated towards achieving positive outcomes in its legal cases and will continue to take decisive actions against bad actors to protect the company and shareholders' interests. So just in summary, these legal actions and potential damages clearly are not in our balance sheet at all, but right now they already add up to well over $700 million, and we anticipate it will most likely be over a billion dollars by the time everything has been filed. So whilst the legal team manage the significant legal cases I have just mentioned, the management team is focused on our core business of education. The lifelong learning market is a $10 trillion market, which is currently going through some global disruption. And we believe our model of a decentralized, personalized, gamified, AI-powered educational system preparing humanity for the economy of the future is on the right side of that disruption. And furthermore, we believe our use of AI mentors and AI agents is a game changer when combined with our gamified blockchain-based gem student credits. All of our students progress through a freemium to premium model, where they begin by joining a free event or course, register on our platform to meet their AI guide, personalize their journey, which they follow with additional AI training and tools. And as they build their learning profile, their learning steps become increasingly personalized. We're experiencing a wave of adoption in AI education globally, which is now also being endorsed by governments. Notably, last week, President Trump signed an executive order establishing an AI education task force to advance AI training for K-12 students, faculty, and staff in the United States public school districts in an effort to provide early exposure to AI concepts and technology and develop an AI-ready workforce and the next generation of AI innovators. So we believe genius is well-placed to capitalize on this wave, preparing the next generation for the future. Now in 2025, we are rationalizing all of our branding under our genius brand with audiences specific to AI learning platforms from genius school for primary and secondary school students, student AI for university students, teacher AI for school teachers and educators, and our genius academy for AI powered lifelong learning, including Bitcoin Academy, Entrepreneur Academy, and Investor Academy. And within each academy, we are bringing world leaders which includes thought leaders, educators, and authors to our students. And so for example, our recent acquisition of XD Academy forms the basis of Bitcoin Academy. It features Saifedean Amos, who is the author of the Bitcoin Standard. Our Bitcoin Academy, which launches this week, in fact, also features gamified, bite-sized microcourses featuring global thought leaders, investors, and educators in Bitcoin, including Cynthia Loomis, Vivek Ramaswamy, Michael Saylor, Mike Novogratz, and many more. And as a Bitcoin treasury education company, we plan to educate other CEOs, CFOs, executives, and investors on the long-term value of Bitcoin treasuries, even while we are prevented by a US court from buying any Bitcoin, so that our value creation will extend from our own shareholders to the Bitcoin treasury movement globally. And notably, it is not just companies, but now governments that are seeing the value in building Bitcoin treasuries to preserve future capital. This includes the United States, where the White House announced the establishment of a strategic Bitcoin reserve in March 2025. Many US states are also moving forward with their own bills to establish Bitcoin reserves, with Arizona being the first to approve a state Bitcoin reserve just earlier this week. And that brings us on to the third main driver of Genius Group, our Genius City model. We believe the advent of AI will redefine the future of work. The education system that Genius Group is building is to prepare humans not for their day's work, but for their life's work, where each week isn't focused on working a nine to five and trying to outperform computers and robots, but instead is focused on humans pursuing self-awareness, self-mastery, and self-expression based on their passions, their purpose, and their unique genius. Communities are beginning to grow around the world that measure work, not just in money work measured by what you get, but also in community work based on what you give and personal work based on how you grow. And while smart cities are built on smart technologies, the genius cities are built on smart technologies and conscious people where education, creativity and community are at their heart. Genius Group is currently designing the first physical prototype of a genius city in Bali. This is in Indonesia in partnership with Nuwannu, a creative city spanning 44 hectares of oceanfront land. And the project to develop a genius city including a physical genius school, genius academy, accelerators, and enterprises as a prototype for the future of education is currently at signed term sheet stage and due diligence phase. And whilst this project is not confirmed to proceed until board approval has been granted, the project illustrates the vision that Genius Group has to develop a future education system that integrates with future communities in which technology enhances rather than replaces humanity. By illustration, the Bali-based Junior City vision is of a lifelong learning community and incubator for the talent of tomorrow, which includes, number one, entrepreneur and investor schools and incubators throughout the year. Number two, corporate retreat center and apprentice programs for enterprises. Number three, co-working space and talent pools in AI and the latest technologies. Number four, 5% of income from enterprises returning to the community and effectively creating a form of UBI. Number five, blockchain-based investments in accommodation and enterprises, effectively creating tokenized assets. And number six, Bitcoin-based financing to enable flexible liquid investments in which people can be staking their Bitcoin as collateral without actually having to sell it and getting a return from real-world assets. We believe this model, once properly developed, can be replicated around the world, and such communities will become magnets for entrepreneurs, investors, and global citizens seeking a purposeful environment of learning, earning, giving, and growing. And with that, I'll hand it over to Chief Financial Officer Gaurav Dhama to provide a summary of our 2023 financials.

Thanks. Thank you, Roger. Good morning, everyone. I can totally reiterate to Roger's comment about the group's vision and our desire to clear the legal objection so that we can freely execute our growth plan. On the slide 14, we are focusing on the audited financial statement for 2024 as shown in our 20-year filing, which was filed this morning. As there is no pending or recently closed M&A activity, unlike the previous year, we are disclosing only the audited financials and not pro forma financials. The company's operations have been fully audited by the auditors the company's revenue and profitability was severely impacted by the issues surrounding the asset purchase agreement with lzgi the anticipated increase in the product and the revenue resulting from the transaction did not really conspire and as a result the disruption to the company's operation throughout the year was very significant overall the revenue dropped to 7.9 million from 23 million in the previous year the costs however were also reduced across the board with the cost of revenue dropping from 11.1 million in 2023 to 3.5 million in 2024. Our operating expenses dropping from 48.3 million in 2023 to 32.7 million in 2024. The adjusted EBITDA loss also reduced slightly from 13.2 million to 13 million. Overall, on the balance sheet side, we have seen a significant improvement. The total asset grew from 43.2 million in 2023 to 101 million in 2024. This includes the current asset growing from 9.6 million to 42.2 million. The total liabilities fell from 23.5 million in 2023 and it fell to 21.6 million in 2024. This shows that the net asset value grew from 19.7 million to 79.4 million, which is a forex growth in our total net asset value. The continued growth and the strength of our balance sheet in 2025 is dependent on the group's success with its legal action to lift the current constraints on our operations. In the meantime, the company has been constantly taking actions to cut down on the cost. Two out of the three remaining business units are now achieving the profitability. With that, I'll hand it over back to Roger to carry out the further presentation.

Thank you very much for that, Gaurav, for the summary. And I'd like to emphasize the current focus, as Gaurav said, on profitability and cash positive growth, given the constraints currently imposed on the business. So we are providing provisional guidance of $10 to $30 million in revenue and positive EBITDA, which is dependent on us being able to lift the preliminary injunction on the company and enable us to build our balance sheet and treasury. And so we remain steadfast in our long-term focus on the success of Genius Group, despite our short-term challenges. And winning against those opposing our progress, and winning back the damages caused by their actions, which is substantial, and as I mentioned, in the hundreds of millions, and igniting the genius of each student, we touch with the ABCs of the future, where A is for AI, the future of work, B is for blockchain and Bitcoin, which is the future digital economy. And C is for community, which is how humanity can create more than it destroys as we reach the singularity. And we collectively pass the final exam, which we're clearly right now battling ourselves. I want to thank you for being an investor in Genius Group. And I do hope that all our investors will share the same long-term vision with us about how important it is for a company like Genius Group to be delivering on the education that it strives to deliver. Thank you very much, everyone, for tuning in and look forward to connecting with you on our future communications.