F-1/A: Genius Group Files Amendment to Form F-1 Registration Statement Including Audited Financials for Prime Source Group

Genius Group Limited has filed an amendment to its Form F-1 registration statement to include audited financial statements for Prime Source Group for the years ended December 31, 2023 and 2022.

Summary

• Genius Group Limited filed Amendment No.
• 4 to its Form F-1 registration statement on July 24, 2024.
• The amendment includes audited financial statements for Prime Source Group for the years ended December 31, 2023 and 2022.
• Prime Source Group's combined financial statements were prepared in accordance with International Financial Reporting Standards (IFRSs).
• Moore Kazakhstan LLP audited the combined financial statements.
• In 2023, Prime Source Group's revenue was KZT 23,618,659 thousand compared to KZT 9,204,444 thousand in 2022.
• The Group's profit for the year 2023 was KZT 2,316,720 thousand compared to KZT 819,311 thousand in 2022.
• As of December 31, 2023, the Group had total assets of KZT 9,656,466 thousand and total liabilities of KZT 4,706,772 thousand.

Sentiment

Score: 8

Explanation: The document presents a positive outlook due to the significant revenue and profit growth of Prime Source Group, although it also acknowledges risks associated with operating in Kazakhstan.

Positives

• Prime Source Group's revenue significantly increased from KZT 9,204,444 thousand in 2022 to KZT 23,618,659 thousand in 2023.
• The Group's profit for the year nearly tripled, increasing from KZT 819,311 thousand in 2022 to KZT 2,316,720 thousand in 2023.

Risks

• The Group's operations are primarily located in Kazakhstan, exposing it to economic, political, and social risks inherent in doing business there.
• Kazakhstan tax legislation is subject to varying interpretations and changes, which may lead to additional tax liabilities.

Future Outlook

Management believes that the Group's stable profitability and access to debt funding are sufficient to meet the Group's anticipated cash flow requirements.

Industry Context

The document provides financial details about Prime Source Group, a software development and IT consulting company operating in Kazakhstan; this is useful for investors to understand the financial health and growth trajectory of a company recently acquired by Genius Group Limited.

Comparison to Industry Standards

• Without specific industry benchmarks for Kazakh software development and IT consulting companies, it's difficult to directly compare Prime Source Group's performance.
• However, the significant revenue and profit growth from 2022 to 2023 suggests a strong performance relative to its prior year.
• Comparisons to global IT consulting firms like Accenture or Tata Consultancy Services would be difficult due to differing market conditions and scale.

Related Party Transactions

• From 2019 to 2022, the Group issued a number of loans to a related party.
• The loans are short-term, bore interest of 3%, unsecured and denominated in Russian roubles.
• The imputed interest cost on the loans was determined at the rates of 14.7% (2021: 8.2%; 2020: 7.8%).
• The discount at the initial recognition of the loans was recognised in profit or loss in the amount of KZT 252 thousand (2021: KZT 4,901 thousand; 2020: KZT 12,937 thousand).
• As at 31 December 2022 the loans are repaid in full.

Stakeholder Impact

• Shareholders of Genius Group Limited will be interested in the financial performance of Prime Source Group, as it is now a part of their company.
• Employees of Prime Source Group may be impacted by the change in ownership structure.
• Customers and suppliers of Prime Source Group may experience changes in their relationships with the company.

Key Dates

Keywords

financial statements, Prime Source Group, audited financials, Form F-1, Genius Group, registration statement