HALF-YEAR INTERIM REPORT

30 JUNE 2024

Unaudited Interim Group Management Report	3
Unaudited Condensed Consolidated Interim Financial Statements	14

Page

LEARND SE

UNAUDITED INTERIM GROUP MANAGEMENT REPORT

AS AT AND FOR THE SIX-MONTH PERIOD ENDED

30 JUNE 2024

UNAUDITED INTERIM GROUP MANAGEMENT REPORT 30 JUNE 2024

		Page
1.	Fundamental Information about the Group	5
2.	Report on Economic Position	6
3.	Report on Risks and Opportunities	12
4.	Outlook	12

UNAUDITED INTERIM GROUP MANAGEMENT REPORT 30 JUNE 2024

1. Fundamental Information about the Group

1.1 Business model

The learnd Group (hereinafter also referred to as "learnd" or the "Group"), comprises the parent entity learnd SE (hereinafter the "Company"), Luxembourg, and its direct and indirect subsidiaries. The Group aims to become a leading force in European building management by addressing the pressing challenges of recent energy price volatility and the increasing demand for connected sustainable and energy-efficient buildings of owners and commercial users.

The Group specialises in the provision and administration of cloud-based proprietary solutions for building management systems ("BMS"), which are computer-based control systems used to monitor and manage a building's essential services such as lightning, power, and heating. learnd offers tailored services encompassing installation, management, and maintenance of these systems, provided by thirdparty suppliers in its customers' buildings. Additionally, learnd's remote operations centre ("ROC") and open data platform combine in-field and remote engineering expertise, ensuring real-time, efficient customer support. Through these services, customers can reduce the energy consumption and carbon emissions of their buildings, thereby decreasing their maintenance costs and enhancing overall cost and energy efficiency.

learnd specializes in a diverse portfolio of products and services as follows:

On Site BMS Services
Remote and Energy Services
Unified BMS, smartphone app and other technology propositions

The disclosures made in the Annual Report 2023 around the Group's business model, capital markets, governance and takeover law, internal management system as well as research and development activities are still applicable at the time this interim management report is being issued.

1.2 Changes in the Group Structure

Group restructuring

On 23 February 2024, learnd Acquisition S.á r.l, a direct subsidiary of the Company incorporated on 27 November 2023, acquired 100% of the issued share capital of learnd Limited from learnd SE. This acquisition was executed through the issuance of new ordinary shares in learnd Acquisition S.á r.l to learnd SE as consideration for the transaction.

Business Combinations

The Group's business model includes a low-risk buy-and-build-strategy by acquiring companies that provide traditional building control solutions and then enhancing their offerings with learnd's advanced technology. Through the plug-&-play technology, learnd enables acquired companies to quickly adapt the Group's cloud-based building and energy management solutions, directly optimizing cost and energy efficiency at scale for their customers.

In line with its strategy to selectively pursue M&A opportunities and partnerships to consolidate the building management systems market and expand its operations geographically, learnd entered into two further business combinations in the six months ended 30 June 2024:

On 26 February 2024, learnd Ltd acquired 100% of the share capital of Crucible Holding Limited, a UK business, and its subsidiaries, thereby obtaining control. Crucible Holding Limited operates in the field of building controls, energy and remote management solutions under the 'BG Energy Solutions' brand. Crucible Holding Limited has years of expertise and a vast portfolio of customers that substantially extends the Group's technology solutions reach within the UK.

On 23 February 2024, the Group acquired 100% of the share capital of three Irish incorporated and tax resident companies: Ashdown HVAC Controls Limited, ACS Maintenance Limited, and Ashdown Control Switch Gear Limited (collectively referred to as the Ashdown Controls Group), thereby obtaining control. The Ashdown Controls Group operates in the field of building controls, energy and remote management

UNAUDITED INTERIM GROUP MANAGEMENT REPORT 30 JUNE 2024

solutions across the island of Ireland. With over 35 years of trading history, the acquisition strengthens the Group's capabilities and market presence in energy management and remote building control services.

1.3 Capital markets, governance and takeover law

General information

learnd SE shares are traded on the regulated market (General Standard) on the Frankfurt Stock Exchange under the symbol "LRND" and ISIN LU2358378979 in Frankfurt, Germany.

The Company's governing bodies are the Management Board, the Supervisory Board and the shareholders' meeting. The Company is managed by its Management Board under the supervision and control of the Supervisory Board in two-tier governance structure. The members of the Supervisory Board were appointed by an extraordinary shareholders' meeting of the Company held on 12 January 2023. On 19 June 2024, Karl-Theodor zu Guttenberg was appointed as a member of the Supervisory Board.

1.4 Internal Management System

The disclosures made in the Annual Report 2023 around the Group's internal management system including the definitions of the most important financial Key financial Performance Indicator's (KPIs) of the Group are still applicable at the time this unaudited consolidated interim management report is being issued.

The most important financial KPI's are shown in the table below:

	6 months ended
	30 June 2024	30 June 2023	Change
Financial Key Performance Indicators	£	£	%
Revenue	25,201,721	14,155,790	78%
Adjusted EBITDA	2,494,172	1,157,257	116%

For details, please refer to 2.2.1 Results of operations.

1.5 Employees

For the six months ended 30 June 2024, the Group had employed an average of 356 employees, representing an increase of 69% compared to the last reporting period (31 December 2023: 211). The overall increase in the head count is attributed to the Group's acquisition of the Crucible Holding Limited and the Ashdown Controls Group, reflecting the Group's strategic expansion and integration of new business units.

2. Report on Economic Position

2.1 Macroeconomic and sector-specific conditions

Overall, the World Bank expects global growth to reach 2.6% in 2024, a slight improvement from its 2023 forecast of 2.3%. This modest recovery is due to easing inflationary pressures and a slight improvement in global trade dynamics. Inflation remains high and persistent in many advanced economies but is expected to decline as commodity prices stabilize and demand weakens. Projections for 2024 are slightly lower than in previous forecasts, reflecting ongoing geopolitical uncertainties and slower-than-expected recoveries in key markets.

Whilst inflation and interest rates have started to moderate from their 2022 and 2023 peaks, and consumer confidence is gradually improving, consumer demand is still recovering from two years of economic strain.

The ongoing geopolitical tensions, in particular the ongoing conflict in Ukraine, which continues to have an impact on energy prices and supply chains, continue to contribute to a high degree of uncertainty regarding future macroeconomic developments. These adverse macroeconomic conditions are affecting both investment and consumption, impeding overall economic growth.

The Office for National Statistics (UK) stated that real gross domestic product (GDP) rose by 0.7% in the first quarter of 2024 and by 0.6% in the second quarter. Year-on-year, real GDP for the second quarter rose by 0.9%. Compared to the European Union, this was slightly higher, as the growth rate was 0.3% in both quarters. However, cooling headline inflation is providing some relief to households and firms. Easing commodity prices and supply constraints have been mainly responsible, but persistent core inflation has proved more difficult to tackle. The Bank of England's official bank rate remained at 5.25% at the end of the first half of the year.

During the first half of 2024, the electricity price temporarily fell from £80/MWh in early January to £69/MWh in early April. By the end of June, the price had risen back to £83/MWh. Compared to the other European countries, the average was therefore slightly higher, with an average price of €70/MWh for the first half of the year. In general, the trend shows a slight easing and flattening of the market.

2.2 Results of operations, financial position and assets and liabilities of the Group

2.2.1 Results of operations

Unaudited Condensed Consolidated Interim Statement of Comprehensive Income

	6 months ended
	30 June 2024	30 June 2023	Change
	£	£	%
Revenue	25,201,721	14,155,790	78%
Cost of sales	(15,538,193)	(8,901,358)	75%
Gross profit	9,663,528	5,254,432	84%
Administrative expenses	(10,263,374)	(53,664,347)	(81)%
Fair value gain on warrants	5,980,948	4,447,692	34%
Finance income	73,891	38,396	92%
Finance expense	(1,047,664)	(321,143)	226%
Income tax	90,000	90,000	-
Profit / (Loss) for the period	4,497,329	(44,154,969)	(110)%

The development of individual income and expense items is presented in the following sections:

Revenue by area of activity	6 months ended
	30 June 2024	30 June 2023	Change
	£	£	%
Strategic accounts and projects	18,740,296	10,457,482	79%
Services	5,906,828	2,962,007	99%
Data enabled services	554,597	736,301	(25)%
Total	25,201,721	14,155,790	78%

	6 months ended
Revenue by region	30 June 2024	30 June 2023	Change
	£	£	%
United Kingdom	20,054,082	13,916,900	44%
Rest of the world	5,147,639	238,890	2,055%
Total	25,201,721	14,155,790	78%

In the first half of 2024, the Group's total revenue increased by 78% to £25,201,721.

While the revenues from the Group's Services business continues to exhibit steady growth, the majority of revenues for the reporting period were derived from Strategic accounts and projects. This increase is mainly driven by the acquisition of Crucible Holding Limited and the Ashdown Controls Group in February 2024, as well as Complete Energy Controls Ltd ("CEC"), which was acquired in May 2023 and contributed six months of revenue in this period, compared to only one month in the six months ended 30 June 2023.

In contrast, revenues from Data enabled services experienced 25% decline, due to the decrease in software subscription revenue from a large customer.

In the United Kingdom revenue grew by 44%. The 2,055% increase in revenue from the rest of the world was due to the acquisition of Ashdown Controls Group, which primarily operates in the Republic of Ireland.

Cost of sales increased by 75% to £15,538,193 during the reporting period. This increase in cost of sales is directly linked to the acquisitions of Crucible Holding Limited and the Ashdown Controls Group in February 2024. Additionally, the acquisition of CEC in May 2023 is now fully reflected in the 2024 costs, it contributed only one month of costs in the same period of 2023. This increase is consistent with the corresponding growth in revenue from the newly acquired businesses.

Administrative expenses decreased by £43,400,973 or 81%, from £53,664,347 in the six months ended 30 June 2023 to £10,263,374 in the six months ended 30 June 2024. This significant decrease is mainly attributable to the non-recurring effect of £48,070,476 related to share listing expenses incurred for the de-SPAC transaction, which was closed on 18 January 2023 and recognised in the prior period.

In contrast, personnel expenses increased in the six months ended 30 June 2024 due to the acquisitions of Crucible Holding Limited and the Ashdown Controls Group in February 2024. Additionally, the acquisition of CEC in May 2023 is now fully reflected in the 2024 costs, CEC contributed only one month of expenses in the corresponding period of 2023. These acquisitions contributed to the increase in headcount and associated costs.

The Group recognised a fair value gain on warrants linked to the Business Combination, specially involving 7,500,000 Class A warrants and 7,145,833 Class B warrants of learnd SE (collectively, the "warrants"). These warrants were among the liabilities assumed by learnd Ltd from learnd SE.

The fair value of the Class A warrants decreased from €0.97 as at 31 December 2023 to €0.58 as at 30 June 2024, while the fair value of the Class B warrants decreased from €1.22 to €0.65 over the same period. This decline in fair value resulted in a fair value gain of £5,980,948 (€6,998,125) for the six months ended 30 June 2024, compared to a gain of £4,447,692 in the same period of 2023. This gain is reflected in the Group's financial performance for the reporting period.

Finance expenses increased by £726,521 from £321,143 in the six months ended 30 June 2023 to £1,047,664 in the six months ended 30 June 2024, primarily due to higher interest expenses on loans and borrowings. This increase is largely attributable to a new loan agreement entered into with P Capital Partner AB as arranger, along with several banks as original lenders, providing the Group with three credit facilities totalling EUR 30 million. These new loan facilities incurred interest expenses of £739,387 during the reporting period.

For the six months ended 30 June 2024, the Group reported a consolidated profit of £4,497,329, a significant increase from the £(44,154,969) loss recorded in same period of 2023. This significant

increase is primarily related to the non-recurring share listing expense recognised in accordance with IFRS 2 in the prior period, resulting from the de-SPAC Transaction.

Profitability

Adjusted EBITDA amounted to £2,494,172 for the six months ended 30 June 2024, compared to £1,157,257 for the same period in 2023. Adjustments to EBITDA, totalling £2,056,488 in the first six months of 2024 (first six months ended 30 June 2023: £49,016,395), include the following non-recurring items:

	6 months ended
	30 June	30 June
	2024	2023
	£	£
Adjusted EBITDA	2,494,172	1,157,257
Non-recurring items:
Expenses resulting from the de-SPAC Transaction	-	(49,339,314)
Corporate expenses	(1,254,132)	903,520
Transaction costs related to acquisition of new subsidiaries	(459,589)	(346,583)
Expenses related with the reorganisation of the Group	(155,011)	(6,676)
Other expenses	(187,756)	(227,343)
Total EBITDA Adjustments	(2,056,488)	(49,016,395)
EBITDA	437,684	(47,859,138)
Depreciation and amortisation	(1,037,530)	(550,777)
Finance result	5,007,175	4,164,945
Profit / (Loss) before tax for the period	4,407,329	(44,244,969)

2.2.2 Financial Position

Capital structure

On 9 February 2024, learnd Acquisition S.á r.l entered into a loan agreement with P Capital Partner AB as arranger and multiple banks as original lenders. Under this agreement, the Group secured three credit facilities totalling €30 million. These facilities include Acquisition Facility in the amount of €12.5 million, Facility A in the amount of £7.5 million, and Facility B in the amount of €17.5 million reduced by the EURequivalent amount of £7.5 million. All three provided credit facilities have a term of five years and bear variable interest rates.

On 23 February 2024, Facility A and Facility B were fully utilized, with £7,500,000 from Facility A and €8,728,070 (£7,387,264) from Facility B being drawn down by learnd Ltd and by learnd Acquisition S.á r.l, respectively. These funds were used for the payment of the cash considerations and transaction costs associated with the two acquisitions. Additionally, part of the draw down by learnd Limited was used to repay existing bank loans from ThinCats, which include a principal repayment of £2,481,481 and accrued interest of £24,935 as of the repayment date in February 2024.

On 22 February 2024, the Group has entered into a "Loan Reorganization Agreement" to rearrange the existing shareholder loan from AFT Tech Ventures AG to learnd Ltd. "Shareholder loan AFT Tech". Through the rearrangement, learnd SE has become the borrower of the Shareholder loan AFT Tech and lends the loan to learnd Acquisition S.á r.l, who then lends the loan further to learnd Ltd. The loan term has been changed from without a set repayment schedule to repayment date of 31 December 2028. The interests are payable on the repayment date. As a result of this rearrangement, the Shareholder loan AFT Tech including principal and interest have been reclassified from current to non-current liabilities.

The following table provides an overview of the new loans the Group drawn down in the six months period ended as at 30 June 2024 and the new term of the Shareholder loan AFT Tech:

Loans and borrowings	Original currency	Matures in	Interest type	Effective interest rate in %	Nominal value £	Carrying amount £
30 June 2024
		February	Variable	13.78	7,500,000	7,357,027
Facility A	GBP	2029	rate interest	12.50	7,387,264	7,226,306
Facility B	EUR	February 2029	Variable rate interest
				5.0	3,686,667	3,686,667
Shareholder loan AFT Tech	GBP	31 December 2025	Fixed-rate interest

Investments

The Group's investment volume, including investments in property, plant and equipment and intangible assets) increased to £10,237,527 during the six months ended 30 June 2024, exceeding the previous year's level. This increase is primarily attributed to the acquisitions of Crucible Holding Limited and Ashdown Controls Group.

As a result of these acquisitions, the Group's intangible assets increased by £8,710,470, mainly due to the recognition of customer relationships valued at £2,032,557 and goodwill of £6,677,913. In addition, property, plant and equipment increased by £462,346 due to the acquisitions, further contributing to the Group's expanded asset base.

Unaudited condensed consolidated interim statement of cash flows

The unaudited condensed consolidated interim statement of cash flows can be summarised as follows:

	6 months ended
	30 June 2024	30 June 2023	Change
	£	£	absolute
Net cash used in operating activities	(1,318,056)	(3,980,382)	(67)%
Net cash used in investing activities	(6,081,268)	(1,506,369)	304%
Net cash generated from financing activities	10,419,838	5,234,398	99%

Net cash used in operating activities amounted to £1,318,056 in the six months ended 30 June 2024, a significant decrease from the previous period's figure of £3,980,382. This decrease is largely attributable to the payment of professional fees in the first half-year of 2023 for the non-recurring de-SPAC Transaction closed on 18 January 2023. Whereas there are no such payments incurred in the first half-year of 2024.

Net cash used in investing activities increased by £4,574,899 in the six months ended 30 June 2024. This increase was mainly attributable to the net cash outflow of £5,731,094 used for the acquisition of Crucible Holding Limited and the Ashdown Controls Group (net of cash acquired). In comparison, during the six months ended 30 June 2023, the cash outflows were related to the payment of the net cash consideration for the acquisition of Complete Energy Controls Ltd.

Net cash generated from financing activities increased by £5,185,440 in the six months ended 30 June 2024. This increase was primarily driven by proceeds from new loan facilities obtained from P Capital Partner AB in the amount of £14,583,333. This was partially offset by the repayment of loans to ThinCats totalling £2,579,838, lower proceeds from the issuance of class A shares in the amount of 2,027,909, and the settlement of the discounting facility in Ashdown Group, which amounted to 1,061,363 after the acquisition.

2.2.3 Assets and Liabilities

	30 June 2024	as % of total assets	31 December 2023	as % of total assets	Change in %
Non-current assets	23,370,653	53%	12,486,932	51%	87%
Current assets	21,111,190	47%	12,214,947	49%	73%
Total assets	44,481,843	100%	24,701,879	100%	80%
Equity	(3,561,569)	(8)%	(12,838,854)	(52)%	(72)%
Non-current liabilities	30,401,686	68%	19,505,632	78%	56%
Current liabilities	17,641,726	40%	18,035,101	74%	(2)%
Total equity and liabilities	44,481,843	100%	24,701,879	100%	80%

Unaudited condensed consolidated interim statement of financial position

As at 30 June 2024, total assets amounted to £44,481,843, representing a 80% increase. This growth was mainly attributable to the following effects:

Non-current assets increased by £10,883,721 to £23,370,653. This increase was primarily driven by the recognition of goodwill amounting to £6,677,913, and customer relationships valued at £2,032,557 as intangible assets, both arising from the acquisitions of Crucible Holding Limited and the Ashdown Controls Group.

Current assets totalled £21,111,190, reflecting a £8,896,243 increase from 31 December 2023. This growth was mainly caused by the acquisition of Crucible Holding Limited and the Ashdown Controls Group, which contributed to an increase in trade and other receivables by £2,823,503 as at the acquisition date.

Additionally, there was an increase in cash and cash equivalents due to the new loan agreement with P Capital Partner AB as arranger and multiple banks as original lenders, as well as cash and cash equivalent acquired from Crucible Holding Limited and the Ashdown Controls Group. The Group drew down a total amount of £14,887,264 from this loan agreement and received a net amount of £14,583,333 after payment of arrangement fees. A portion of these funds was used to finance the payment of cash consideration for acquisitions, amounting to £7,207,694 and settle the existing debt of the acquired companies totalling €1,940,886 and to repay bank loans from ThinCats, including principal and interest, totalling £2,506,416. The remaining funds of £2,236,643 were retained in cash and cash equivalent as of 30 June 2024 to be used for the payment of transaction costs of acquisitions and for providing working capital to the Ashdown Controls Group.

Equity increased by £9,277,285 to £(3,561,569) mainly driven by the increase in share premium of £4,396,852. This was due to the issuance of treasury shares, including 310,465 shares valued at £2,200,000 for the acquisition of Crucible Holding Limited and 230,303 new shares issued with value at £1,621,460 for the acquisition Ashdown Controls Group during the six months period ended 30 June 2024.

Non-current liabilities increased by £10,896,053 as at 30 June 2024. This increase was primarily driven by the drawn down of £14,887,264 under the new loan agreement, along with the increase in non-current lease liabilities of £1,028,432 attributed to the acquisitions and newly leased automobiles. Additionally, the reclassification of AFT loans in the amount of £3,686,667 from current to non-current liabilities, triggered by the loan rearrangement, contributed to this increase. These factors were partially offset by the decrease in the fair value of the class A and class B warrants by £6,285,633 and the full repayment of the ThinCats loan amounting to £2,579,838 in 2024.

Current liabilities amounted to £17,641,726 as at 30 June 2024, which represents a decrease of £393,374 from the previous year's figure of £18,035,101. This decline is primarily due to the reclassification of AFT loans of £3,686,667 from current to non-current liabilities, following the loan rearrangement. However, this was partially offset by an increase in trade and other payables, which increased from £13,095,117 to £16,491,903.This increase is largely attributed to the acquisitions of Crucible Holding Limited and the Ashdown Controls Group in 2024.

3. Report on Risks and Opportunities

There has been no significant change in the overall assessment of risks and opportunities during the reporting period compared to the position outlined in the 2023 Annual Report. No new individual risks, nor the cumulative sum of individual risks, have been identified as material or critical to the Group's operations or financial performance.

The Group has drawn down £14,887,264 loans under the new loan agreement, which are bearing variable interest rates. However, the Group does not expect the interest rates will be significantly higher than the current interest rates and therefore does not consider the new loans will expose the Group with significant higher interest rate risk. After the acquisition of the Ashdown Controls Group, learnd Group has expanded its business in the Republic of Ireland where the currency is Euro, however, as the Ashdown Controls Group also has office and business in North Ireland where the currency is the same as the learnd Group, in Pound sterling, the Group does not expect the newly acquired Irish business will lead the Group to significantly higher foreign exchange risk. The Group continues to monitor potential risks closely while maintaining its strategic approach to managing opportunities in the current economic environment.

4. Management's Responsibility Statement

The Management Board reaffirms its responsibility to ensure the maintenance of proper accounting records disclosing the consolidated financial position of the Company with reasonable accuracy at any time. It also emphasizes the implementation of an appropriate internal control system to ensure the efficient and transparent conduct of the Company's business operations.

In compliance with Article 4 of the Luxembourg law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended, the Management Board declares that, to the best of their knowledge, the unaudited interim condensed consolidated financial statements for the period ended 30 June 2024, prepared following International Financial Reporting Standards as adopted by European Union, give a true and fair view of the assets, liabilities, financial position as of that date and results for the period then ended.

Furthermore, the unaudited interim group management report includes a fair review of the development and performance of the Company's operations throughout the period. It also addresses business risks, where appropriate, faced by the Company along with other information required by Article 68ter of the Luxembourg law of 19 December 2002 on the Trade and Company Register and companies and on bookkeeping and annual accounts of companies and amending certain legal dispositions, as amended.

5. Outlook

The forecast report of learnd takes into account relevant facts and events that were known at the time the unaudited interim group management report was prepared and which could influence future business development.

General economic conditions

The economic forecasts for the year 2024 assume that economic development in Europe and UK will be characterized by economic uncertainty, persistent inflation, ongoing supply chain problems and the ongoing war in Ukraine.

In April 2024, the International Monetary Fund (IMF) forecasted a real GDP growth of 0.8% for Europe and a slightly lower rate of 0.5% for United Kingdom in 2024. Additionally, headline inflation is expected to be at 2.4% in the Euro Area, while in the UK the levels are expected to be slightly higher with 2.5%. Due to the ongoing geopolitical tensions affecting the global wholesale market, energy prices in the UK will continue to rise slightly in 2024.

UNAUDITED INTERIM GROUP MANAGEMENT REPORT 30 JUNE 2024

Business Performance

The Group's business outlook is based on the aforementioned macroeconomic forecasts and its internal plans for the 2024 financial year. These projections do not assume any significant changes beyond the stated parameters and do not factor in potential outcomes from the ongoing Russian-Ukrainian or Israeli-Palestinian conflicts, which could affect either European economic conditions or the Group's business performance.

For the current financial year, learnd continues to expect a revenue increase of over 50%, with expected total revenues ranging between €60.0 million and €70.0 million by year-end. The Adjusted EBITDA is projected to reach between €6.0 million and €7.0 million, representing a slight decrease compared to the outlook as of 31 December 2023 (Expected range between €7.0 million and €8.0 million

learnd SE

Luxembourg, 2 October 2024

Simon Wood Member of the Management Board John Clifford Member of the Management Board Unaudited condensed consolidated interim financial statements 30 June 2024

LEARND SE

Unaudited condensed consolidated interim financial statements

30 June 2024

Unaudited condensed consolidated interim financial statements 30 June 2024

Directors	S J Wood J Clifford
Registered number	B255487
Registered office	5, Heienhaff L-1736 Senningerberg Grand Duchy of Luxembourg
Independent auditors	Mazars Luxembourg S.A., 5, Rue Guillaume J. Kroll, L-1882 Luxembourg

	Page
Unaudited condensed consolidated interim statement of comprehensive income	17
Unaudited condensed consolidated interim statement of financial position	18
Unaudited condensed consolidated interim statement of changes in equity	19
Unaudited condensed consolidated interim statement of cash flows	20
Notes to the unaudited condensed consolidated interim financial statements	21

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Interim Statement of Comprehensive Income

		Unaudited 6 months ended
	Notes	30 June 2024 £	30 June 2023 £

Revenue Cost of sales	8 9	25,201,721 (15,538,193)	14,155,790 (8,901,358)

Gross profit		9,663,528	5,254,432
Administrative expenses	10	(10,263,374)	(53,664,347)
Operating (loss)		(599,846)	(48,409,915)
Fair value gain on warrants	22	5,980,948	4,447,692
Finance income		73,891	38,396
Finance expense	11	(1,047,664)	(321,143)
Profit / (Loss) before tax		4,407,329	(44,244,969)
Income tax	12	90,000	90,000
Profit / (Loss) for the period		4,497,329	(44,154,969)
Other comprehensive income Items that can be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations		360,858	446,357
Total comprehensive Profit / (Loss) for the period		4,858,186	(43,708,613)
Basic profit / (loss) per share	13	0,33	(3.97)
Diluted profit / (loss) per share	13	0,32	(3.97)

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Interim Statement of Financial Position

		Unaudited 30 June	Audited 31 December
	Notes	2024	2023
		£	£
ASSETS
Non-current assets
Intangible assets	14	18,980,601	9,744,737
Property, plant and equipment	15	570,220	235,376
Right-of-use assets	16	3,819,832	2,506,819
Total non-current assets		23,370,653	12,486,932
Current assets
Inventories		1,161,788	623,921
Trade and other receivables	17	14,848,123	9,388,639
Cash and cash equivalents		4,788,086	1,769,046
Deferred tax assets	12	313,193	433,342
Total current assets		21,111,190	12,214,947
Total assets		44,481,843	24,701,879

EQUITY AND LIABILITIES
Share capital		461,464	439,218
Share premium		35,730,923	31,334,071
Foreign currency translation reserve		558,908	198,050
Share-based payments reserve		2,759,377	2,759,377
Retained earnings		(43,072,242)	(47,569,571)
Total equity	18	(3,561,569)	(12,838,854)
Non-current liabilities
Lease liabilities (non-current)	16	2,880,556	1,852,124
Class A warrants at fair value	22	3,681,753	6,322,339
Class B warrants at fair value	22	3,931,258	7,576,306
Loans and borrowings	19	19,896,842	3,743,5881
Provisions	20	11,276	11,276
Total non-current liabilities		30,401,686	19,505,632
Current liabilities
Lease liabilities (current)	16	1,032,012	726,639
Trade and other payables	22	16,491,903	13,095,1171
Short term borrowings	19	117,811	4,213,3451
Total current liabilities		17,641,726	18,035,101

Total liabilities		48,043,412	37,540,733
Total equity and liabilities		44,481,843	24,701,879

¹ The comparative figures were adjusted due to the revised presentation of a loan, which resulted the increase in Loans and borrowings (noncurrent) by £232,139 and short-term borrowings by £10,291, while trade and other payables was decreased by £242,430.

Unaudited Condensed Consolidated Interim Statement of Changes in Equity

£	Share capital	Share premium	Retained earnings	Foreign currency translation reserve	Share based payments reserve	Total shareholders' equity
Balance at 31 December 2023	439,218	31,334,071	(47,569,571)	198,050	2,759,377	(12,838,854)
Profit for the period			4,497,329			4,497,329
Other comprehensive income for the period				360,858		360,858
Total comprehensive profit for the period			4,497,329	360,858		4,858,186
Issuance of new shares	7,547	1,613,913				1,621,460
Issuance of treasury shares	14,699	2,782,939				2,797,638
Total transactions with owners	22,247	4,396,852				4,419,098
Balance as at 30 June 2024	461,465	35,730,923	(43,072,242)	558,908	2,759,377	(3,561,569)

£	Share capital	Share premium	Retained earnings	Foreign currency translation reserve	Share based payments reserve	Total shareholders' equity
Balance at 31 December 2022	95	-	1,869,349	-	98,061	1,967,505
(Loss) for the period	-	-	(44,154,969)	-	-	(44,154,969)
Other comprehensive income for the period	-	-	-	446,357	-	446,357
Total comprehensive profit / (loss) for the period	-	-	(44,154,969)	446,357	-	(43,708,612)
Share capital restructuring	244,919	(244,919)	-	-	-	-
Reverse acquisition of GFJ SPAC	134,345	(25,506,772)	-	-	48,070,476	22,698,049
Equity-settled share based payment	-	-	-	-	2,086,969	2,086,969
Sale of treasury shares	15,529	2,537,958	-	-	-	2,553,487
Total transactions with owners	394,793	(23,213,733)	-	-	50,157,445	27,338,505
Balance at 30 June 2023	394,888	(23,213,733)	(42,285,622)	446,357	50,255,506	(14,402,604)

Unaudited Condensed Consolidated Interim Statement of Cash Flows

			6 months ended
		30 June	30 June
	Notes	2024	2023
		£	£
Profit / (Loss) for the period Adjustments for:		4,497,329	(44,154,969)
Depreciation and amortisation		1,037,378	524,109
Impairment of tangible assets		89,773
Finance expenses		576,967	2,451
Share based payment charge		-	86,969
Non-cash share listing expense		-	48,070,476
Fair value (gains) on warrants		(5,980,948)	(4,447,692)
Income tax expenses		(90,000)	(90,000)
Change in operating assets and liabilities
(Increase)/decrease in debtors		(1,836,838)	(1,371,984)
(Increase)/decrease in inventories		(462,871)	189,438
(Decrease)/increase in creditors		640,506	(3,176,580)
Cash flows from operating activities
Cash generated from operating activities		(1,528,703)	(4,367,782)
Interest paid		-	313,307
Income tax paid		-	-
Income tax received		210,647	74,093
Net cash used in operating activities		(1,318,056)	(3,980,382)
Cash flows from investing activities
Purchase of intangible assets		(165,398)	(176,475)
Purchase of tangible assets		(50,186)	(69,711)
Acquisition of subsidiaries, net of cash acquired		(5,735,557)	(745,664)
Capitalised expenditure for research and
development		(130,127)	(514,519)
Net cash used in investing activities		(6,081,268)	(1,506,369)
Cash flows from financing activities
Proceeds from issuance of class A shares		598,681	2,626,590
Capital reorganisation (reverse acquisition)		-	2,681,7752
Proceeds from loans and borrowings		14,726,492	-
Repayments of loans and borrowings		(2,681,127)	(201,084)
Proceeds from shareholder loans		-	700,424
Payments of lease liabilities		(608,111)	(408,845)
Interest paid		(554,734)	(164,462)
Increase in discounting facility		(1,061,363)	-
Net cash generated from financing activities		10,419,838	5,234,398
Net increase in cash and cash equivalents		3,020,514	(252,353)
Effects of exchange rate changes on cash and		(1,473)	(2,330)
cash equivalents
Restricted cash (cash in escrow)		-	2 -
Cash and cash equivalents at start of period		1,769,045	1,679,1382
Cash and cash equivalents at end of period		4,788,086	1,424,455

² The comparative figures were adjusted due to the revised presentation of cash and cash equivalent and restricted cash acquired by learnd Ltd from learnd SE in connection with the de-SPAC transaction in 2023 by analogy of the reverse acquisition accounting according to IFRS 3. In this adjustment the restricted cash (cash in escrow) amounting to £926,165 and cash and cash equivalents amounting to £1,755,610 of learnd SE as of 18 January 2023 have been reclassified to the line item "capital reorganisation (reverse acquisition)", totaling £2,681,775.

1. General information

The learnd Group (hereinafter also referred to as "learnd" or the "Group"), comprises the parent entity learnd SE, Luxembourg (the "Company"), and its direct and indirect subsidiaries. The Company is registered with the Luxembourg Trade and Companies Register under number B255487. Its registered office is at 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg. Since 19 October 2021, the Company has been listed on the regulated market of the Frankfurt Stock Exchange (General Standard) in Germany.

The principal activities of the Group include the design, installation, service and maintenance of Building Management Systems ("BMS") and Building Energy Management Systems, and the provision of associated bureau services.

In the six-month period ended 30 June 2024, the group structure of learnd SE has made the following changes:

On 26 February 2024, learnd Ltd acquired 100% of the share capital of Crucible Holding Limited, a UK business, and its subsidiaries, thereby obtaining control.

On 23 February 2024, learnd Acquisition S.á r. l (a company incorporated on 27 November 2023), the direct subsidiary of the Company, acquired the entire issued share capital of learnd Limited from learnd SE in exchange for an issuance of new ordinary shares in learnd Acquisition S.á r.l to learnd SE.

As at 30 June 2024, the group structure of learnd SE with 100% direct and indirect shareholdings is as follows:

2. Basis of preparation

These unaudited condensed consolidated interim financial statements and notes for the six months ended 30 June 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2023 ('last annual financial statements'). They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

Consistent with last annual financial statements, the unaudited condensed consolidated interim financial statements are presented in GBP.

All amounts have been rounded, unless otherwise indicated. Standard commercial rounding may result in rounding differences. In some cases, such rounded amounts and percentages may not correspond 100% to the stated sums when added together and subtotals in tables may slightly differ from nonrounded figures.

The unaudited condensed consolidated interim financial statements were authorized for issue by the Company's Management Board on 27 September 2024.

3. Going concern

The Group headed by the Company forms an operating model with a central treasury function. As a result, the Directors consider that the going concern basis can be applied.

The Directors have reviewed the Group's business activities together with the future developments, performance and position of the Group. This going concern assessment has given consideration to the Group's available cashflow, business model, strategy, principal risks and recent financial outlook. It has considered a range of future scenarios and the forecasts prepared contain certain assumptions about future sales and margins as well as timings of cash flows, and performance.

The Directors going concern assessment is also based on the support of the current majority shareholder, AFT Tech Ventures, by way of not calling upon the payment of the loan (see Note 23 – Related Party transactions) in the going concern period being at least 12 months from the date of signing this unaudited condensed consolidated interim financial statements unless the Group is able to and still meet other obligations as they fall due. AFT Tech Ventures and the Group has entered into a "Intercompany Facility Agreement" in February 2024 and agreed the repayment date of the loan to 31 December 2028.

The Directors have reviewed in detail and are confident that the Group is expected to be able to operate within their current funding levels in the range of future scenarios considered. The Directors have therefore continued to adopt the going concern basis of accounting in preparing the unaudited condensed consolidated interim financial statements.

4. Change in accounting policy

Except as described below, the accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2023. The policy for recognising and measuring income taxes in the interim period is consistent with that applied in the previous interim period and is described in Note 12.

	Standards/Interpretation	Date of application
Amendments to IAS 1	Non-current Liabilities with Covenants	1 January 2024
Amendments to IAS 1	Classification of Liabilities as Current or Non-current	1 January 2024
Amendments to IFRS 16	Lease Liability in a Sale and Leaseback	1 January 2024
Amendments to IAS 7 and IFRS 7	Supplier Finance Arrangements	1 January 2024

There are several amendments which apply for the first time in 2024 as follows:

The Group has adopted Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments to IAS 1, as issued in 2020 and 2022. The amendments apply retrospectively for annual reporting periods beginning on or after 1 January 2024. They clarify certain requirements for determining whether a liability should be classified as current or non-current and require new disclosures for non-current liabilities that are subject to covenants within 12 months after the reporting period. The adoption of the Amendments to IAS 1 has not led to any changes in the classification of liabilities of the Group as at 30 June 2024. For further information on the classification of the new credit facilities and covenants within 12 months after the reporting period, please refer to Note 19 – Loans and borrowings.

The other amendments to IFRS 16 and amendments to IAS 7 and IFRS 7 are not considered relevant for the Group and do not have an impact on the unaudited condensed consolidated interim financial statements of the Group.

A number of accounting standards and amendments to accounting standards are effective for annual periods beginning after 2024 and earlier application is permitted. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective in preparing the condensed consolidated interim financial statements.

5. Significant accounting judgements, estimates and assumptions

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies.

When preparing the financial information, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from the judgements, estimates and assumptions made by management.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group measures the fair value of an instrument using the quoted price in an active market for that instrument, if such price is available. A market is regarded as ''active'' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

In determining the appropriate fair value measurements for Class A and Class B warrants, the Group involves an independent external valuation expert, who uses appropriate valuation techniques. The independent external valuation expert regularly reviews significant unobservable inputs and valuation adjustments.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in the active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measure fair values of financial assets and financial liabilities is included in Note 22 – Financial instruments.

6. Business Combinations

6.1 Acquisition of Crucible Holding Limited

On 26 February 2024, learnd Ltd acquired 100% of the share capital of Crucible Holding Limited, a UK business, and its subsidiaries, thereby obtaining control. The acquisition was made to leverage the target's installation base for its own proprietary software and consolidate its geographical outreach within the UK market.

The details of the business combination are as follows:

	£
Fair value of consideration transferred
Initial cash consideration	4,161,195
Retention	100,000
Share-based consideration	2,200,000
Total	6,461,195

Recognised amounts of identifiable net assets

Intangible assets (Customer relationships)	1,215,000
Intangible assets (software)	719,000
Property, plant and equipment	40,316
Right-of-use assets	384,607
Total non-current assets	2,358,923

Trade and other receivables	1,004,661
Cash and cash equivalents	1,155,081
Inventories	56,829
Applications	905,860
Other debtors	48,761
Total current assets	3,171,192

Trade and other creditors	(869,279)
Taxation & social security	(165,497)
Other creditors	(362,384)
Corporation Tax Liability	(247,779)
Lease liabilities	(113,572)
Total current liabilities	(1,758,511)

Lease liabilities	(271,035)
Total non-current liabilities	(271,035)

Identifiable net assets	3,500,569

Goodwill on acquisition	2,960,626

Consideration transferred settled in cash	4,161,195
Cash and cash equivalents acquired	(1,155,081)
Net cash outflow on acquisition	3,006,114

Acquisition costs charged to expenses	121,181
---------------------------------------	---------

The closing accounts of Crucible Holding Limited and thus the purchase price allocation have been finalized as of 30 June 2024. The changes in the purchase price allocation are due to the information which were not available when the 2023 annual financial statements were authorized.

Acquired receivables

The trade receivables comprise gross contractual amounts due of £1,115,042, of which £110,381 was expected to be uncollectable at the date of acquisition.

Consideration transferred

The acquisition of Crucible Holding Limited was initially settled in cash amounting to £4,407,367 paid out at closing date, a retention of £100,000 and shares amounting to £2,200,000 (310,465 shares) issued on 23 February 2024.

On approval of the completion accounts it was determined that learnd was due a repayment of £246,172 from the sellers, which was received in June 2024. The repayment reduced the consideration settled in cash by £246,172 to a net cash consideration of £4,161,195.

The fair value of the 310,465 ordinary shares issued was based on the listed share price of the Company on 23 February 2024 of €8.3 (£7.1) per share.

Acquisition related costs amounting to £121,181 are not included as part of the consideration transferred and have been included in "administrative expenses" in the unaudited condensed consolidated interim statement of comprehensive income.

Goodwill

Goodwill of £2,960,626 at acquisition related to the engineers and reputation of the business as well as expected synergies with the existing business. Goodwill impairment test will be performed as part of the annual impairment. There is no indication for impairment as at 30 June 2024.

Contribution to Group results

Crucible Holding Limited contributed £2,458,771 of revenue and a loss of £(11,887) to the unaudited condensed consolidated interim statement of comprehensive income for the period from 27 February 2024 to 30 June 2024.

If the acquisition of Crucible Holding Limited had already taken place on 1 January 2024, the estimated consolidated pro forma revenue would have been £26,379,146 and the consolidated profit would have been 4,669,703 for the reporting period. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of the acquisition would have been the same if the acquisition had occurred on 1 January 2024.

6.2 Acquisition of Ashdown HVAC Controls Limited, ACS Maintenance Limited, and Ashdown Control Switch Gear Limited

On 23 February 2024, learnd acquired 100% of the issued capital of three Irish incorporated and tax resident companies: Ashdown HVAC Controls Limited, ACS Maintenance Limited, and Ashdown Control Switch Gear Limited (collectively Ashdown Controls Group), Irish business, thereby obtaining control. For this purpose, an acquisition vehicle learnd Acquisition S.á r.l. was founded by learnd SE already in 2023. Following the legal step plan, the acquisition vehicle acquired 68% of the issued shares in the three entities of the Ashdown Controls Group and Learnd SE acquires the remaining 32% of the issued share capital. The acquisition was made to expand the Group's client base and geographic outreach into Ireland.

The details of the business combination are as follows:

	€
Fair value of consideration transferred
Cash consideration	3,569,837
Share-based consideration	1,900,000
Total	5,469,837

Recognised amounts of identifiable net assets

Customer Relationships	958,000
Property, plant and equipment	494,528
Total non-current assets	1,452,528

Trade and other receivables	2,131,289
Cash and cash equivalents	376,750
Inventories	21,424
Other debtors	(3,646)
Total current assets	2,525,818

Trade and other creditors	(596,839)
Taxation & social security	(208,429)
Other creditors	(235,748)
Loans	(139,521)
Invoice Discounting Facility	(1,427,826)
Finance Leases	(151,198)
Corporation Tax	(104,803)
Total current liabilities	(2,864,364)

Identifiable net assets	1,113,982

Goodwill on acquisition	4,355,855

Consideration transferred settled in cash	3,569,837
Cash and cash equivalents acquired	(376,750)
Net cash outflow on acquisition	3,193,087

Acquisition costs charged to expenses	395,961

Due to the fact that the closing date accounts of the target are still in the process of preparation, the purchase price allocation of this acquisition illustrated above is still subject to changes at the date of the authorisation of the issuance of the unaudited condensed consolidated interim financial statements of the learnd Group.

Acquired receivables

The trade receivables comprise gross contractual amounts due of €2,295,387 (£1,958,883), of which €164,097 (£140,041) was expected to be uncollectable at the date of acquisition. As a result, the fair value of trade receivables amounted to €2,131,289 (£1,818,842).

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Consideration transferred

Learnd Acquisition S.á r.l acquires 68% of the issued share capital of these three companies with a cash consideration of €3,569,837 (£3,046,499). Learnd SE acquires the remaining 32% of the issued share capital in exchange for an issue of 230,303 new Public (Class A) shares of the Company amounting to €1,900,000 (£1,621,460).

The fair value of the 230,303 ordinary shares issued by learnd SE was based on the official closing share price of the Company, as reported on XETRA on the trading day preceding the date of the Share Purchase Agreement. The Share Purchase Agreement was signed on 14 February 2024, therefore, the share price was the closing price on 13 February 2024 of €8.25 (£7.04) per share.

The Group incurred acquisition-related costs of €395,961 (£337,913) relating to external legal fees and due diligence costs. These costs have been included in "administrative expenses" in the unaudited condensed consolidated interim statement of comprehensive income.

Goodwill

Goodwill of €4,355,855 (£3,717,287) at acquisition related to the engineers and reputation of the business and expected synergies with the existing business. Goodwill impairment test will pe performed as part of the annual impairment. There is no indication for impairment as at 30 June 2024.

Contribution to Group results

These three companies contributed £2,367,721 of revenue and loss of £(162,841) to the unaudited condensed consolidated interim statement of comprehensive income for the period from 23 February 2024 to 30 June 2024.

If the acquisition had already taken place on 1 January 2024, the estimated consolidated pro forma revenue would have been £25,969,834 and the estimated pro forma profit would have been £4,613,488 for the reporting period. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2024.

7. Segmental information

The Group consists of one operating reportable segment because the Management Board, who are also the chief operating decision makers (CODM), assess the profitability of the Group on a company-wide basis. Adjusted EBITDA is used to measure performance, as the management is of the opinion that this information is useful for the evaluation of the Group in comparison with other companies operating in the same sectors.

The CODM reviews the Group's business activities by the following three categories, which bundle the main products and services:

Strategic accounts and projects

Strategic accounts include major customers such as British Telecommunications plc ("BT") and Atlas Edge, there are multiple revenue streams within these including installations, projects and service contracts. Projects relate to large installation projects spanning a period of up to 1 year.

Services

This includes revenue from service contracts which are either straight line monthly or a number of visits in a year which are charged once complete. Remedials are also included here which are effectively small installations and projects.

Data enabled services

This includes BT software development which is part of the BT contracts. Additionally, revenue related to the ROC is included in this line. The ROC is the remote operations centre which includes service contracts with customers managed remotely. Subscription revenue is also included here, this relates to new software offerings where customers pay a subscription for the service.

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The BMS activities result in multiple revenue streams however are intrinsically linked and as such are considered to be one operating segment and one cash generating unit for goodwill impairment test purposes.

Information about reportable segments

The CODM uses the measures of revenue and adjusted EBITDA to assess operating segments' performance to make decisions regarding the allocation of resources.

Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortisation ("EBITDA"), further as adjusted for non-recurring items. These non-recurring items relate to expenses incurred where management believes adjustments should be made due to their non-recurring or nonoperational character as well as remaining costs incurred on the level of the Company (corporate expenses).

Adjusted EBITDA amounted to £2,494,172 for the six months ended 30 June 2024, compared to £1,157,257 for the same period in 2023. Adjustments to EBITDA, totalling £2,056,488 in the first six months of 2024 (first six months ended 30 June 2023: £49,016,395), include the following non-recurring items:

	6 months ended
	30 June	30 June
	2024	2023
	£	£
Adj. EBITDA	2,494,172	1,157,257
Non-recurring items:
Expenses resulting from the de-SPAC Transaction	-	(49,339,314)
Corporate expenses	(1,254,132)	903,520
Transaction costs related to acquisition of new subsidiaries	(459,589)	(346,583)
Expenses related with the reorganisation of the Group	(155,011)	(6,676)
Other expenses	(187,756)	(227,343)
Total EBITDA Adjustments	(2,056,488)	(49,016,395)
EBITDA	437,684	(47,859,138)
Depreciation and amortisation	(1,037,530)	(550,777)
Finance result	5,007,175	4,164,945
Profit / (Loss) before tax for the period	4,407,329	(44,244,969)

The breakdown of revenue by business areas reviewed by CODM is as follows:

	6 months ended
	30 June 2024 £	30 June 2023 £
Strategic accounts and projects	18,740,296	10,457,482
Services	5,906,828	2,962,007
Data enabled services	554,597	736,301
	25,201,721	14,155,790

Geographical Information

The breakdown of revenue by geographic location is as follows:

	6 months ended
	30 June 2024 £	30 June 2023 £
United Kingdom	20,054,082	13,916,900
Rest of world	5,147,639	238,890
	25,201,721	14,155,790

8. Revenue

Revenue is 100% recognised from revenue with customers. Please refer to Note 7 - Segmental information for further information regarding the breakdown of revenues by business area and geographical location.

The following table provides information on contract liabilities from contracts with customers:

	30 June	31 December
	2024	2023
	£	£
Contract assets	4,594,761	2,791,706
Contract liabilities	1,171,866	699,688

The contract assets relate to the Group's rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer.

The contract liabilities relate to the advance consideration received from customers for projects, for which revenue is recognised over time. They will be recognised as revenue when the performance obligation is satisfied, which is expected to occur in the following year. The amount of £313,029 recognised in contract liabilities at the beginning of the period has been recognised as revenue in the six months ended 30 June 2024.

Contract assets are included in trade and other receivables and contract liabilities are included in trade and other payables in the consolidated statement of financial position. The increase in contract assets are in part due to the acquisition of Crucible Holding Limited which had contract assets of £797,185 at 30 June 24. The remaining increase is primarily due to the invoice timing on large projects in learnd Ltd. The increase in contract liabilities mainly due to the acquisition of Crucible Holding Limited, which had £345,954 deferred income at 30 June 24. The remaining difference is due to more instances where the billing cycle was ahead of the work completed in learnd Ltd.

There was no revenue recognised in the six months ended 30 June 2024 and 2023 from performance obligations satisfied (or partially satisfied) in previous periods.

9. Cost of sales

Cost of sales can be broken down as follows:

30 June	30 June
2024	2023
£	£
6,294,902	3,394,202
2,794,621	1,840,278
1,433,180	732,961
3,127,577	1,982,432
1,668,909	893,965
219,004	57,520
15,538,193	8,901,358
	6 months ended

The labour costs presented in the cost of sales include the personnel expenses of engineers and project team members directly attributable to generating revenues. An amount of £3,001,095 of the cost of sales is attributable to the new subsidiaries explained in Note 6 – Business Combinations.

10. Administrative expenses

Administrative expenses can be broken down as follows:

	6 months ended
	30 June 2024 £	30 June 2023 £
Expenses related with SPAC Business Combination	-	48,070,476
Personnel expenses	5,126,971	2,534,493
Legal and professional	1,537,866	1,220,619
Depreciation and amortisation	1,037,530	550,777
Travel and subsistence	968,173	441,235
Insurance	255,323	166,230
Costs related with the reorganization of the group	155,012	6,676
Recruitment	63,220	95,702
Other	1,119,278	578,139
	10,263,374	53,664,347

During the six months ended 30 June 2023, the amount of £48,070,476 reflects the expenses resulting from the De-SPAC transaction as of 18 January 2023.

11. Finance expense

Finance expenses can be broken down as follows:

	6 months ended
	30 June 2024 £	30 June 2023 £
Loans and borrowings interest	804,724	145,586
Shareholder loan interest	99,126	97,419
IFRS 16 lease interest	97,677	59,261
Other finance costs	46,137	18,877
	1,047,664	321,143

During the six months ended 30 June 2024 the Group entered into a new loan agreement (see Note 19 – Loans and borrowings) which caused the increase in interest expenses for loans and borrowings.

12. Income tax

Income tax is recognised at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by management's best estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognised in full in the interim period. As such, the effective tax rate in the interim financial statements may differ from management's estimate of the effective tax rate for the annual financial statements.

The Group's consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2024 was 2.0% (six months ended 30 June 2023: -0.2%). The change in effective tax rate was because the Group expects the same amount of research and development ("R&D") tax credit and zero tax payments in 2024 as in 2023. However, the Group has made a significant loss in 2023 due to the one-time listing expense recognized according to IFRS 2 for the de-SPAC Transaction closed in January 2023, where the Group is making a profit in 2024 without this one-time expense.

The Ashdown Controls Group operates in the Irish tax jurisdiction with a statutory tax rate of 12.5 %. Due to the expected taxable loss in 2024, the expected effective tax rate for Ashdown Controls Group is estimated to be 0%.

13. Earnings per Share

Basic earnings per share is calculated by dividing the profit attributable to the equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

		6 months ended
		30 June 2024 £	30 June 2023 £
Net profit / (loss) for the period		4,497,329	(44,154,969)
Weighted average number of ordinary shares (basic)	a	13,570,114	11,131,249
Basic profit / (loss) per share attributable to the ordinary equity holders of the Company		0,33	(3.97)
Effect of share options on issue		298,646	-
Weighted average number of ordinary shares (diluted)		13,868,760	11,131,249
Diluted profit / (loss) per share attributable to the		0,32	(3.97)
ordinary equity holders of the Company

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As at 30 June 2024, 14,645,833 warrants are excluded from the diluted weighted average number of ordinary shares calculation, because their effect would have been anti-dilutive, as their exercise price exceeds the average market price. Furthermore, 527,500 options under a share-based payment arrangement are also excluded from the calculation of diluted earnings per share, because they are considered as anti-dilutive according to IAS 33.52, as their non-market condition is not satisfied and the number of shares that would be issuable is zero. For the detail terms of the share-based payment arrangement please refer to our audited consolidated financial statements for the year ended and as at 31 December 2023.

The average market value of the Company's shares for the purpose of calculating the dilutive effect of share options was based on the quoted market prices for the period during which the options were outstanding.

For six months ended as at 30 June 2023, basic and diluted losses per share attributable to the ordinary equity holders of the Company are the same, as 14,645,833 warrants and 527,500 options were excluded from the dilutive weighted average number of shares calculation, because their effect would have been anti-dilutive due to the consolidated loss of the Group in the six months period ended 2023.

14. Intangible assets

Development costs £ Software licenses £ Customer relationships £ Goodwill £ Total £ Cost At 1 January 2024 1,339,478 602,437 910,596 7,672,471 10,524,982 Acquisition of subsidiary Additions currency translation period currency translation Impact of foreign - - (6,725) (30,578) (37,303) At 30 June 2024 1,469,605 1,486,835 2,936,428 14,319,806 20,212,674 Amortisation At 1 January 2024 273,919 324,085 182,241 - 780,245 Charge for the 34,098 173,483 244,774 - 452,355 Impact of foreign - - (527) - (527) At 30 June 2024 308,017 497,568 427,015 - 1,232,073 Net book value - 719,000 2,032,557 6,677,913 9,429,470 130,127 165,398 - - 295,525

(a) Intangible non-current assets for the 6 months ended 30 June 2024:

The additions to intangible assets in the six months ended 30 June 2024 mainly relate to the additions
to customer relationships of £2,032,557, the additions to software licenses of £719,000 and the additions
to goodwill of £6,677,913 recognised on the acquisition of Crucible Holding Limited and the Ashdown
Controls Group in February 2024 (see Note 6 – Business Combinations for further details).

At 30 June 2024 1,161,588 989,267 2,509,413 14,319,806 18,980,601

The Group performed its annual impairment test in December. No circumstances were indicated that the carrying values may be impaired.

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As at 30 June 2024, management concludes the absence of any impairment indicators that would require additional impairment testing.

15. Property, plant and equipment

During the six months ended 30 June 2024, the Group acquired assets with a cost of £512,532 (six months ended 30 June 2023: £69,712). This amount includes assets acquired through business combinations (see Note 6 – Business Combinations) of £462,346 (six months ended 30 June 2023: £8,992).

16. Leases

During the six months ended 30 June 2024, the Group's additions to right-of-use assets of £1,812,791 includes the additions to leases from the acquisition of subsidiaries of £384,607 explained in Note 6 – Business Combinations. The remaining additions are resulting from newly leased automobiles for employees.

During the six months ended 30 June 2024, the Group entered into a new lease commitment for use of new office premises for 10 years. The Group makes fixed annual payments of £120,663 from lease commencement date in August 2024.

17. Trade and other receivables

Trade and other receivables include mainly trade receivables and accrued income from contracts with customers, tax debtors, prepayments, and other non-financial receivables. The breakdown of trade and other receivable is as follows:

	30 June	31 December
	2024	2023
	£	£
Financial assets
Trade receivables (net)	8,285,141	5,169,475
Total financial assets	8,285,141	5,169,475

Non-financial assets
Accrued income	4,591,074	2,791,706
Tax debtors	1,358,611	1,084,842
Prepayments	493,373	314,709
Other receivables	119,924	27,907
Total non-financial assets	6,562,982	4,219,164

Total trade and other receivables	14,848,123	9,388,639

All amounts are short-term. The net carrying value of trade receivables is considered as a reasonable approximation of fair value.

As of 30 June 2024, trade receivables and other receivables have increased compared to the financial year end 2023 due to the increase in consolidation scope from the two business combinations contributing trade and other receivables of £4,139,112 to the group results as of 30 June 2024 (see Note 6 – Business Combinations).

The movement in the allowance for impairment in respect of trade receivables and contract assets during the reporting period was as follows:

Balance as at 1 January 2024	180,058
Utilisation of impairment	-
Reversal of impairment	(477)
Additional impairment recognised	24,000
Acquisitions	249,270
Balance as at 30 June 2024	452,851

Balance as at 1 January 2023	185,765
Utilisation of impairment	(7,322)
Reversal of impairment	(46,862)
Additional impairment recognised	48,000
Acquisitions	477
Balance as at 31 December 2023	180,058

The increase in the loss allowances is mainly attributable to the acquisitions of subsidiaries and the total increase of trade receivables and contract assets.

The Group's principal financial assets are cash and trade debtors. The principal credit risk arises therefore from its trade debtors. In order to manage credit risk, the Directors set limits for customers based on a combination of payment histories and third-party credit references. Where it is not possible to obtain a credit limit, or an amount is requested by the customer in excess of the allocated amount, such cases are reviewed and approved by the Directors accordingly. Credit limits are monitored by the credit controller on a regular basis in conjunction with debt ageing and collection history. The Group also operates a credit insurance policy which hedges against this risk.

The methodology for the calculation of ECLs is the same as described in the last annual financial statements.

18. Equity

Share capital

The different shareholder classes can be summarized as follows:

	Learnd SE (formerly GFJ Acquisition)
	(€0.0384 nominal value)
	Class A Shares	Class B1 Shares	Class B2 Shares	Class B3 Shares
As at 1 Jan, 2024	9,325,081	1,250,000	1,250,000	1,250,000
Class B shares converted to class A shares	3,750,000	(1,250,000)	(1,250,000)	(1,250,000)
Issuance of treasury shares	456,052
Issuance of new shares	230,303
As at 30 June, 2024	13,761,436	-	-	-

In February 2024, the 3,750,000 Class B Shares were converted into Class A Shares.

In the six months period ended 30 June 2024, 145,587 treasury shares were sold to private investors generating cash proceeds of £598,681 (€700,499) and 310,465 treasury shares were given as sharebased consideration with value of £2,200,000 for acquiring Crucible Holding Limited. Additionally,

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

230,303 new shares were issued as share-based consideration with value of £1,621,460 (€1,900,000) for the acquisition of Ashdown Controls Group.

The share capital amounts to £461,464 and 13,761,436 shares were outstanding as at 30 June 2024, each with a normal value of €0.0384. As at 30 June 2024, there are 12,508,448 treasury shares held by the Company, resulting in a total number of shares issued as 26,269,884.

Share premium

For the composition of the share premium in connection with the de-SPAC Transaction in January 2023, please refer to the audited consolidated financial statements for the year ended and as at 31 December 2023.

The issuance of 686,355 shares from 1 January to 30 June 2024 described above resulted in an increase in share premium amounting £4,396,852. Share premium amounted to £35,730,923 as at 30 June 2024 (31 December 2023: £31,334,071).

Foreign currency translation reserves

Foreign currency translation differences arise on translation of the Company and the acquired Ashdown Controls Group to the presentation currency of GBP of the Group amounting to £558,908 as at 30 June 2024 (31 December 2023: £198,050) and are recognised in other comprehensive income.

Retained earnings

Retained earnings include the accumulated losses attributable to the shareholders. As at 30 June 2024, the retained earnings amount to £(43,072,242) (31 December 2023: £(47,569,571)).

Share-based payments reserve

As at 30 June 2024, the share-based payments reserve amounts to £2,759,377 (31 December 2023: £2,759,377). For information regarding the share-based options accounted according to IFRS 2, please refer to the audited consolidated financial statements for the year ended and as at 31 December 2023.

19. Loans and borrowings

Current and non-current loans and borrowing recognised in the Group's consolidated statement of financial position are as follows:

Loans and borrowings	30 June 2024	31 December 2023
	£	£
Current
Bank loans	-	506,667
Shareholder loan AFT Tech	-	3,612,470
Shareholder loan GFJ Holding (accrued interest)	74,647	58,161
Other loans	43,163	36,047
Total current	117,811	4,213,345

Non-current
Bank loans	14,583,333	2,073,171
Shareholder loan AFT Tech	3,686,667	-
Shareholder loan GFJ Holding	1,400,759	1,438,278
Other loans	226,083	232,139
Total non-current	19,896,842	3,743,588
Total	20,014,653	7,956,933

Terms and repayment schedule

The terms and conditions of outstanding loans are as follows:

Loans and borrowings	Original currency	Matures in	Interest type	Effective interest rate in %	Nominal value	Carrying amount
30 June 2024
Facility A	GBP	February 2029	Variable rate interest	13.78	7,500,000	7,357,027
Facility B	EUR	February 2029	Variable rate interest	12.5	7,387,264	7,226,306
Shareholder loan AFT Tech	GBP	December 2028	Fixed-rate interest	5.0	3,686,667	3,686,667
Shareholder		December	Fixed-rate
loan GFJ	EUR	2025	interest	2.5	1,475,406	1,475,406
Holding Ryan Mac Ban	EUR	August	Fixed-rate	12.0	248,517	248,517
loan Other loans	GBP	2025 June 2026	Fixed-rate interest	2.55	20,730	20,730
Total					20,318,584	20,014,653
			interest

Loans and borrowings	Original currency	Matures in	Interest type	Effective interest rate in %	Nominal value	Carrying amount
31 December 2023
ThinCats loans	GBP	May 2027	Variable rate interest	11.23	2,579,838	2,579,838
Shareholder loan AFT Tech	GBP	No fixed repayment date	Fixed-rate interest	5.0	3,612,470	3,612,470
Shareholder loan GFJ Holding	EUR	December 2025	Fixed-rate interest	2.5	1,496,439	1,496,439
Ryan Mac Ban loan	EUR	August 2025	Fixed-rate interest	12.0	242,430	242,430
Other loans	GBP	June 2026	Fixed-rate	2.55	25,755	25,755
Total			interest		7,956,933	7,956,933

For information regarding shareholder loans please refer to Note 23 – Related party transactions.

On 9 February 2024, learnd SE, learnd Acquisition S.á r.l and learnd Ltd. together entered into a loan agreement with P Capital Partner AB as arranger and multiple banks as original lenders. Under this agreement, the Group secured three credit facilities totalling €30 million. These facilities include an Acquisition Facility in the amount of €12.5 million available for all the companies in the learnd Group, a Facility A in the amount of £7.5 million available for learnd Limited, and a Facility B in the amount of €17.5 million reduced by the EUR-equivalent amount of £7.5 million available for learnd Acquisition S.á r.l. All three credit facilities have a term of five years and bear variable interest rates.

On 23 February 2024, learnd Limited drew down £7,500,000 from the Facility A and learnd Acquisition S.á r.l drew down €8,728,070 (£7,387,264) from the Facility B to fund the payments of the cash considerations and transaction costs of the two acquisitions, as well as the settlement of the debt and support the working capital of the two acquired businesses (see Note 6 - Business Combinations).

A part of the draw down by learnd Limited was used to repay existing bank loans from ThinCats Loans Limited ("ThinCats loans"), which included a principal repayment of £2,481,481 and payment of accrued interest of £24,935 as of the repayment date on 23 February 2024.

The Facility A and Facility B loans are recognized at fair value minus transaction cost at initial recognition and subsequently carried at amortized cost.

On 16 August 2023, Learnd SE entered into a loan agreement with Ryan Mac Ban ("Ryan Mac Ban loan") in the amount of €267,118 to finance the Company's future expenditures. The loan is repayable at a fixed term of two years with interest payments due on an annually basis.

Loan Covenants

Bank loan covenants

Pursuant to the loan agreement with P Capital Partner AB as arranger and multiple banks as original lenders, the Group must comply with the following financial covenants during the duration of the bank loans:

The Group was required to comply with a maximum "pro forma" net leverage covenant whereby total net debt for the Group on the last day of the relevant period to "pro forma" earnings before interest, taxes, depreciation and amortisation ("Pro Forma EBITDA") of the Group in the relevant period shall not exceed a ratio for the relevant period listed in the following table.

Pro Forma EBITDA means EBITDA adjusted by:

(a) deducting any capitalized research and product development costs and expenses;
(b) including the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) of a member of the Group (or attributable to a business or assets acquired during the Relevant Period) prior to its becoming a member of the Group or (as the case may be prior to the acquisition of the business or assets, but provided such acquisition was a Permitted Acquisition (other than in relation to the acquisition of assets);
(c) excluding the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) attributable to a member of the Group (or to any business or assets) disposed of;
(d) before taking into account any exceptional items; and
(e) taking into account any Pro Forma Cost Savings resulting from any Permitted Acquisition (assuming for such purpose that such Permitted Acquisition has been consummated at the beginning of such Relevant Period) (without double counting any cost savings or other cost synergies already achieved and, therefore, having been taken into account when determining EBITDA)

For the following relevant periods, the Group shall ensure to comply with the following "pro forma" net leverage covenants:

Relevant Period ending on	"Pro Forma" Net Leverage
30 June 2024	3.10:1
30 September 2024	2.50:1
31 December 2024	2.10:1
31 March 2025	2.10:1
30 June 2025	1.70:1
30 September 2025	1.60:1
31 December 2025	1.30:1
31 March 2026	1.20:1
30 June 2026 and for each Relevant Period ending on a Quarter Date thereafter	1.00:1

In the event that there is a breach of the "pro forma" net leverage covenant, the Group shall have the right to cure such breach in accordance with the following:

i. within ten (10) Business Days after the date on which the relevant Compliance Certificate is required to be delivered, learnd SE delivers a written confirmation to the Facility Agent of its intention to provide New Shareholder Injections to remedy such financial covenant breach; and
ii. within twenty (20) Business Days after the date on which the relevant Compliance Certificate is required to be delivered (together with the time period in paragraph (i) above, the "Cure Exercise Period"), learnd SE receives any New Shareholder Injections in Cash (the "Cure Amount"),

in which case "pro forma" net leverage shall be recalculated giving effect to a "pro forma" decrease of total net debt solely for the purpose of measuring "pro forma" net leverage in relation to compliance with the "pro forma" net leverage covenant and not for any other purpose (including, without limitation, not for the purpose of a reduction of any margin), by an amount equal to the Cure Amount (an "Equity Cure").

Furthermore, the Group was required to comply with an interest cover whereby the Group shall maintain a minimum interest cover of 2.00:1. Interest cover means the ratio of pro forma EBITDA to net finance charges.

As at 30 June 2024, the Group was in compliance with all financial covenants set by the facility agreements with the banks. Accordingly, the loan is classified as a non-current liability as at 30 June 2024.

The Group expects to comply with the quarterly covenants for at least 12 months after the reporting date.

20. Provisions

The provision consists of warranty provisions against installations on sites. No changes have incurred in this reporting period.

21. Trade and other payables

Trade and other payables include mainly trade payables, accrued liabilities, and other non-financial liabilities including deferred income from contracts with customers, other tax payables and payroll related payables. Due to the short-term due date, management determines the carrying value of trade payables and accrued liabilities approximates to their fair value at the reporting date.

The breakdown of trade and other payables is as follows:

	30 June	31 December 2023
	2024
	£	£
Financial liabilities
Trade payables	4,562,549	3,280,103
Accrued liabilities	7,807,833	6,696,490
	12,370,382	9,976,593

Non-financial liabilities
Deferred income	1,171,865	699,688
Other taxation and social security	2,776,163	2,101,270
Other payables	173,493	559,996
	4,121,521	3,360,954
Total trade and other payables	16,491,903	13,337,547

22. Financial instruments

The following table shows the classification of financial assets and financial liabilities in accordance with IFRS 9 Financial Instruments and their carrying amounts as at 30 June 2024 and 31 December 2023:

Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

30 June 2024	Carrying amount			Fair value
£	AC	FVTPL	Level 1	Level 2	Level 3
Financial assets measured at amortised cost Cash and cash equivalents Trade receivables	4,788,086 8,285,141	- -	- -	- -	- -
Financial liabilities measured at amortised cost
Loans and borrowings (current and non-current)	20,014,653	-	-	-	-
Trade payables and other accrued liabilities	12,370,382	-	-	-	-
Lease liabilities (current and non current)	3,912,568	-	-	-	-
Financial liabilities measured at FVTPL
Class A warrants	-	3,681,753	-	-	3,681,753
Class B warrants	-	3,931,258	-	-	3,931,258
	49,370,830	7,613,011	-	-	7,613,011

31 December 2023	Carrying amount		Fair value
£	AC	FVTPL	Level 1	Level 2	Level 3

Financial assets measured at amortised cost
Cash and cash equivalents	1,769,046	-	-	-	-
Trade receivables	5,169,475	-	-	-	-
Financial liabilities measured at amortised cost
Loans and borrowings (current and non-current)	7,714,502	-	-	-	-
Trade payables and accrued liabilities	9,976,594	-	-	-	-
Lease liabilities (current and non-current)	2,578,763	-	-	-	-
Financial liabilities measured at FVTPL
Class A warrants	-	6,322,339	-	-	6,322,339
Class B warrants	-	7,576,306	-	-	7,576,306
	27,208,380	13,898,645	-	-	13,898,645

Financial instruments measured at amortised costs

Financial assets that are measured at amortised cost consist of cash and cash equivalents and trade receivables from contracts with customers. Accrued income from contracts with customers (contract assets) recognised according to IFRS 15 is excluded from the table above. All amounts are short-term. Therefore, the net carrying amount of trade receivables is considered a reasonable approximation of fair value.

Financial liabilities that are measured at amortised cost consist of all current and non-current liabilities other than deferred income from contracts with customers (contract liabilities) recognised according to IFRS 15 and tax related liabilities. The fair value of all financial liabilities do not differ significantly from their carrying amounts, due to either short-term in nature or bearing market interest rates.

Financial instruments measured at fair value - Class A and Class B warrants

7,500,000 Class A warrants and 7,145,833 Class B warrants of learnd SE were part of the liabilities assumed by learnd Ltd from learnd SE during the de-SPAC Transaction closed on 18 January 2023. For details of the de-SPAC Transaction please refer to our audited consolidated financial statements for the year ended and as at 31 December 2023. The Class A and Class B warrants of learnd SE do not meet the criteria for treatment as equity under IAS 32, which requires the warrants to be recognised as financial liabilities at fair value through profit or loss.

As at 30 June, 2024, the fair value of Class A and Class B warrants were independently valued using the average of Binomial Option Pricing and Monte Carlo models (level 3). The significant inputs to the valuation model include the contractual terms of the warrants (i.e. exercise price, maturity), risk free rates of German government bonds and volatility. As learnd SE has consummated a Business Combination with learnd Limited on 18 January 2023, the volatility was calculated by reference to the volatilities of companies operating in similar sectors of learnd Group ("peers"). A discount rate for lack of marketability was applied for Class B warrants to reflect the transfer restrictions of Class B warrants.

The fair value of warrants decreased from €0.97 per Class A warrant and €1.22 per Class B warrant as at 31 December 2023 to €0.58 per Class A warrant and €0.65 per Class B warrant as at 30 June, 2024, resulting in a decrease in fair value of warrant liabilities and a profit recognised for the period of £5,980,948 (€6,998,125).

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values:

	Warrants
£	Class A	Class B

Balance at 1 January 2023	-	-
Assumed in capital reorganisation	8,796,765	12,697,137
Gain included in finance income
Fair value gain on warrants	(1,444,625)	(3,003,068)
Gain included in other comprehensive income
Exchange differences on translation of foreign operations	(142,589)	(187,724)
Balance at 30 June 2023	7,209,552	9,506,345

Balance at 1 January 2024	6,322,339	7,576,306
Gain included in finance income
Net change in fair value	(2,499,851)	(3,481,096)
Gain included in other comprehensive income
Exchange differences on translation of foreign operations	(140,735)	(163,951)
Balance at 30 June 2024	3,681,753	3,931,258

For the fair value of warrants, reasonably possible changes at 30 June 2024 to the significant unobservable inputs, holding other inputs constant, would have the following effects:

		Fair Value of Class A Warrants
£	Increase	Decrease

30 June 2024
10% movement in volatility	0.14	(0.27)
	Fair Value of Class B Warrants
£	Increase	Decrease
30 June 2024
10% movement in volatility	0.42	(0.39)

Changes between levels 2 and 3 and changes in measurement methods

There were no changes between the levels of the fair value hierarchy in the six-month period ended 30 June, 2024. In addition, there were also no changes in the valuation techniques applied as at 30 June, 2024 from 31 December 2023.

Financial Risk Management

The Group uses a range of financial instruments to manage the business. The main risks arising from the Group's financial instruments are credit risk, liquidity risk, and market risk including currency risk and interest rate risk. These risks have remained unchanged and were described in the Group's last annual financial statements.

23. Related party transactions

Controlling party

As at 30 June 2024, the ultimate controlling party is Josef Brunner.

Key management personnel

The Group key management personnel are considered to be the statutory Directors in the year, i.e. John Clifford and Simon Wood. Jennifer Rudder was statutory Director as of 31 December 2023 and left learnd in May 2024.

In the six months ended 30 June 2024, the total remuneration of the key management personnel amounts to £526,534 (six months ended 30 June 2023: £532,381).

Directors' remuneration breakdown is as follows:

	6 months ended
	30 June 2024 £	30 June 2023 £
Short-term employee benefits	471,059	505,157
Share-based compensation	-	-
Company contributions to money purchase pension schemes	21,725	27,224
Termination benefits	33,750
	526,534	532,381

There are no other personnel that meet the definition of key management personnel under IAS 24, other than the Directors. In addition, there are no outstanding balances for key management personnel as of 30 June 2024.

Supervisory Board

Through the De-SPAC transaction learnd Limited became a listed company. According to the listing requirements a supervisory board was established in January 2023. The current members of the Supervisory Board did not receive any compensation as of 30 June 2024 but will be entitled to a fixed remuneration of 10,000 shares per financial year starting in 2024.

During the six months ended 30 June 2024, the Supervisory Board is composed of the following members:

Gisbert Rühl
Josef Brunner
Stefan Spang
Karl-Theodor zu Guttenberg

Karl-Theodor zu Guttenberg was entitled as member of the Supervisory Board on 19 June 2024.

Related party transactions

In the financial year ended 31 December 2022, KVI Aimteq Limited, as one of the Group's shareholders, provided a shareholder loan of £3,000,000 to learnd Ltd ("Shareholder loan AFT Tech"). In September 2022, as part of AFT Tech Ventures AG's acquisition of all shares held by KVI Aimteq Ltd, the loan note along with its accumulated interest was transferred to AFT Tech Ventures AG ("AFT Tech"), with the acquisition finalised on 17 November 2022. During the six months ended 30 June 2024, the AFT Tech loan was rearranged and transferred from learnd Ltd to Learnd SE. The repayment date has been modified from without a set repayment schedule to 31 December 2028. The interests are payable as of the repayment date of the loan. Therefore, both the principal and interest payable of this loan are reclassified from current to non-current liabilities. The balance of the Shareholder loan AFT Tech as at 30 June 2024 comprises of £3,000,000 principal and £686,667 interest outstanding. The balance of the Shareholder loan AFT Tech as at 31 December 2023 comprises of £3,000,000 principal and £612,470 interest outstanding.

Since 31 May 2022, GFJ Holding GmbH & Co.KG ("GFJ Holding"), the shareholder of the Company, provided the Company under several shareholder loan agreements with £1,400,759 (€1,655,000) in thirteen instalments. On 30 January 2023, the two parties entered into a shareholder loan agreement to rearrange these loans into one loan ("Shareholder loan GFJ Holding"). The Shareholder loan GFJ Holding has a fixed repayment date on 31 December 2025 and bears interest at an annual rate of 2.5%. It is unsecured. The Shareholder loan GFJ Holding balance as at 30 June 2024 comprises £1,400,759 (€1,655,000) principal recorded in the consolidated statement of financial position under "loans and borrowings (non-current)", and £74,646 (€88,194) interest categorized under "short term borrowings". The Shareholder loan GFJ Holding balance as at 31 December 2023 comprises £1,438,278 (€1,655,000) principal recorded in the consolidated statement of financial position under "loans and borrowings (noncurrent)", and £58,161 (€66,925) interest categorized under "short term borrowings".

24. Subsequent events

On 19 August 2024, the Group has issued 35,370 shares to the four members of the Supervisory Board as part of the fixed remuneration per financial year starting in 2024.

In August 2024, learnd Ltd acquired the building energy management business of Smart Control Systems Limited via an "Asset Purchase Agreement". This transaction is considered as a business combination according to IFRS 3. The acquisition was made to acquire the target's customer base and knowledge from its engineers.

The acquisition of Smart Controls Limited was settled in 21,688 treasury shares amounting to €178,482 (£149,993) issued on the closing date of 31 July 2024 using an effective share price of €8.23.

As of the authorization date of these unaudited condensed consolidated interim financial statements the financial information of Smart Controls has not been finalized. Therefore, the purchase price allocation is still not available. However, as this transaction has no material effects on the financial position, liquidity and financial performance of the Group, the Group does not plan to make full IFRS 3 disclosure.

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Learnd SE Luxembourg, 27 September 2024

Simon Wood Member of the Management Board John Clifford Member of the Management Board

AI Terminal

Learnd SE

9328_ir_2024-10-02_33fe96a5-2a29-4fd3-9439-c35c01cf0547.pdf

HALF-YEAR INTERIM REPORT

CONTENTS

LEARND SE

UNAUDITED INTERIM GROUP MANAGEMENT REPORT

AS AT AND FOR THE SIX-MONTH PERIOD ENDED

CONTENTS

UNAUDITED INTERIM GROUP MANAGEMENT REPORT 30 JUNE 2024

1. Fundamental Information about the Group

1.1 Business model

1.2 Changes in the Group Structure

Group restructuring

Business Combinations

UNAUDITED INTERIM GROUP MANAGEMENT REPORT 30 JUNE 2024

1.3 Capital markets, governance and takeover law

General information

1.4 Internal Management System

1.5 Employees

2. Report on Economic Position

2.1 Macroeconomic and sector-specific conditions

2.2 Results of operations, financial position and assets and liabilities of the Group

2.2.1 Results of operations

Profitability

2.2.2 Financial Position

Capital structure

Investments

2.2.3 Assets and Liabilities

3. Report on Risks and Opportunities

4. Management's Responsibility Statement

5. Outlook

General economic conditions

UNAUDITED INTERIM GROUP MANAGEMENT REPORT 30 JUNE 2024

LEARND SE

Unaudited condensed consolidated interim financial statements 30 June 2024

COMPANY INFORMATION

Unaudited condensed consolidated interim financial statements 30 June 2024

CONTENTS

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Interim Statement of Comprehensive Income

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Interim Statement of Financial Position

Unaudited Condensed Consolidated Interim Statement of Cash Flows

1. General information

2. Basis of preparation

3. Going concern

4. Change in accounting policy

5. Significant accounting judgements, estimates and assumptions

Fair value measurement

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

6. Business Combinations

6.1 Acquisition of Crucible Holding Limited

Recognised amounts of identifiable net assets

Acquired receivables

Consideration transferred

Goodwill

Contribution to Group results

6.2 Acquisition of Ashdown HVAC Controls Limited, ACS Maintenance Limited, and Ashdown Control Switch Gear Limited

Recognised amounts of identifiable net assets

Acquired receivables

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Consideration transferred

Goodwill

Contribution to Group results

7. Segmental information

Strategic accounts and projects

Services

Data enabled services

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Information about reportable segments

Geographical Information

8. Revenue

9. Cost of sales

10. Administrative expenses

11. Finance expense

12. Income tax

13. Earnings per Share

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

14. Intangible assets