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BUSINESS COMBINATIONS | 12 Months Ended
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Dec. 31, 2025
Business Combinations |
BUSINESS COMBINATIONS | NOTE 4 — BUSINESS COMBINATIONS Acquisition of Entrepreneur Resorts On July 31, 2025, Genius Group Ltd acquired 100% of the equity interest of Tau Game Lodge, Matla Game Lodge, Entrepreneur Resorts Pte Ltd, PT Vision Villas from Entrepreneurs Resorts Limited for purchase consideration of $44,250,000, made up of 50,000,000 Genius Group Ltd ordinary shares. The Company will also make capital contribution of $1,000,000 to pay certain acquisition indebtedness, general working capital purposes and capital improvements related to the subsidiaries, in the form of a loan to be repaid by the subsidiaries. The resort is a combination of Café and resort model operating from South Africa and Indonesia. The purchase price allocation presented below is provisional goodwill based on a preliminary valuation report. The Group may adjust these amounts during the measurement period of up to one year from the acquisition date as additional information becomes available, with any adjustments recorded against goodwill. The following table summarises the fair value of the identifiable assets and liabilities at the acquisition date and effects of the acquisition on the Group’s cash flows: SCHEDULE OF THE ALLOCATION OF PURCHASE CONSIDERATION TO THE FAIR VALUE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES
|  | Fair value on acquisition |
Purchase price |  |  |  |
Fair value of share considerations |  | $ | 44,250,000 |
Total purchase price |  |  | 44,250,000 |
Acquired cash |  |  | 961,424 |
Trade and other receivable |  |  | 252,706 |
Inventory |  |  | 156,328 |
Prepaid expenses and other current assets |  |  | 945,476 |
Property, plant and equipment, net |  |  | 6,753,000 |
Intangible assets |  |  | 2,300,000 |
Trade payable, accrued expenses and other liabilities |  |  | (670,670 | )
Other non-current liabilities |  |  | (104,806 | )
Long term borrowings and lease liabilities |  |  | (2,876,966 | )
Deferred tax liability |  |  | (1,020,211 | )
Net Identifiable Assets |  |  | 6,696,281 |
Goodwill |  | $ | 37,553,719 |
The Acquisition was accounted for using by the acquisition method of accounting. SCHEDULE OF ACQUISITION METHOD OF ACCOUNTING
|  | USD |
Consideration transferred |  |  |  |
Cash paid |  | $ | - |
Effect on cash flows on the Group |  |  |  |
Cash paid |  |  | - |
Less: Cash and cash equivalents in subsidiary acquired |  |  | (961,424 | )
Cash inflow on acquisition |  | $ | 961,424 |
Acquisition of Pro Education On November 03, 2025, Genius Group Ltd acquired 51% of the equity interest of Yayasan Pro Education International Center and PT Pro Education jointly termed as Pro Education (“Pro Ed”). The acquisition was completed on November 5, 2025 (the “Acquisition Date”). The total consideration for the 51% equity interest is US$2,000,000, payable in two installments: US$1,000,000 on the Acquisition Date, and the remaining US$1,000,000 with the first quarter of 2026. Pro Ed operates through two campuses in Bali namely Nuanu and Umalas. The purchase price allocation presented below is provisional goodwill based on a preliminary valuation report. The Group may adjust these amounts during the measurement period of up to one year from the acquisition date as additional information becomes available, with any adjustments recorded against goodwill. Below is a summary of the allocation of purchase consideration to the fair value of identifiable assets acquired and liabilities assumed, as prepared by an independent valuer. SCHEDULE OF THE ALLOCATION OF PURCHASE CONSIDERATION TO THE FAIR VALUE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES
|  | Fair value on acquisition |
Purchase price |  |  |  |
Cash paid |  | $ | 1,000,000 |
Cash to be paid by first quarter of 2026 |  |  | 1,000,000 |
Total purchase price |  |  | 2,000,000 |
Acquired cash |  |  | 96,661 |
Trade and other receivable |  |  | 2,069,362 |
Prepaid expenses and other current assets |  |  | 382,235 |
Property, plant and equipment, net |  |  | 3,922,908 |
Construction in progress |  |  | 186,017 |
Operating right of use asset |  |  | 1,551,151 |
Intangible assets |  |  | 1,400,000 |
Trade payable, accrued expenses and other liabilities |  |  | (3,836,882 | )
Long term borrowings and lease liabilities |  |  | (6,279,361 | )
Deferred tax liability |  |  | (308,000 | )
Net Identifiable Assets |  |  | (815,909 | )
Add: Non-Controlling interest |  |  | 1,921,569 |
Goodwill |  | $ | 4,737,478 |
The Acquisition was accounted for using by the acquisition method of accounting. SCHEDULE OF ACQUISITION METHOD OF ACCOUNTING
|  | USD |
Consideration transferred |  |  |  |
Cash paid |  | $ | 1,000,000 |
Effect on cash flows on the Group |  |  |  |
Cash paid |  |  | (1,000,000 | )
Less: Cash and cash equivalents in subsidiary acquired |  |  | 96,661 |
Cash outflow on acquisition |  | $ | 903,339 |
The subsidiary that has non-controlling interests (NCI) that are considered material to the Group and additional disclosures on them are presented below. SCHEDULE OF NON CONTROLLING INTERESTS
|  | 2025 |
Name of the subsidiary: |  |  |  |
ProEd Global School |  | $ | 1,921,569 |
Profit for the year allocated to NCI of the subsidiary |  |  | (670,895 | )
Accumulated NCI of the subsidiary at the financial year end |  | $ | 1,250,674 |
The summarised financial information of the subsidiary (not adjusted for the percentage ownership held by the group and amounts before inter-company eliminations) is as follows: SCHEDULE OF FINANCIAL INFORMATION
Current assets |  | $ | 2,310,273 |
Non-current assets |  |  | 5,578,600 |
Current liabilities |  |  | (4,230,378 | )
Loss for the financial year |  |  | (229,039 | )
Operating cash flows, increase |  |  | 225,891 |
Investing cash flows, increase |  |  | - |
Financing cash flows, decrease |  |  | - |
Net increase in cash |  | $ | (3,148 | )

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