AI assistant
Learnd SE Annual Report 2025
9328_10-k_2026-04-30_014cf4f5-278d-4c48-a883-a5327ab07de7.pdf
Annual Report
Open in viewerOpens in your device viewer
learnd SE
Société Européenne
ANNUAL ACCOUNTS
for the year ended 31 December 2025
AND REPORT OF THE
RÉVISEUR D'ENTREPRISES AGRÉÉ
9, rue de Bitbourg
L-1273 Luxembourg
Luxembourg
R.C.S. Luxembourg: B255487
2
learnd SE
Annual accounts as at 31 December 2025
Table of Contents
Management Report ... 3
Corporate Governance Statement ... 8
Report of the Réviseur d'Entreprises Agréé ... 10
Balance sheet ... 14
Profit and loss account ... 20
Notes to the Annual Accounts ... 22
3
learnd SE
Management report for the year ended 31 December 2025
The Management Board of learnd SE (former GFJ ESG Acquisition I SE and hereinafter the "Company") submit their management report with the audited annual accounts of the Company for the year ended 31 December 2025.
Overview
learnd SE was originally incorporated as special purpose acquisition company (SPAC) on 2 June 2021 in Luxembourg and established for the original purpose of acquiring one operating business with principal business operations in a member state of the European Economic Area or the United Kingdom or Switzerland in the form of a merger, capital stock exchange, share purchase, asset acquisition reorganisation or similar transaction.
Since 19 October 2021 the Company has been listed on the regulated market on the Frankfurt stock exchange in Germany. The Company is a listed entity with its class A shares traded in the regulated market of Frankfurt Stock Exchange under the symbol "LRND" and ISIN LU2358378979.
On 27 October 2022, the Company and learnd Limited ("learnd Ltd") entered into a business combination agreement (as amended on 9 December 2022). On 18 January 2023, the Business Combination was consummated and the Company became the legal parent of learnd Ltd and its subsidiaries by way of contribution of all shares in learnd Ltd into the Company in exchange for the Company's issuance of 7.289.581 new public shares (Class A shares) with a par value of EUR 0,0384 (the "Business Combination"). The Company subsequently changed its name to learnd SE to align with name of the operating group learnd Ltd. While learnd SE was the legal acquirer, learnd Ltd was deemed as the accounting acquirer and the predecessor entity in the subsequent filings of the combined company.
On 23 April 2024, the Company changed its registered office from 5, Heienhaff, L-1736 Senningerberg, Luxembourg to 9, rue de Bitbourg, L-1273 Luxembourg, Luxembourg.
The annual financial statements have been prepared in accordance with generally accepted accounting principles in Luxembourg.
The Company is governed by a Management Board and a Supervisory Board. This two-tier governance structure was resolved by an extraordinary shareholders' meeting of the Company held on 18 June 2021. The powers of the Management Board and Supervisory Board are determined by the Luxembourg Company Law, the Articles of Association of the Company, and the internal rules of procedure of both the Management Board and Supervisory Board.
The Company is undertaking continuous control and monitoring measures of the ongoing legal and regulatory landscape. Moreover, the Management Board and the Supervisory Board are supported by leading service providers on the respective legal, accounting and tax domains.
4
learnd SE
Management report for the year ended 31 December 2025
Review and development of the Company's financial position
During the financial year ended 31 December 2025, the Company was involved in a number of significant transactions as part of the restructuring of the group and the optimisation of its financing structure.
On 8 October 2025, learnd Acquisition S.à r.l. sold its entire (100%) shareholding in learnd Ltd to learnd Arrow Ltd. The consideration for the transaction comprised cash proceeds of EUR 9.455.693,00 and loan notes amounting to EUR 11.248.650,00. Subsequently, a portion of these loan notes was converted into a 49.50% equity interest in learnd Atlas Ltd, which is the parent company of learnd Nexus Ltd, the latter fully owning learnd Arrow Ltd.
As a result, learnd Acquisition S.à r.l. recognised a significant loss on disposal, resulting in a substantial decrease in its net equity. Accordingly, the Company recognised a value adjustment on its participation in learnd Acquisition S.à r.l. amounting to EUR 62.067.719,29, in order to align the carrying amount of the investment with the subsidiary's net asset value as at 31 December 2025.
On 13 October 2025, the Company received an interim distribution from learnd Acquisition S.à r.l. in the amount of EUR 11.000.000,00.
During October and November 2025, the Company repaid several outstanding loans, thereby strengthening its financial position:
- On 14 October 2025, the Company repaid a loan from GFJ Holding GmbH & Co. KG amounting to EUR 999.000,00, together with accrued interest of EUR 102.766,00;
- On 14 October 2025, the Company repaid a loan from Chepstow Capital GmbH amounting to EUR 633.000,00, together with accrued interest of EUR 14.568,00;
- On 4 November 2025, the Company repaid a loan from Ray Mac Ban amounting to EUR 267.118,00, together with accrued interest of EUR 69.290,00.
On 6 November 2025, the Company resolved to cancel the Class B warrants reserve and reallocate an amount of EUR 10.718.749,50 to the share premium account.
On 13 November 2025, as part of the overall group restructuring, the founders' bonus amounting to EUR 5.958.000,00 was waived and therefore no longer payable.
On the same date, the Company reduced its share capital by an amount of EUR 59.007,25 through the cancellation of 1.536.647 Class A shares.
On 29 December 2025, the Company entered into a loan agreement with learnd Acquisition S.à r.l. for an amount of EUR 100.000,00, bearing interest at a rate of 4% per annum and maturing on 31 December 2026.
5
learnd SE
Management report for the year ended 31 December 2025
During the year, the Company issued 117.991 own shares for total consideration of EUR 1.203.579,60 and incurred a loss of EUR 541.727,00. As at 31 December 2025, there are 12.028.066 remaining own shares with a carrying amount of EUR 19.004.333,16 (consisting of the acquisition value of EUR 122.686.201,60 less value adjustment of EUR 103.681.868,44).
Principal risks and uncertainties
The Company has analyzed the risks and uncertainties to which its business is subject, and the Management Board has considered their potential impact, likelihood, the controls in place and the actions available to mitigate such risks.
In 2026, heightened geopolitical tensions in the Middle East, particularly involving United States, Israel and Iran, have increased uncertainty in global markets. These tensions include military developments, regional instability and the risk of further escalation, as well as the potential introduction of additional international sanctions and countermeasures.
As a result, there has been periodic volatility in global financial markets, including fluctuations in interest rates, foreign exchange rates, energy prices and overall investor sentiment. These developments may have indirect implications across multiple sectors, including valuation of investments, expected dividend flows from participations, financing conditions, inflationary pressures and overall economic growth.
At the date of this report, the Company has not experienced a material direct impact from these events on its operations, financial performance or going concern assessment. However, the Management Board continues to closely monitor the evolving geopolitical situation and assess any potential impact on the Company's financial position, liquidity and future results.
The Company will take appropriate measures, where necessary, to mitigate any adverse effects arising from further escalation or related economic consequences.
Financial risk management objectives and policies
The Company's financial risk management policies and objectives are strictly reviewed and controlled by the Supervisory Board and the Management Board.
6
learnd SE
Management report for the year ended 31 December 2025
Annual Accounts of the Company
The Annual Accounts of the Company are shown on page 14 to page 41. These were prepared in accordance with Luxembourg's legal and regulatory requirements and using the going concern basis of accounting described above.
The loss for the year ended 31 December 2025 of EUR 140.853.947,67 (2024: EUR 26.605.717,87) was mainly attributed to the value adjustment of own shares, loss on the issue of own shares and full impairment of its investments to its affiliated understakings. It is proposed that the loss for the year ended 31 December 2025 be allocated to profit and loss brought forward at 1 January 2026.
Related party transactions
Main transactions and balances with related parties are disclosed in the notes 3, 4, 6, 7, 9, 11 and 13 of the annual accounts.
Research and development
The Company did not have any activities in the field of research and development during the financial year ended 31 December 2025 and 2024.
Transactions in own shares
During the year, the Company issued 117.991 own shares for total consideration of EUR 1.203.579,60 and incurred a loss of EUR 541.727,00. As at 31 December 2025, there are 12.028.066 remaining own shares with a carrying amount of EUR 19.004.333,16 (consisting of the acquisition value of EUR 122.686.201,60 less value adjustment of EUR 103.681.868,44).
Events after the reporting period
Since the reporting date, the international geopolitical environment has deteriorated due to the escalation of the conflict involving Iran (the "Conflict"), following military strikes against that country on 28 February 2026. The management board of the Company is closely monitoring developments and assessing the potential impacts on its operations, financial performance, cash flows, as well as on the carrying amounts of its assets and the extent of its liabilities and commitments.
7
learnd SE
Management report for the year ended 31 December 2025
At this stage, the main potential impacts identified include, in particular: (i) volatility in energy and commodity prices, (ii) disruptions to supply chains and transportation (including insurability, availability and costs), (iii) increased volatility in foreign exchange rates and interest rates, (iv) an increase in credit and/or counterparty risk, and (v) changes in the regulatory environment, including the introduction or tightening of sanctions and restrictive measures.
Given the uncertainty regarding the future development of the Conflict and its indirect consequences, the management board of the Company is not, as at the date of authorization of this report, in a position to reliably estimate the potential financial impact. Based on the information available as at the date of authorization of the annual accounts and subject to the future evolution of the Conflict, the financial statements have been prepared on a going concern basis.
On 24 April 2026, AFT Tech Ventures AG agreed to waive the outstanding loan to learnd SE with an amount of EUR 4.483.690,67 (including interests) as at 31 December 2025. The waiver was agreed in the context of a dividend to be considered after the reporting date, no cash repayment of principal will be made to AFT Tech Ventures AG.
The two German entities GFJ ESG Advisors I GmbH & Co. KG and learnd GmbH have both been liquidated on 24 February 2026.
The Company intends to distribute dividends of EUR 0,32 per share to its shareholders in the second quarter of 2026, corresponding to an aggregate amount of approximately EUR 4.065.654,72.
On 25 March 2026, the Company paid the first tranche of the cash alternative amounting to EUR 326.975 in connection with its previously established SOS program. The remaining cash payments will continue to be settled over the agreed three-year period ending in 2028.
There are no other significant events after balance sheet date that would have had a significant impact on the financial position of the Company as at the closing date other than the events disclosed above.
learnd SE
Management report for the year ended 31 December 2025
Luxembourg, 30 April 2026
Stefan Spang
Supervisory Board Member
Jobann Christoph Stachow
Chairman of the Supervisory Board
Gisbert Rühl
Sole Management Board Member
Karl-Theodor zu Guttenberg
Supervisory Board Member
learnd SE
Corporate governance statement by the Management Board
for the year ended 31 December 2025
The Management Board and the executive management of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Company with reasonable accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Company's business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, learnd SE declares that, to the best of our knowledge, the audited annual accounts for the year ended 31 December 2025, prepared in accordance and in compliance with Luxembourg legal and regulatory requirements applicable to the preparation of annual accounts and are prepared under the historical cost convention, give a true and fair view of the assets, liabilities, financial position as of that date and results for the year then ended.
In addition, management's report includes a fair review of the development and performance of the Company's operations during the year and of business risks, where appropriate, faced by the Company, as well as other information required by the Article 68 of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended.
Luxembourg, 30 April 2026
Stefan Spang
Supervisory Board Member
Gisbert Rühl
Sole Management Board Member
Johann Christoph Stachow
Chairman of the Supervisory Board
Karl-Theodor zu Guttenberg
Supervisory Board Member
Docusign Envelope ID: 53869A62-6D69-84A0-814A-C14B4A74098D
forvs mazars
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Luxembourg
Tel +352 27 114 1
forvismazars.com/lu
To the Shareholders of
learnd SE
Société européenne
R.C.S. Luxembourg B255487
9, Rue de Bitbourg
L-1273, Luxembourg
Grand Duchy of Luxembourg
REPORT OF THE RÉVISEUR D'ENTREPRISES AGRÉÉ
Report on the Audit of the Annual accounts
Opinion
We have audited the annual accounts of learnd SE (the "Company"), which comprise the balance sheet as at 31 December 2025, and the profit and loss account for the year then ended, and notes to the annual accounts, including a summary of significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at 31 December 2025, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the "Responsibilities of the réviseur d'entreprises agréé for the Audit of the Annual accounts" section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Forvis Mazars - Cabinet de révision agréé
Société Anonyme - RCS Luxembourg B158962 - TVA intracommunautaire : LU24685334
Autorisation Ministérielle N°10362199
Docusign Envelope ID: 53869A62-6D69-84A0-814A-C14B4A74098D
forvs mazars
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter: | Valuation of investments in affiliated undertakings |
|---|---|
| Description of key audit matter: | learnd SE, as ultimate parent of the learnd group, holds shares in affiliated undertaking amounting to an aggregate amount of EUR 6,760,604.20 as of 31 December 2025 as disclosed in Note 3 to the annual accounts, corresponding to its 100% shareholding in learnd Acquisition S.à r.l. The Company recognized a value adjustment on its participation in learnd Acquisition S.à r.l. amounting to EUR 62.067.719,29. |
| On 8 October 2025, learnd Acquisition S.à r.l. sold its entire (100%) shareholding in learnd Ltd to learnd Arrow Ltd, an entity controlled by the two former members of the Management Board of the Company (“the Management Buy-out transaction”). The consideration for the transaction comprised cash proceeds of EUR 9.455.693,00 and loan notes amounting to EUR 11.248.650,00: Subsequently, a portion of these loan notes were converted into a 49.50% equity interest in learnd Atlas Ltd, which is the parent company of learnd Nexus Ltd, the latter fully owning learnd Arrow Ltd. | |
| As a result, learnd Acquisition S.à r.l. recognized a loss on disposal, resulting in a substantial decrease in its net assets as of 31 December 2025. Accordingly, the Company recognized a value adjustment on its participation in learnd Acquisition S.à r.l. amounting to EUR 62.067.719,29, in order to align the carrying amount of the investment with the subsidiary’s net asset value as at 31 December 2025. | |
| Impairment of shares in affiliated undertakings is considered a key audit matter because of the significant judgement involved regarding the assessment of their recoverable amount. | |
| Our response: | Our audit procedures in relation to the impairment of the shares in affiliated undertakings included the following, among others: |
| • We obtained an understanding and evaluated Management’s process related to the valuation of the investment in learnd Acquisitions S.à r.l.; | |
| • We evaluated Management’s estimate of the recoverable amount of the investment of 31 December 2025, including the evaluation of the methodology used and the significant assumptions, and the computation of the value adjustment; | |
| • We evaluated the completeness and appropriateness of the disclosures in Note 2.2.3 and Note 3 to the annual accounts. |
Other information
The Management Board is responsible for the other information. The other information comprises the information stated in the annual report including the management report and the Corporate Governance Statement but does not include the annual accounts and our report of the réviseur d'entreprises agréé thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.
Docusign Envelope ID: 53869A62-6D69-84A0-814A-C14B4A74098D
forvs mazars
The Management Board is responsible for presenting and marking up the consolidated annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format as amended ("the ESEF Regulation").
Responsibilities of the Management Board and Those Charged with Governance for the Annual accounts
The Management Board is responsible for the preparation and fair presentation of the annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Management Board determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Management Board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the réviseur d'entreprises agréé for the Audit of the Annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the réviseur d'entreprises agréé that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board.
- Conclude on the appropriateness of the Management Board' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the réviseur d'entreprises agréé to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the réviseur d'entreprises agréé. However, future events or conditions may cause the Company to cease to continue as a going concern.
12
Docusign Envelope ID: 53869A62-6D69-84A0-814A-C14B4A74098D
forvis mazars
- Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, "actions taken to eliminate threats or safeguards applied".
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as réviseur d'entreprises agréé by the General Meeting of the Shareholders on 26 June 2025 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 3 years.
The management report is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the annual accounts of the Company as of 31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the annual accounts. For the Company, it relates to annual accounts prepared in valid xHTML format.
In our opinion, annual accounts of the Company as of 31 December 2025 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit.
Luxembourg, 30 April 2026
For Forvis Mazars, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Signed by:
Oana BENTEL
Réviseur d'entreprises agréé
14
learnd SE
Balance Sheet as at 31 December 2025
Annual Accounts Helpdesk
Tel. :(+352)247 88 494
Email : [email protected]
RCSL Nr. : B255487
Matricule: 20218400141
BALANCE SHEET
Financial year from 01/01/2025 to 31/12/2025 (in EUR)
learnd SE
9, rue de Bitbourg
L-1273 Luxembourg
Luxembourg
ASSETS
| Reference(s) | Current year | Previous year | |
|---|---|---|---|
| A. Subscribed capital unpaid | 1101 | 101 | 102 |
| I. Subscribed capital not called | 1103 | 103 | 104 |
| II. Subscribed capital called but unpaid | 1105 | 105 | 106 |
| B. Formation expenses | 1107 | 107 | 108 |
| C. Fixed assets | 1109 | 109 | 6.760.604,20 |
| I. Intangible assets | 1111 | 111 | 112 |
| 1. Costs of development | 1113 | 113 | 114 |
| 2. Concessions, patents, licences, trade marks and similar rights and assets, if they were | 1115 | 115 | 116 |
| a) acquired for valuable consideration and need not be shown under C.I.3 | 1117 | 117 | 118 |
| b) created by the undertaking itself | 1119 | 119 | 120 |
| 3. Goodwill, to the extent that it was acquired for valuable consideration | 1121 | 121 | 122 |
| 4. Payments on account and intangible assets under development | 1123 | 123 | 124 |
| II. Tangible assets | 1125 | 125 | 126 |
| 1. Land and buildings | 1127 | 127 | 128 |
| 2. Plant and machinery | 1129 | 129 | 130 |
The accompanying notes form an integral part of the annual accounts.
15
learnd SE
Balance Sheet as at 31 December 2025
| 3. Other fixtures and fittings, tools and equipment | 1131 | 131 | 132 |
|---|---|---|---|
| 4. Payments on account and tangible assets in the course of construction | 1133 | 133 | 134 |
| III. Financial assets | 1135 | 3 | 135 |
| 1. Shares in affiliated undertakings | 1137 | 137 | 6.760.604,20 |
| 2. Loans to affiliated undertakings | 1139 | 139 | 140 |
| 3. Participating interests | 1141 | 141 | 142 |
| 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests | 1143 | 143 | 144 |
| 5. Investments held as fixed assets | 1145 | 145 | 146 |
| 6. Other loans | 1147 | 147 | 148 |
| D. Current assets | 1151 | 151 | 27.781.900,37 |
| I. Stocks | 1153 | 153 | 154 |
| 1. Raw materials and consumables | 1155 | 155 | 156 |
| 2. Work in progress | 1157 | 157 | 158 |
| 3. Finished goods and goods for resale | 1159 | 159 | 160 |
| 4. Payments on account | 1161 | 161 | 162 |
| II. Debtors | 1163 | 4 | 163 |
| 1. Trade debtors | 1165 | 165 | 166 |
| a) becoming due and payable within one year | 1167 | 167 | 168 |
| b) becoming due and payable after more than one year | 1169 | 169 | 170 |
| 2. Amounts owed by affiliated undertakings | 1171 | 171 | 3.475,62 |
| a) becoming due and payable within one year | 1173 | 173 | 3.475,62 |
| b) becoming due and payable after more than one year | 1175 | 175 | 176 |
| 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests | 1177 | 177 | 178 |
| a) becoming due and payable within one year | 1179 | 179 | 180 |
The accompanying notes form an integral part of the annual accounts.
16
learnd SE
Balance Sheet as at 31 December 2025
| b) becoming due and payable after more than one year | 1181 | 181 | 182 |
|---|---|---|---|
| 4. Other debtors | 1183 | 183 | 1.873.873,88 |
| a) becoming due and payable within one year | 1185 | 185 | 1.873.873,88 |
| b) becoming due and payable after more than one year | 1187 | 187 | 188 |
| III. Investments | 1189 | 5 | 19.004.333,16 |
| 1. Shares in affiliated undertakings | 1191 | 191 | 192 |
| 2. Own shares | 1209 | 209 | 19.004.333,16 |
| 3. Other investments | 1195 | 195 | 196 |
| IV. Cash at bank and in hand | 1197 | 197 | 6.900.217,71 |
| E. Prepayments | 1199 | 199 | 200 |
| TOTAL (ASSETS) | 201 | 34.542.504,57 |
The accompanying notes form an integral part of the annual accounts.
learnd SE
Balance Sheet as at 31 December 2025
CAPITAL, RESERVES AND LIABILITIES
| Reference(s) | Current year | Previous year | |||
|---|---|---|---|---|---|
| A. Capital and reserves | 1301 | 6 | 301 | 28.374.697,89 | 302 |
| I. Subscribed capital | 1303 | 303 | 949.756,30 | 304 | |
| II. Share premium account | 1305 | 305 | 216.085.472,40 | 306 | |
| III. Revaluation reserve | 1307 | 307 | 308 | ||
| IV. Reserves | 1309 | 309 | 19.079.333,16 | 310 | |
| 1. Legal reserve | 1311 | 311 | 312 | ||
| 2. Reserve for own shares | 1313 | 313 | 19.004.333,16 | 314 | |
| 3. Reserves provided for by the articles of association | 1315 | 315 | 316 | ||
| 4. Other reserves, including the fair value reserve | 1429 | 429 | 75.000,00 | 430 | |
| a) other available reserves | 1431 | 431 | 432 | ||
| b) other non available reserves | 1433 | 433 | 75.000,00 | 434 | |
| V. Profit or loss brought forward | 1319 | 319 | -66.885.916,30 | 320 | |
| VI. Profit or loss for the financial year | 1321 | 321 | -140.853.947,67 | 322 | |
| VII. Interim dividends | 1323 | 323 | 324 | ||
| VIII. Capital investment subsidies | 1325 | 325 | 326 | ||
| B. Provisions | 1331 | 331 | 332 | ||
| 1. Provisions for pensions and similar obligations | 1333 | 333 | 334 | ||
| 2. Provisions for taxation | 1335 | 335 | 336 | ||
| 3. Other provisions | 1337 | 337 | 338 | ||
| C. Creditors | 1435 | 7 | 435 | 6.167.806,68 | 436 |
| 1. Debenture loans | 1437 | 437 | 438 | ||
| a) Convertible loans | 1439 | 439 | 440 | ||
| i) becoming due and payable within one year | 1441 | 441 | 442 | ||
| ii) becoming due and payable after more than one year | 1443 | 443 | 444 | ||
| b) Non convertible loans | 1445 | 445 | 446 |
The accompanying notes form an integral part of the annual accounts.
18
learnd SE
Balance Sheet as at 31 December 2025
| i) becoming due and payable within one year | 1447 | 447 | 448 |
|---|---|---|---|
| ii) becoming due and payable after more than one year | 1449 | 449 | 450 |
| 2. Amounts owed to credit institutions | 1355 | 355 | 356 199.875,00 |
| a) becoming due and payable within one year | 1357 | 357 | 358 199.875,00 |
| b) becoming due and payable after more than one year | 1359 | 359 | 360 |
| 3. Payments received on account of orders in so far as they are not shown separately as deductions from stocks | 1361 | 361 | 362 |
| a) becoming due and payable within one year | 1363 | 363 | 364 |
| b) becoming due and payable after more than one year | 1365 | 365 | 366 |
| 4. Trade creditors | 1367 | 367 | 739.402,84 368 1.358.511,09 |
| a) becoming due and payable within one year | 1369 | 369 | 739.402,84 370 1.358.511,09 |
| b) becoming due and payable after more than one year | 1371 | 371 | 372 |
| 5. Bills of exchange payable | 1373 | 373 | 374 |
| a) becoming due and payable within one year | 1375 | 375 | 376 |
| b) becoming due and payable after more than one year | 1377 | 377 | 378 |
| 6. Amounts owed to affiliated undertakings | 1379 | 379 | 4.483.690,67 380 8.135.272,76 |
| a) becoming due and payable within one year | 1381 | 381 | 382 3.597.693,64 |
| b) becoming due and payable after more than one year | 1383 | 383 | 4.483.690,67 384 4.537.579,12 |
| 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests | 1385 | 385 | 386 |
| a) becoming due and payable within one year | 1387 | 387 | 388 |
| b) becoming due and payable after more than one year | 1389 | 389 | 390 |
The accompanying notes form an integral part of the annual accounts.
19
learnd SE
Balance Sheet as at 31 December 2025
8. Other creditors
| a) Tax authorities | 1393 | 393 | 944.713,17 | 394 | 7.028.619,27 |
|---|---|---|---|---|---|
| b) Social security authorities | 1395 | 395 | 396 | ||
| c) Other creditors | 1397 | 397 | 398 | 6.271.788,69 | |
| i) becoming due and payable within one year | 1399 | 399 | 400 | 6.271.788,69 | |
| ii) becoming due and payable after more than one year | 1401 | 401 | 402 |
D. Deferred income
| TOTAL (CAPITAL, RESERVES AND LIABILITIES) | 405 | 34.542.504,57 | 406 | 185.950.923,68 |
|---|---|---|---|---|
The accompanying notes form an integral part of the annual accounts.
learn SE
Profit and loss for the year ended 31 December 2025
Annual Accounts Helpdesk
Tel. :(+352)247 88 494
Email : [email protected]
RCSL Nr. : B255487
Matricule: 20218400141
PROFIT AND LOSS ACCOUNT
Financial year from 01/01/2025 to 31/12/2025 (in EUR)
learn SE
9, rue de Bitbourg
L-1273 Luxembourg
Luxembourg
- Net turnover
- Variation in stocks of finished goods and in work in progress
- Work performed by the undertaking for its own purposes and capitalised
- Other operating income
- Raw materials and consumables and other external expenses
a) Raw materials and consumables
b) Other external expenses - Staff costs
a) Wages and salaries
b) Social security costs
i) relating to pensions
ii) other social security costs
c) Other staff costs - Value adjustments
a) in respect of formation expenses and of tangible and intangible fixed assets
b) in respect of current assets - Other operating expenses
Reference(s) Current year Previous year
1701 701 702
1703 703 704
1705 705 706
1713 7 713 5.958.000,00 714 167.592,45
1671 8 671 -2.453.355,86 672 -2.160.628,94
1601 601 602
1603 603 -2.453.355,86 604 -2.160.628,94
1605 605 606
1607 607 608
1609 609 610
1653 653 654
1655 655 656
1613 613 614
1657 4,7 657 -4.640.424,73 658
1659 659 660
1661 661 -4.640.424,73 662
1621 9 621 -253.266,83 622 -407.170,40
The accompanying notes form an integral part of the annual accounts.
21
learnd SE
Profit and loss for the year ended 31 December 2025
9. Income from participating interests
a) derived from affiliated undertakings
b) other income from participating interests
10. Income from other investments and loans forming part of the fixed assets
a) derived from affiliated undertakings
b) other income not included under a)
11. Other interest receivable and similar income
a) derived from affiliated undertakings
b) other interest and similar income
12. Share of profit or loss of undertakings accounted for under the equity method
13. Value adjustments in respect of financial assets and of investments held as current assets
14. Interest payable and similar expenses
a) concerning affiliated undertakings
b) other interest and similar expenses
15. Tax on profit or loss
16. Profit or loss after taxation
17. Other taxes not shown under items 1 to 16
18. Profit or loss for the financial year
| 1715 | 715 | 716 |
|---|---|---|
| 1717 | 717 | 718 |
| 1719 | 719 | 720 |
| 1721 | 721 | 750,00 |
| 1723 | 723 | 750,00 |
| 1725 | 725 | 726 |
| 1727 | 10 | 411.932,52 |
| 1729 | 729 | 286.212,96 |
| 1731 | 731 | 125.719,56 |
| 1863 | 663 | 664 |
| 1865 | 3, 5 | 665 |
| 1627 | 11 | - 908.355,56 |
| 1629 | 629 | - 206.703,90 |
| 1631 | 631 | - 701.651,66 |
| 1635 | 635 | 636 |
| 1667 | 667 | - 140.602.475,58 |
| 1637 | 637 | - 251.472,09 |
| 1669 | 669 | - 140.853.947,67 |
| 716 | ||
| --- | --- | |
| 718 | ||
| 720 | ||
| 585,61 | ||
| 585,61 | ||
| 487.892,72 | ||
| 264.146,40 | ||
| 223.746,32 | ||
| 664 | ||
| -13.872.283,90 | ||
| -10.816.540,11 | ||
| -193.775,49 | ||
| -10.622.764,62 | ||
| -26.600.552,57 | ||
| -5.165,30 | ||
| -26.605.717,87 |
The accompanying notes form an integral part of the annual accounts.
22
learnd SE
Notes to the annual accounts as at 31 December 2025
1 General information
learnd SE (formerly GFJ ESG Acquisition I SE and hereinafter the "Company") was incorporated on 2 June 2021 in Luxembourg as a European company (Société Européenne or "SE") based on the laws of the Grand Duchy of Luxembourg ("Luxembourg") for an unlimited period of time. The Company is registered with the Luxembourg Trade and Companies Register under number B255487.
Since 19 October 2021 the Company has been listed on the regulated market on the Frankfurt stock exchange in Germany. The Company is a listed entity with its class A shares traded in the regulated market of Frankfurt Stock Exchange under the symbol "LRND". The Company also has class B shares issued and outstanding as at 31 December 2025 that are not listed on a stock exchange.
Following the Business Combination with learnd Limited on 18 January 2023, the Company changed its name from "GFJ ESG Acquisition I SE" to "learnd SE".
On 23 April 2024, the Company changed its registered office from 5, Heienhaff, L-1736 Senningerberg, Luxembourg to 9, rue de Bitbourg, L-1273 Luxembourg, Luxembourg.
The Company's purpose shall be the creation, holding, development and realisation of a portfolio, consisting of interests and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, in particular in entities developing, producing and distributing climate management solutions and energy-saving technologies, whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio.
The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company.
The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.
The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes.
The Company's financial year starts on January 1 and ends on December 31 of each year.
23
learnd SE
Notes to the annual accounts as at 31 December 2025
1 General information (continued)
The Company also prepares consolidated financial statements which are published under International Financial Reporting Standards as adopted by the European Union. The consolidated financial statements are published in accordance with the European Single Electronic Format regulation on the Company's website.
2 Summary of significant accounting policies
2.1 Basis of preparation
The annual accounts have been prepared in accordance with the Luxembourg legal and regulatory requirements under the historical cost convention and on a going concern basis.
Accounting policies and valuation rules are, besides the ones laid down by the Law of 19th December 2002, determined and applied by the directors.
The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Management Board believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
2.2 Significant accounting policies
The following are the significant accounting policies and valuation rules adopted by the Company in the preparation of these annual accounts.
2.2.1 Foreign currency translation
The Company maintains its books and records in Euro ("EUR"). The balance sheet and the profit and loss account are expressed in EUR.
Translation of foreign currency transactions
Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates of the transactions.
24
learnd SE
Notes to the annual accounts as at 31 December 2025
2 Summary of significant accounting policies (continued)
2.2 Significant accounting policies (continued)
2.2.1 Foreign currency translation (continued)
Translation of foreign currency balances as at the balance sheet date
- Financial assets and prepayments denominated in currencies other than EUR are translated at the historical exchange rates;
- Current assets and current liabilities which are economically linked (and having similar characteristics) are translated at the exchange rates prevailing at the balance sheet date.
- Other assets denominated in currencies other than EUR are translated at the lower between the exchange rate prevailing at the balance sheet date and the historical exchange rate;
- Other debts denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and the historical exchange rate; and
- Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the profit and loss account. Unrealized exchange gains are not recognized unless it arises from cash at bank and in hand.
2.2.2 Formation expenses
Formation expenses include costs and expenses incurred in connection with the incorporation of the Company and subsequent capital increases. Formation expenses are charged to the profit and loss account of the year in which they were incurred.
2.2.3 Financial assets
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
In the case of durable depreciation in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets, so that they are valued at the lower amount to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
25
learnd SE
Notes to the annual accounts as at 31 December 2025
2 Summary of significant accounting policies (continued)
2.2 Significant accounting policies (continued)
2.2.4 Cash at bank and in hand
Cash at bank and in hand comprises of cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
2.2.5 Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
2.2.6 Own shares
Own shares are initially measured at acquisition cost and recognized as an asset with a corresponding non-distributable reserve. Own shares are subsequently remeasured at the lower of cost or market value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
In accordance with Luxembourg law, a non-distributable reserve for own shares is created under the capital and reserves section and an amount from the share premium is allocated to the reserve for own shares to equal to the value of the own shares. At each reporting date, the balance of the non-distributable reserve for own shares in equity is adjusted to equal the carrying amount of the investment in own shares and such changes are adjusted to the share premium account.
2.2.7 Prepayment
Prepayments include expenditure incurred during the financial year but relating to a subsequent financial year.
2.2.8 Provisions
Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date they will arise.
26
learnd SE
Notes to the annual accounts as at 31 December 2025
2 Summary of significant accounting policies (continued)
2.2 Significant accounting policies (continued)
2.2.8 Provisions (continued)
Provision relating to previous periods are regularly reviewed and released if the reasons for which the provisions were recorded have ceased to apply.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption "Other creditors becoming due and payable within one year". The advance payments are shown in the assets of the balance sheet under the "Other debtors becoming due and payable within one year" item.
2.2.9 Creditors
Creditors are recorded at their reimbursement value. Where the amount repayable of a financial liability is higher than the amount of cash received upfront, the related repayment premium is shown in the balance sheet as an asset and is amortized over the period of the related debt on a straight-line method.
2.2.10 Expenses
Expenses are accounted for on an accrual basis.
2.2.11 Income tax
The Company is subject to income taxes in Luxembourg.
2.2.12 Warrants
The Company has issued class A warrants and class B warrants, which are equity settled instruments and are presented as part of other non available reserves. When such warrants are expected to be equity settled, the Company does not book any provision to cover any surplus of the fair value of those warrants compared to the amounts booked in other non available reserves, as the Company will not suffer any loss in relation to those warrants in the future.
learnd SE
Notes to the annual accounts as at 31 December 2025
3 Financial assets
Movements in financial assets are as follows:
| | 31/12/2025
EUR | 31/12/2024
EUR |
| --- | --- | --- |
| Gross book value - opening balance | 79.859.623,49 | 75.204.491,25 |
| Additions during the year | - | 84.292.963,49 |
| Transfer for the year - Capital reduction | - 11.000.000,00 | - 79.637.831,25 |
| Gross book value - closing balance | 68.859.623,49 | 79.859.623,49 |
| Accumulated value adjustment - opening balance | - | - |
| Allocation for the year | - 62.099.019,29 | - |
| Reversals for the year | - | - |
| Accumulated value adjustment - closing balance | - 62.099.019,29 | - |
| Net book value - opening balance | 79.859.623,49 | 75.204.491,25 |
| Net book value - closing balance | 6.760.604,20 | 79.859.623,49 |
On 27 October 2022, the Company and learnd Ltd entered into a business combination agreement (as amended on 9 December 2022) whereby the Company became the legal parent of learnd Ltd and its subsidiaries by way of contribution of all shares in learnd Ltd into the Company in exchange for the issuance of new public shares (the "Business Combination"). On 18 January 2023, the Business Combination was consummated and the Company issued new public shares with aggregate amount of EUR 72.895.810,00.
In 2023, the Company incorporated learnd Acquisition S.à r.l. ("learnd Acquisition") for EUR 12.000,00 and acquired shares in learnd Ltd - CEC for EUR 2.265.381,25. The Company contributed the shares in learnd Ltd - CEC to learnd Acquisition for an amount of EUR 2.265.381,25.
On 13 February 2024, learnd Ltd acquired 100% of the share capital of Crucible Holdings Limited in exchange for cash consideration of GBP 3.285.000,00 and issuance by the Company of 310,465 existing own shares with a value of GBP 2.200.000,00 (equivalent to EUR 2.576.640,00). The Company recorded the issuance of own shares as investment in learnd Ltd which was subsequently contributed to learnd Acquisition.
On 23 February 2024, learnd Acquisition issued additional shares which have been subscribed by the Company and paid by contributing shares held in learnd Ltd with aggregate value of EUR 72.895.810,00. On same date, the Company issued 230.303 new shares in exchange for participations in Ashdown HVAC Control Limited, ACS Maintenance Limited and Ashdown Control Switchgear Limited for an aggregate amount EUR 1.900.000,00.
28
learnd SE
Notes to the annual accounts as at 31 December 2025
3 Financial assets (continued)
On 11 April 2024, the Company contributed the shares in Ashdown HVAC Control Limited, ACS Maintenance Limited and Ashdown Control Switchgear Limited to learnd Acquisition for an amount of EUR 1.900.000,00.
On 2 August 2024, the Company acquired shares of Smart Control in exchange for issuance of 21,688 existing own shares with a value of EUR 178.492,24. The Company recorded the issuance of own shares as investment in learnd Acquisition.
On 8 October 2025, learnd Acquisition S.à r.l. sold its entire (100%) shareholding in learnd Ltd to learnd Arrow Ltd. The consideration for the transaction comprised cash proceeds of EUR 9.455.693,00 and loan notes amounting to EUR 11.248.650,00. Subsequently, a portion of these loan notes was converted into a 49.50% equity interest in learnd Atlas Ltd, which is the parent company of learnd Nexus Ltd, the latter fully owning learnd Arrow Ltd.
As a result, learnd Acquisition S.à r.l. recognised a significant loss on disposal, resulting in a substantial decrease in its net equity. Accordingly, the Company recognised a value adjustment on its participation in learnd Acquisition S.à r.l. amounting to EUR 62.067.719,29, in order to align the carrying amount of the investment with the subsidiary's net asset value as at 31 December 2025.
On 13 October 2025, the Company received a distribution from learnd Acquisition S.à r.l. in the amount of EUR 11.000.000,00.
The breakdown of investments as at 31 December 2025 and 31 December 2024 is as follows:
| Name of the undertaking | 31/12/2025 | 31/12/2024 |
|---|---|---|
| EUR | EUR | |
| learnd Acquisition S.à r.l. | 6.760.604,20 | 79.828.323,49 |
| learnd GmbH (formely GFJ Advisors I GmbH) | - | 28.500,00 |
| GFJ ESG Advisors I GmbH & Co. KG | - | 2.800,00 |
| Total | 6.760.604,20 | 79.859.623,49 |
29
learnd SE
Notes to the annual accounts as at 31 December 2025
3 Financial assets (continued)
Undertakings in which the Company holds at least 20% of the share capital are as follows:
| Name of undertaking | Registered office | Ownership % | Last balance sheet date | Net equity at the balance sheet date of the company * the financial year * EUR | Profit or loss for the financial year * EUR |
|---|---|---|---|---|---|
| learnd Acquisition S.a r.l. | 9, rue de Bitbourg L - 1273 Luxembourg | 100% | 31/12/2025 | 6.760.604,20 | - 59.765.476,47 |
| learnd GmbH (formerly GFJ Advisors I GmbH) | Rüttenscheider 100% | ||||
| Strasse 84 D-45130 Essen | 31/12/2025 | 8.404,00 | - 8.615,00 | ||
| GFJ ESG Advisors I GmbH & Co. KG | Rüttenscheider 100% | ||||
| Strasse 84 D-45130 Essen | 31/12/2025 | - 177.739,00 | 9.072,00 |
- Based on unaudited stand-alone accounts
A thorough impairment testing and analysis was conducted in accordance with Luxembourg GAAP and it has been determined that a permanent impairment indicator exists and therefore an impairment was recorded in the financial statement as at 31 December 2025 amounting to a total of EUR 62.099.019,29. An impairment of EUR 62.067.719,29 (2024: nil) for learnd Acquisition, EUR 28.500,00 (2024: nil) for learnd GmbH and EUR 2.800,00 (2024: nil) for GFJ ESG Advisors I GmbH & Co. KG.
The two German entities GFJ ESG Advisors I GmbH & Co. KG and learnd GmbH have both been liquidated on 24 February 2026. Furthermore, learnd Acquisition S.à r.l. submitted a liquidation application to the Luxembourg Trade and Companies Register on 22 December 2025.
30
learnd SE
Notes to the annual accounts as at 31 December 2025
4 Debtors
Amounts owed by affiliated undertakings
Amounts owed by affiliated undertakings are composed of:
| | Total
31/12/2025
EUR | Total
31/12/2024
EUR |
| --- | --- | --- |
| Loan to learnd Acquisition (GBP 4.750.000,00) | - | 5.728.551,10 |
| Interest on loan to learnd Acquisition | - | 1.104.983,91 |
| Loan to GFJ ESG Advisors I GmbH & Co KG | - | 40.000,00 |
| Interest on loan to GFJ ESG Advisors | - | 1.870,36 |
| Other amounts owed by affiliated undertakings | 3.475,62 | 62.739,14 |
| Total | 3.475,62 | 6.938.144,51 |
Loans to learnd Ltd and learnd Acquisition
In 2023, the Company advanced to learnd Ltd a loan of GBP 1.750.000 (equivalent to EUR 2.005.500,00 as at 31 December 2025) ("Loan 1"). The Loan 1 term is for a period of 5 years with a final repayment date of 31 December 2028. Interest on the Loan 1 is at a rate of 5% per annum. The purpose of the Loan 1 was to finance the acquisition of Learnd Ltd - CEC. On 23 February 2024 the Loan 1 was transferred by the Company to learnd Acquisition in exchange for a loan receivable from learnd Acquisition of the same amount.
On 22 February 2024 in accordance with the loan reorganization agreement, the Company assumed a loan payable to AFT Tech Ventures AG for an amount of GBP 3.000.000,00 (equivalent to EUR 3.438.000,00 as at 31 December 2025) in exchange for a loan receivable from learnd Acquisition of the same amount ("Loan 2"). The Loan 2 has a maturity date of 31 December 2028 and an annual interest rate of 5,25%.
During the financial year ended 31 December 2025, the Company earned interest income on the Loan 1 and Loan 2 amounting to EUR 284.962,93 (2024: EUR 262.896,37).
On 29 December 2025, the Company entered into a loan agreement with learnd Acquisition S.à r.l. for an amount of EUR 100.000,00 bearing an interest rate of 4% with a maturity date of 31 December 2026.
A thorough impairment testing and analysis was conducted in accordance with Luxembourg GAAP and it has been determined that a permanent impairment indicator exists and therefore the loans with affiliated undertakings have been fully impaired as well as the receivables from related parties.
31
learnd SE
Notes to the annual accounts as at 31 December 2025
4 Debtors (continued)
Other debtors
Other debtors becoming due and payable within one year are composed of:
| 31/12/2025 EUR | 31/12/2024 EUR | |
|---|---|---|
| Tax advances | 44.262,93 | 251.819,84 |
| VAT receivables | 1.775.280,95 | 1.473.467,18 |
| Other receivables | 54.330,00 | 469.861,39 |
| Total | 1.873.873,88 | 2.195.148,41 |
5 Own shares
Movements in own shares during the year are as follows:
| Own shares - nominal value EUR | Accumulated value adjustment EUR | Net book value EUR | |
|---|---|---|---|
| Opening balance | 123.889.781,20 | - 27.328.628,11 | 96.561.153,09 |
| Additions for the year | - | - | - |
| Disposals for the year | - 1.203.579,60 | - 76.618.735,83 | - 77.822.315,43 |
| Reversal of value adjustment from disposal | - | 265.495,50 | 265.495,50 |
| Closing balance | 122.686.201,60 | - 103.681.868,44 | 19.004.333,16 |
The Management Board identified a permanent decline in the value of its own shares for the year ended 31 December 2025. Therefore, an impairment of the own shares amounting to EUR 76.618.735,83 has been recognized as at 31 December 2025 (31/12/2024: EUR 15.789.874,10).
learnd SE
Notes to the annual accounts as at 31 December 2025
5 Own shares (continued)
Transactions with own shares during the year are as follows:
| Transactions | Class A shares | Cost (in EUR) |
|---|---|---|
| Opening balance | 12.146.057,00 | 123.889.781,20 |
| Issuance of own shares for cash consideration | - 50.000,00 | - 510.020,40 |
| Issuance as supervisory board remuneration | - 66.375,00 | - 677.025,00 |
| Other issuance of own shares | - 1.616,00 | - 16.534,20 |
| Closing balance | 12.028.066,00 | 122.686.201,60 |
As at 31 December 2025, the net book value of own shares amounts to EUR 19.004.333,16 consisting of 12.028.066 class A shares. During the year, the Company issued a total of 117.991 own shares for a total consideration of EUR 1.203.579,60 resulting to a loss of EUR 541.727,00 recorded in the profit and loss account under the caption "Other interest and similar expenses".
6 Capital and reserves
The movements for the year of the capital and reserves accounts are as follows:
| Subscribed capital EUR | Share premium account EUR | Reserve for own shares EUR | Other non-available reserves EUR | Profit or loss brought forward EUR | Profit or loss for the year EUR | Total EUR | |
|---|---|---|---|---|---|---|---|
| Opening balance | 1.008.763,55 | 127.750.895,72 | 96.561.153,09 | 10.793.749,50 | -40.280.198,43 | -26.605.717,87 | 169.228.645,56 |
| Reduction of capital | -59.007,25 | 59.007,25 | - | - | - | - | |
| Release of unrestricted reserve for issuance of own shares (Note 5) | - | 1.203.579,60 | -1.203.579,60 | - | - | - | |
| Re-allocation to available reserves resulting from impairment of own shares (Note 5) | - | 76.353.240,33 | -76.353.240,33 | - | - | - | |
| Cancellation of B warrants reserve | - | 10.718.749,50 | - - 10.718.749,50 | - | - | - | |
| Allocation of prior year's results to profit or loss brought forward | - | - | - | - | -26.605.717,87 | 26.605.717,87 | |
| Results for the financial year | - | - | - | - | - | -140.853.947,67 | -140.853.947,67 |
| Closing balance | 949.756,30 | 216.085.472,40 | 19.004.333,16 | 75.000,00 | -66.885.916,30 | -140.853.947,67 | 28.374.697,89 |
Subscribed capital and share premium
The Company was incorporated with share capital of EUR 120.000,00 represented by 12.000.000 redeemable class B shares without nominal value.
33
learnd SE
Notes to the annual accounts as at 31 December 2025
6 Capital and reserves (continued)
In 2021, the existing 12.000.000 Class B shares were converted into 3.125.000 Class B shares sub-divided into 1.041.667 Class B1 shares, 1.041.667 Class B2 shares and 1.041.666 Class B3 shares.
In 2021, the equity of the Company was increased by an amount of EUR 380.000,00 without issuance of shares. These monies were used to cover the operating expenses as well as due diligence costs.
In 2021, the Company's share capital was increased by an amount of EUR 576.000,00 to raise it to an amount of EUR 696.000,00 through the issuance of 15.000.000 Class A shares, each without nominal value, for an aggregate subscription price of EUR 149.925.000,00. Out of the total subscription price, EUR 576.000,00 was allocated to the share capital and EUR 149.349.000,00 was allocated to the share premium.
In 2021 the Company's share capital was further increased by an amount of EUR 24.000,00 to raise it to an amount of EUR 720.000,00 through the issuance of 208.333 Class B1 Shares, 208.333 Class B2 Shares and 208.334 Class B3 Shares for an aggregate subscription price of EUR 100.000,00. Out of the total subscription price, EUR 24.000,00 was allocated to the share capital and EUR 76.000,00 was allocated to the share premium.
On 18 January 2023, following the Business Combination Agreement dated 27 October 2022 (as amended), the Business Combination was consummated and the Company acquired 100% of the learnd Ltd shares. Pursuant to the consummation of the Business Combination, the Company issued 7.289.581 new class A shares with par value of €0,0384.
In 2023, a further 1.788.516 public shares Class A shares were issued. The shares issued were also issued at a par value of EUR 0,0384.
On 23 February 2024, the Company issued 230.303 new Class A shares in exchange for participations in Ashdown HVAC Control Limited, ACS Maintenance Limited and Ashdown Control Switchgear Limited for an aggregate subscription price EUR 1.900.000,00. Out of the total subscription price, EUR 8.843,64 was allocated to the share capital and EUR 1.894.156,36 was allocated to the share premium.
In 2024, the 3.750.000 Class B shares were converted into Class A shares (class B1 shares were converted on 19 January 2024 and class B2 and B3 shares were converted on 19 June 2024).
On 13 November 2025, the Company reduced the share capital for an amount of EUR 59.007,25 through cancellation of 1.536.647 class A shares.
34
learnd SE
Notes to the annual accounts as at 31 December 2025
6 Capital and reserves (continued)
As at 31 December 2025, the subscribed capital amounts to EUR 949.756,30 represented by 24.733.237 shares with nominal value of EUR 0,0384 each.
As at 31 December 2025, the share premium accounts amounts to EUR 216.085.472,40 (2024: EUR 127.750.895,72).
Legal reserve
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net profits for each financial year to a legal reserve. This requirement ceases to be necessary once the balance on the legal reserve reaches 10% of the subscribed capital. The legal reserve is not available for distribution to the shareholders.
Reserve for own shares
On 18 January 2023, the Company redeemed 14.983.016 Class A shares as part of the business combination for a total redemption price of EUR 152.826.763,00. In accordance with the Luxembourg law, the Company created a non-distributable reserve included in the account "Reserve for own shares" and is duly reflected in the annual accounts
As at 31 December 2025 the balance of the reserve for own shares amount to EUR 19.004.333,16 (31/12/2024: EUR 96.561.153,09). Please refer further to note 5.
Other non-available reserves
In 2021, it was resolved to acknowledge, approve, and authorise in the name and on behalf of the Supervisory Board the issuance, within the framework of the authorised capital of 7.500.000 new Class A Warrants in accordance with the terms and conditions of Class A Warrants, for a subscription price of EUR 75.000,00; and to acknowledge, approve and ratify in the name and on behalf of the Supervisory Board the issuance within the framework of the authorised capital of (i) 6.410.417 new Class B Warrants for an aggregate subscription price of EUR 9.615.625,50, which has been settled by set off against an amount of EUR 1.900.000,00 drawn down under the shareholder loan granted by GFJ Holding GmbH & Co. KG to the Company which loan shall be terminated following such set off and EUR 7.715.625,50 paid in cash, and, (ii) under the additional sponsor subscription of Class B Warrants, an additional number of 735.416 Class B Warrants for the price of EUR 1.103.124,00 in accordance with the terms and conditions of Class B Warrants
35
learnd SE
Notes to the annual accounts as at 31 December 2025
6 Capital and reserves (continued)
On 6 November 2025, the Company resolved to cancel the Class B Warrants Reserve and reallocate the amount of EUR 10.718.749,50 to the share premium account.
7 Creditors
Trade creditors
Trade creditors are related to accounting, legal and other professional services received by the Company during the financial year.
Amounts owed to affiliated undertakings
Amounts owed to affiliated undertakings are made up as follows:
| | Total
31/12/2025
EUR | Total
31/12/2024
EUR |
| --- | --- | --- |
| Payable to learnd Acquisition | - | 931.079,25 |
| Payable to learnd UK | - | 925.218,17 |
| Loan from GFJ Holding GmbH & Co KG | - | 999.000,00 |
| Interest on loan to GFJ Holding GmbH | - | 107.154,34 |
| Loan from AFT Tech Ventures | 3.438.000,00 | 3.618.032,27 |
| Interest on loan from AFT Tech Ventures | 1.045.690,67 | 919.546,85 |
| Loan from Chepstow Capital GmbH | - | 633.000,00 |
| Interest on loan from Chepstow | - | 2.241,88 |
| Total | 4.483.690,67 | 8.135.272,76 |
Payable to learnd Acquisition
The payable to learnd Acquisition relates to invoices paid on behalf of the Company and cash advances to the Company by learnd Acquisition. The payables were offset with the receivables and the remaining outstanding amount was impaired.
36
learnd SE
Notes to the annual accounts as at 31 December 2025
7 Creditors (continued)
Loan from GFJ Holding GmbH & Co KG
As at 31 December 2025, the outstanding amount drawn on the shareholder loan facility was EUR nil (31/12/2024: 999.000,00) and interest expense incurred during the financial year amounted to EUR 19.910,65 (2024: EUR 39.877,96). On 14 October 2025, the Company repaid the outstanding loan amounting to EUR 999.000,00 and the outstanding interest of EUR 102.766,00 (2024: 656.000,00).
Loan from AFT Tech Ventures
As disclosed in Note 4, on 22 February 2024 in accordance with the loan reorganization agreement, the Company assumed a loan payable to AFT Tech Ventures AG for an amount of GBP 3.000.000,00 (equivalent to EUR 3.438.000,00 as at 31 December 2025) in exchange for a loan receivable from learnd Acquisition of the same amount. The loan has a maturity date of 31 December 2028 and an annual interest rate of 5,00%. The interest expense related to this loan amounted to EUR 174.467,13 for the year (2024: 151.655,65).
Loan from Chepstow Capital GmbH
In November 2024, the Company, as borrower, entered into a loan agreement with Chepstow Capital GmbH, as lender, for an amount of EUR 633.000 with a maturity date of 31 December 2025 and an annual interest rate of 2,50%. The interest expense related to this loan amounted to EUR 12.326,12 for the year (2024: 2.241,88). On 14 October 2025, the Company repaid the loan amounting to EUR 633.000,00 and the outstanding interest of EUR 14.568,00.
Other creditors
Other creditors are made up as follows:
| | 31/12/2025
EUR | 31/12/2024
EUR |
| --- | --- | --- |
| Director bonus | - | 5.958.000,00 |
| VAT payable | 890.511,07 | 728.428,80 |
| Withholding tax | 48.440,35 | 22.346,78 |
| Net wealth tax payable | 5.708,75 | 6.055,00 |
| Other payables | 53,00 | - |
| Director fees | - | 2.774,30 |
| Loan from Ray Mac Ban | - | 311.014,39 |
| Total | 944.713,17 | 7.028.619,27 |
37
learnd SE
Notes to the annual accounts as at 31 December 2025
7 Creditors (continued)
As at 31 December 2024, the loan from Ray Mac Ban was reclassified from "amounts owed to affiliated undertakings" to "Other creditors" and the director bonus was reclassified from "amounts owed to affiliated undertakings" to "Other creditors". The interest expense incurred during the year amounted to EUR 25.393,61 (2024: EUR 32.054,16).
On 4 November 2025, the Company repaid the loan from Ray Mac Ban amounting to EUR 267.118,00 and the outstanding interest of EUR 69.290,00.
On 13 November 2025, as part of the restructuring of the whole group, the director bonus amounting to EUR 5.958.000,00 was waived of having to be settled.
8 Other external expenses
Other external expenses are made up as follows:
| 2025 EUR | 2024 EUR | |
|---|---|---|
| Legal and professional fees | - 714.797,12 | - 771.758,64 |
| Other professional fees | - 610.671,47 | - 295.890,04 |
| Accounting and corporate fees | - 380.093,47 | - 498.191,27 |
| Audit fees | - 221.604,51 | - 307.750,00 |
| D&O insurance | - 58.685,25 | - 179.121,35 |
| Bank charges | - 53.831,97 | - 86.036,57 |
| Notary fees | - 10.912,14 | - 7.114,26 |
| Travel expenses | - 10.833,53 | - 5.101,11 |
| Contributions to professional associations | - 350,00 | - 350,00 |
| Other expenses | - 391.576,40 | - 9.315,70 |
| Total | 2.453.355,86 | 2.160.628,94 |
learnd SE
Notes to the annual accounts as at 31 December 2025
9 Other operating expenses
Other operating expenses are mainly composed of:
| 2025 EUR | 2024 EUR | |
|---|---|---|
| Director’s fees (Note 13) | - 253.212,33 | - 369.857,90 |
| Fines, sanctions and penalties (*) | - 54,50 | - 37.312,50 |
| Total | - 253.266,83 | - 407.170,40 |
(*) The fines and penalties relate to the CSSF administrative fine received in September 2024
10 Other interest receivable and similar income
Other interest receivable and similar income are composed of:
| 2025 EUR | 2024 EUR | |
|---|---|---|
| Interest on loans to learnd Acquisition | 284.962,93 | 247.840,67 |
| Interest on loans to learnd Ltd | - | 15.055,70 |
| Interest on loans to GFJ ESG Advisors I GmbH & Co KG | 1.250,03 | 1.250,03 |
| Total derived from affiliated undertakings | 286.212,96 | 264.146,40 |
| Foreign exchange gain | 125.719,56 | 223.746,32 |
| Total other interest and similar income | 125.719,56 | 223.746,32 |
| Total | 411.932,52 | 487.892,72 |
39
learnd SE
Notes to the annual accounts as at 31 December 2025
11 Interest payable and similar expenses
Interest payable and similar expenses are mainly composed of:
| 2025 EUR | 2024 EUR | |
|---|---|---|
| Interest on loans from AFT Tech Ventures | - 174.467,13 | - 151.655,65 |
| Interest on loans from GFJ Holding GmbH & Co KG | - 19.910,65 | - 39.877,96 |
| Interest on loans from Chepstow Capital GmbH | - 12.326,12 | - 2.241,88 |
| Total concerning affiliated undertakings | - 206.703,90 | - 193.775,49 |
| Correction of loss on issuance of own shares in 2023 | - | - 7.888.394,11 |
| Loss on issuance of own shares (Note 5) | - 541.727,00 | - 2.601.654,57 |
| Foreign exchange losses | - 134.531,05 | - 100.661,78 |
| Interest on loans from Ray Mac Ban | - 25.393,61 | - 32.054,16 |
| Total other interest and similar income | - 701.651,66 | - 10.622.764,62 |
| Total | - 908.355,56 | - 10.816.540,11 |
12 Staff
The Company did not employ any staff during the year ended 31 December 2025 (2024: nil).
13 Emoluments granted to the members of the management and supervisory bodies and commitments in respect of retirement pensions and former members of those bodies
| 2025 EUR | 2024 EUR | |
|---|---|---|
| Director's fees | - 253.212,33 | - 369.857,90 |
| Total | - 253.212,33 | - 369.857,90 |
As at 31 December 2025, the Company's Management Board consists of 1 member (2024: 3) and the Supervisory Board consists of 3 members (2024: 4).
14 Advances and loans granted to the members of the management and supervisory bodies
The Company did not grant any advances or loans to members of its Management Board and Supervisory Board during the year ended 31 December 2025 (2024: nil).
40
learnd SE
Notes to the annual accounts as at 31 December 2025
15 Off balance sheet commitments
On 11 November 2024, the Company implemented a new equity settled share-based payment program ("SOS") for certain eligible participants, that is only accounted for in IFRS. Following the Management Buy-Out transaction, which constituted an exit event, all outstanding share options under the SOS program vested on an accelerated basis as of the closing date of the transaction on 8 October 2025.
On 29 October 2025, the Company provided an extra cash alternative to eligible holders of the above share options at the holder's discretion. Under this arrangement, participants are entitled to receive a fixed cash amount per option. The related cash payments are to be made over three-year period from April 2026 to 2028.
The fair value of the program as at 31 December 2025 amounted to EUR 396.745,65 (2024: EUR 346.200,39) and was determined using the Black-Scholes valuation model.
16 Related party transactions
Parties are considered to be related if at any time during the reporting period one party has the ability to control the other or exercise significant influence over the other party in making financial or operational decisions.
Main transactions and balances with related parties are disclosed in the notes 3, 4, 7, 9, 10, 11 and 13 of the annual accounts.
17 Subsequent events
Since the reporting date, the international geopolitical environment has deteriorated due to the escalation of the conflict involving Iran (the "Conflict"), following military strikes against that country on 28 February 2026. The management board of the Company is closely monitoring developments and assessing the potential impacts on its operations, financial performance, cash flows, as well as on the carrying amounts of its assets and the extent of its liabilities and commitments.
At this stage, the main potential impacts identified include, in particular: (i) volatility in energy and commodity prices, (ii) disruptions to supply chains and transportation (including insurability, availability and costs), (iii) increased volatility in foreign exchange rates and interest rates, (iv) an increase in credit and/or counterparty risk, and (v) changes in the regulatory environment, including the introduction or tightening of sanctions and restrictive measures.
Given the uncertainty regarding the future development of the Conflict and its indirect consequences, the management board of the Company is not, as at the date of authorization of this report, in a position to reliably estimate the potential financial impact.
41
learnd SE
Notes to the annual accounts as at 31 December 2025
17 Subsequent events (continued)
On 24 April 2026, AFT Tech Ventures AG agreed to waive the outstanding loan to learnd SE with an amount of EUR 4.483.690,67 (including interests) as at 31 December 2025. The waiver was agreed in the context of a dividend to be considered after the reporting date, no cash repayment of principal will be made to AFT Tech Ventures AG.
The two German entities GFJ ESG Advisors I GmbH & Co. KG and learnd GmbH have both been liquidated on 24 February 2026.
The Company intends to distribute dividends of EUR 0,32 per share to its shareholders in the second quarter of 2026, corresponding to an aggregate amount of approximately EUR 4.065.654,72.
On 25 March 2026, the Company paid the first tranche of the cash alternative amounting to EUR 326.975 in connection with its previously established SOS program. The remaining cash payments will continue to be settled over the agreed three-year period ending in 2028.
There are no other significant events after balance sheet date that would have had a significant impact on the financial position of the Company as at the closing date other than the events disclosed above.