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Learnd SE Annual Report 2026
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Annual Report
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learnd SE
FY 2025 Results
31 December 2025
April 2026
learnd SE
Disclaimer
NO OFFER
This presentation does not constitute an offer or invitation to subscribe for or purchase any securities of learnd SE. No reliance may be placed for any purpose on the information contained in this presentation.
FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking statements based on current expectations and projections. Actual outcomes may differ materially due to risks, uncertainties and other factors. learnd SE undertakes no obligation to update such statements.
FINANCIAL INFORMATION
Group figures are presented under IFRS as adopted in the EU. Standalone figures for learnd SE and learnd Acquisition S.à r.l. are presented under Luxembourg GAAP. Comparative figures have been restated where required for discontinued operations.
NON-IFRS MEASURES
Certain measures referenced (e.g. constant-currency views, EUR convenience translations) are not defined under IFRS and should not be considered in isolation from, or as a substitute for, the audited IFRS information.
DISTRIBUTION RESTRICTIONS
This document is not for distribution, directly or indirectly, in any jurisdiction in which such distribution would be unlawful. The information herein is provided as of April 2026 and is subject to change without notice.
learnd SE — FY 2025 Results
learnd SE
Agenda
01
A Transformative Year
From operating holding to European investment holding
02
Financial Performance
Group (IFRS) & standalone (Lux GAAP)
03
Outlook
Investment focus, capital allocation, next steps
learnd SE — FY 2025 Results
learnd SE
Farmsight
Farmsight
Farmsight
Learnd SE Group
Learnd SE Group — Headline metrics
FY 2025 at a Glance
learnd SE — Holding metrics (Lux GAAP / IFRS equity-accounted)
DISPOSAL GAIN
EUR 27.1M
50.5% MBO sale, closed 8 Oct 2025
EQUITY-METHOD VALUE
EUR 20.1M
49.5% learnd UK and Ireland Group² stake
NET DEBT¹
EUR 0
Debt-free post AFT loan waiver
learnd UK and Ireland Group² — Operating metrics (learnd Atlas Limited consolidated, IFRS)
REVENUE
EUR 69.1M
+8% YoY
GROSS PROFIT
EUR 24.2M
+3% YoY; GP margin ~35%
ADJ. EBITDA
EUR 7.7M
+5% YoY; margin ~11%
¹ Subsequent event (post 31.12.2025): full waiver of AFT Tech Ventures shareholder loan (EUR 4.48M) on 22 April 2026; IAS 10 non-adjusting event recognised in FY 2026.
² learnd UK and Ireland Group = learnd Atlas Limited and its UK & Ireland operating subsidiaries — 49.5% equity-method investee of learnd SE following the MBO completed 8 October 2025; figures shown at 100%.
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025; Consolidated financial statements of learnd Atlas Limited as of 31.12.2025; Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025.
learnd SE — FY 2025 Results
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01
A Transformative Year
From operating holding to European investment holding
learnd SE
Headline narrative
FY 2025 — A Transformative Year
MBO COMPLETED
8 Oct 2025
Sale of 50.5% in learnd Group to learnd Arrow Ltd. learnd SE retains 49.5%.
PROFIT JUMP
€24.5M
Total comprehensive profit (PY €5.0M restated) — driven by €27.1M MBO disposal gain.
EQUITY TURNAROUND
€23.1M
Equity returned to positive territory (PY €(2.2)M); +€25.3M YoY.
CASH STRENGTHENED
€7.0M
Net cash position +68% YoY; clean balance sheet with no operating leverage.
WHAT CHANGED IN 2025
Operating perimeter — deconsolidation of learnd UK / Ireland on 8 October 2025; remaining group is a pure investment holding.
Stake — 49.5% of learnd UK and Ireland Group retained; equity-accounted under IAS 28 at €20.1M.
Capital — lease liabilities, warrants and operating borrowings derecognised; total liabilities €7.2M (PY €57.9M).
Governance — lean MB/SB structure (sole MB Gisbert Rühl; SB Stachow / zu Guttenberg / Spang) aligned to investment-holding remit.
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025; Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
The Management Buy-out
Sale of 50.5% in learnd Group to learnd Arrow Ltd
TRANSACTION
Sellers — learnd SE / learnd Acquisition S.à r.l.
Buyer — learnd Arrow Ltd (management).
Stake sold — 50.5% of the operating learnd Group.
Stake retained — 49.5% (equity-accounted).
Consideration — €21.2M (cash, note receivable, share repurchase & waivers; Note 5.2).
SPA signed — 24 September 2025.
Closing — 8 October 2025.
GAIN ON SALE (IFRS, EUR)
€27.1M
€27,062,741 — recognised under IFRS 5 / IFRS 10.B98 on the date of loss of control (8 October 2025).
SPLIT-UP
Consideration received (cash + loan-receivable)
+ Fair value of 49.5% retained interest (€20.8M)
- Net assets of learnd UK / Ireland derecognised
- Goodwill and other intangibles released
+ FX translation reserves recycled to P&L
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
Post-MBO structure
A New Identity — Investment Holding
WHO WE ARE NOW
European investment holding headquartered in Luxembourg.
Listed on the Frankfurt General Standard (ticker LRND).
49.5% stake in learnd Atlas Ltd, equity-accounted under IAS 28.
No operating subsidiaries; no PP&E, RoU assets or inventories on balance sheet.
Clean capital structure: €7.0M cash, €7.2M total liabilities, equity €23.1M.
GOVERNANCE
Management Board
Gisbert Rühl — Sole Management Board member.
Supervisory Board
Christoph Stachow — Chairman.
Karl-Theodor zu Guttenberg — Member.
Stefan Spang — Member.
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025; Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
New Founder-Driven Structure
Ownership before and after the transaction
BEFORE
AFTER
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
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learnd SE
Transaction Rationale
Why the management buy-out
01
SIMPLIFY THE STRUCTURE
The pre-MBO structure carried disproportionate listing and holding-company costs relative to a single operating asset. Separating operations from the listed vehicle removes overhead and sharpens the equity story.
02
RE-ALIGN FOUNDER INCENTIVES
The founders were materially diluted through the de-SPAC and subsequent treasury-share placement. As CEO and COO of the operating business, a larger direct stake restores their economic alignment with day-to-day execution.
03
REFOCUS ON BUY-AND-BUILD
At the operating level, learnd UK and Ireland Group can now pursue a focused buy-and-build strategy in its core UK and Ireland markets, where platform fit, synergies and target pipeline are strongest.
learnd SE — FY 2025 Results
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learnd SE
Governance & Minority Rights at Atlas Level
Shareholders' Agreement, 8 Oct 2025
EFFECTIVE MINORITY RIGHTS
SHAREHOLDER CONSENT THRESHOLD
75% required
Majority of 50.5% cannot pass key resolutions without learnd SE’s 49.5%
Reserved matters requiring shareholder consent
- Annual budget (operating + capital + cash-flow forecast)
- Borrowings & financing outside ordinary business — issuance of loan capital, financing decisions outside the budget
- Loans & guarantees given by the learnd UK and Ireland Group
- Director consent threshold also ≥75% (board-level reserved matters)
BOARD REPRESENTATION & ACCOUNTING TREATMENT
-
Board representation
One director per full 25% of issued shares. learnd SE appoints & maintains one director at learnd Atlas Ltd. -
Information rights
Annual budget submission, periodic management accounts and audited financial statements provided to all shareholders under the SHA. -
IFRS classification — IAS 28
Significant influence (no joint control, no consolidation). Equity method recognition; carrying amount EUR 20.1M at MBO closing. -
Counterparty & alignment
50.5% majority held by learnd Group Holdings Ltd (jointly controlled by founders John Clifford & Simon Wood) — operating leadership with skin in the game.
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
Financial Performance
Group (IFRS) and learnd UK & Ireland Group results
learnd SE
FY 2025 Highlights
Group, fully consolidated (IFRS) — figures in EUR €
| TOTAL COMPREHENSIVE PROFIT | PROFIT FOR THE PERIOD | GAIN ON SALE OF learnd UK | NET INCREASE IN CASH |
|---|---|---|---|
| €24.5M | €24.8M | €27.1M | €2.9M |
| FY 2025 (€24,460,933) vs. €5.0M PY — transformative year driven by MBO disposal. | PY €4.2M. | 50.5% MBO to learnd Arrow Ltd — closed 8 October 2025. | Cash €7.0M (€4.1M PY); +68%. |
| CONTINUING OPS | DISCONTINUED OPS | INTERIM DIVIDEND | EQUITY INVESTEE (49.5%) |
| --- | --- | --- | --- |
| €(3.4)M | €28.2M | €0.32 / share | €20.1M |
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025; Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
Disposal Gain Drives FY25 Swing to €24.5M
Bridge from continuing operations to total
comprehensive profit (EUR)
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
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learnd SE
learnd UK and Ireland Group — Operating Profile
Building Management Systems — UK & Ireland
MARKET POSITION
UK & Ireland
Leading independent BMS player; 392 employees (FY 2025 avg.)
SITES MANAGED
8,000+
Sites managed across UK & Ireland; +50 sites in Europe
ENERGY CAPACITY MANAGED
~3.9 TWh
Across customer building portfolios
ACQUISITIONS TO DATE
8 bolt-ons
Since 2020; latest: BMS Controls Systems
REVENUE FY 2025
EUR 69.1M
+8% YoY (FY 2024: EUR 63.9M)
ADJ. EBITDA
EUR 7.7M
FY 2025 (~11% Adj. EBITDA Margin)
WHAT LEARND DOES
Independent Building Management System (BMS) provider — cloud-hosted platform plus 24/7/365 Remote Support Centre and on-site engineering. Customers monitor and control HVAC, lighting and energy across single buildings or multi-site portfolios; documented average energy savings of ~20% in the UK.
- Differentiation: vendor-agnostic (mix-and-match across OEMs); cloud platform; multi-site reporting; regional engineer coverage.
- Customer base: blue-chip multi-site operators incl. BP, Nike, Pizza Hut, United Utilities, Department of Health and many others.
- Buy-and-build: ESH/Aimteq/WEMS (2020), BGES, Smart Controls, BMS Controls Systems, Safe and Sound Controls (subsequent 2026); attractive entry multiples.
- Tailwinds: UK Future Homes / Future Building Standards 2025–26 mandate efficiency upgrades; FY 2026 outlook ~10% revenue growth, low double-digit Adj. EBITDA margin (Group 2026 plan).
Source: Consolidated financial statements of learnd Atlas Limited as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
learnd UK and Ireland Group — FY 2025 Highlights
learnd Atlas Ltd — FY 2024 vs FY 2025 (IFRS, EUR)
REVENUE
EUR 69.1M
+8% YoY (FY24: EUR 63.9M); ~80% recurring service revenue.
GROSS PROFIT
EUR 24.2M
+3% YoY (FY24: EUR 23.5M); GP margin ~35%.
ADJ. EBITDA
EUR 7.7M
+5% YoY (FY24: EUR 7.3M); margin ~11%.
| PROFIT BEFORE TAX | TOTAL ASSETS | CASH |
|---|---|---|
| EUR 0.04M | EUR 63.1M | EUR 5.8M |
Source: Consolidated financial statements of learnd Atlas Limited as of 31.12.2025.
learnd SE — FY 2025 Results
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Outlook
Outlook 2026, subsequent events and key risks
learnd SE
Outlook 2026
Key planning assumptions for the 2026 financial year
ASSOCIATE INCOME
Share of profit steps up
- Share of profit of the equity-accounted investee, net of tax expected to reach a low single-digit million euro amount in FY 2026.
- First full year of equity-method recognition; FY 2025 covered only 8 Oct – 31 Dec post-MBO. learnd UK and Ireland Group total revenue expected to grow ~10%; Adj. EBITDA margin low double-digit.
LIQUIDITY
Cash funds operations and capital return
- Opening cash EUR 7.0M, debt-free post AFT waiver; sufficient for operating costs, dividend payment of EUR 4.1M and selective minority investments.
- Funds the planned capital return to shareholders and provides reasonable flexibility for selective investment opportunities.
CARRYING AMOUNT
Tracks 49.5% of comprehensive income
- Carrying amount of the equity-accounted investee expected to develop in line with the Group's 49.5% share of learnd Group's comprehensive income for the period.
- Adjusted for distributions received and any impairment indicators identified at the reporting date.
- In accordance with IAS 28 and IAS 36.
ADMIN EXPENSES
Decrease significantly in FY 2026
- Administrative expenses expected to decrease significantly in FY 2026 vs. FY 2025.
- Streamlined holding structure in place since 8 October 2025.
- Further streamlining underway through ongoing liquidations.
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
Capital Allocation & Subsequent Events
Post 31.12.2025
FY 2025 INTERIM DIVIDEND & USE OF MBO PROCEEDS
EUR 0.32 / share
Total distribution ~EUR 4.1M, payable post AGM 2026 — funded from MBO proceeds.
- ~41% Acquisition financing repayment (Facility A)
- ~19% Interim dividend (EUR 4.1M)
- ~10% Shareholder loan repayment
- Remainder opex / taxes / cash buffer
SUBSEQUENT EVENT — AFT TECH VENTURES LOAN WAIVER
EUR 4.48M waived
£3.0M principal + £912k accrued interest = £3.912M
- Result: learnd SE Group debt-free. IAS 10 non-adjusting event — recognised as extraordinary gain in FY 2026 P&L.
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025; Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025; Ad-hoc disclosure of 24.09.2025; Corporate News / Ad-hoc on FY 2025 interim dividend.
learnd SE — FY 2025 Results
learnd SE
Key Risks & Uncertainties
Risk Report — Group Management Report
MACROECONOMIC & GEOPOLITICAL
Subdued UK / EU growth outlook
UK GDP +0.8% / Euro area +1.1% expected for 2026; ongoing geopolitical tensions (Middle East, Ukraine) drive volatility in energy prices and customer demand. Mitigated by ~80% recurring revenue base and energy-efficiency tailwind.
FX EXPOSURE — GBP / EUR
learnd UK and Ireland Group operates in GBP
Equity-method carrying amount, dividend capacity from learnd UK and Ireland Group, and indicative valuation all sensitive to GBP/EUR. FY 2025 closing 1.1460, average 1.1671; ~5% FX move = ~EUR 1M on attributable income, ~EUR 1M on EUR-equivalent stake value.
CUSTOMER CONCENTRATION — UK&I BMS
Single-market exposure
100% of operating revenue from UK & Ireland BMS market. Long-term, multi-year customer contracts (1–5 years) and blue-chip customer base (Google, Primark, NHS, UK & Irish Governments and many others) reduce direct concentration risk.
LIQUIDITY & FINANCIAL POSITION
Holding-level liquidity
Going-concern based on learnd UK and Ireland Group cash generation and SE-level cash buffer. Post-AFT-waiver: SE Group is debt-free; cash EUR 7.0M covers operating costs, planned dividend EUR 4.1M, and selective minority-investment opportunities.
MINORITY-STAKE & INFLUENCE
49.5% stake — significant influence
Equity-method investee under IAS 28; SE cannot unilaterally direct relevant activities of learnd UK and Ireland Group. Mitigated by 75% shareholder consent threshold (Reserved Matters: budget, financing, borrowings) and one director seat in learnd Atlas Ltd board.
REGULATORY & COMPLIANCE
EU / UK regulatory environment
Listing obligations (MAR, Frankfurt General Standard), Luxembourg corporate law (Lux GAAP), UK Building Regulations / Future Homes Standards 2025–26 (revenue-positive).
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
Appendix
learnd SE · FY 2025 Results · April 2026
learnd SE
Streamlined Group Structure
Source: Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025; Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
Consolidated (IFRS) — figures in EUR €
Profit & Loss Statement — Group
| Profit & Loss Statement (Euro) | FY 2025 | FY 2024 (adj.) |
|---|---|---|
| Continuing operations | ||
| Administrative expenses^{1} | (7,776,362) | (4,302,957) |
| Share of profit of equity-accounted investee, net of tax | (691,952) | — |
| Fair value gain on warrants | 6,805,000 | 9,187,916 |
| Finance income | 305,824 | 128,627 |
| Finance expense | (2,060,957) | (1,474,547) |
| Profit / (loss) for the period from continuing ops | (3,418,447) | 3,539,040 |
| Discontinuing operations | ||
| Revenue^{2} (9M only — pro-rata +13% YoY) | 53,990,965 | 63,861,123 |
| Cost of sales | (35,417,916) | (40,323,544) |
| Gross profit from discontinued ops | 18,573,049 | 23,537,580 |
| Administrative expenses^{1} | (16,379,467) | (21,425,915) |
| Finance expense | (1,148,656) | (1,591,591) |
| Income tax | 78,541 | 166,802 |
| Profit for the period, operating, net of tax | 1,124,031 | 680,803 |
| Gain on sale of discontinued operation | 27,062,741 | — |
| Profit for the period from discontinued ops, net of tax | 28,186,751 | 680,803 |
| Profit for the period | 24,768,304 | 4,219,696 |
| Other comprehensive income (FX translation) | (307,371) | 809,517 |
| Total comprehensive profit for the period | 24,460,933 | 5,029,213 |
| Basic EPS (total) / Diluted EPS (total) | €1.77 / €1.68 | €0.31 / €0.30 |
| ^{1}Admin expenses +82% YoY: driven mainly by accelerated vesting of all employee share options at MBO closing (8 Oct 2025), recognised at €3.7M and subsequently converted into a cash-alternative offer (€590k nominal, paid 2026–2028; IAS 19 discounted value €581k — Note 19). |
^{2}Revenue comparability: FY 2025 covers 9 months to MBO closing (8 Oct 2025); pro-rata 9M FY 2024 ≈ €47.9M, implying underlying revenue growth of ~+13% YoY rather than the headline decline. | | |
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
Balance Sheet — Group
Consolidated (IFRS) — figures in EUR €
| Balance Sheet (Euro) | 31 Dec 2025 | 31 Dec 2024 | A |
|---|---|---|---|
| Assets | |||
| Intangible assets | — | 23,650,884 | (100)% |
| Property, plant and equipment | — | 989,627 | (100)% |
| Right-of-use assets | — | 5,502,461 | (100)% |
| Equity-accounted investee (learnd Atlas 49.5%) | 20,108,714 | — | new |
| Deferred tax assets | — | 134,499 | (100)% |
| Total non-current assets | 20,108,714 | 30,277,803 | (28)% |
| Inventories | — | 986,668 | (100)% |
| Trade and other receivables | 3,269,757 | 20,283,627 | (83)% |
| Cash and cash equivalents | 6,960,989 | 4,147,810 | +68% |
| Total current assets | 10,230,764 | 25,418,358 | (58)% |
| Total assets | 30,339,479 | 55,696,161 | (41)% |
| Equity & Liabilities | |||
| Share capital & premium | 41,962,452 | 45,363,778 | (7)% |
| Foreign currency translation reserve | 710,632 | 1,065,476 | (33)% |
| Share-based payments reserve | 6,518,108 | 4,458,015 | +46% |
| Retained earnings | (26,103,594) | (53,060,732) | +52% |
| Total equity | 23,090,598 | (2,173,082) | +€25.3M |
| Loans and borrowings (non-current)¹ | 4,483,691 | 21,647,485 | (79)% |
| Other non-current liabilities (leases, warrants, provisions, other) | 265,328 | 11,051,533 | (98)% |
| Trade and other payables (current) | 2,499,862 | 21,678,758 | (89)% |
| Other current liabilities (leases, short-term borrowings) | — | 3,491,393 | (100)% |
| Total liabilities | 7,248,880 | 57,869,243 | (88)% |
| Total equity and liabilities | 30,339,479 | 55,696,161 | (41)% |
¹ Subsequent event — shareholder loan waiver: In April 2026, AFT Tech Ventures AG agreed to waive the outstanding shareholder loan to learnd SE of £3,912,469 (incl. interest) as at 31 Dec 2025. Non-adjusting event under IAS 10; no adjustment to FY 2025 balances (Note 30).
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
Consolidated (IFRS) — figures in EUR €
Cash Flow Statement — Group
| Cash Flow Statement (Euro) | FY 2025 | FY 2024 |
|---|---|---|
| Net cash from / (used in) operating activities | (1,412,629) | 680,982 |
| Net cash from / (used in) investing activities | 18,505,705 | (8,664,854) |
| Net cash from / (used in) financing activities | (14,070,861) | 9,960,718 |
| Effects of exchange rate changes on cash | (209,036) | (3,927) |
| Net change in cash & cash equivalents | 2,813,179 | 1,972,919 |
| Cash & cash equivalents — opening | 4,147,810 | 2,174,891 |
| Cash & cash equivalents — closing | 6,960,989 | 4,147,810 |
Source: Consolidated financial statements of learnd SE Group as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
FY 2025 / FY 2024 (IFRS, EUR)
Income Statement (EUR) – learnd Atlas Ltd.
| Income statement (EUR) – learnd Atlas Ltd. | FY 2025 | FY 2024 |
|---|---|---|
| Revenue | 69,120,616 | 63,862,118 |
| Cost of sales | (44,910,497) | (40,327,544) |
| Gross profit | 24,210,120 | 23,534,574 |
| Administrative expenses | (16,484,171) | (21,851,744) |
| thereof exceptionals | (1,725,795) | — |
| thereof management fees | (358,587) | — |
| Net finance costs | (2,671,160) | (751,302) |
| Profit before tax | 35,104 | 4,220,024 |
| EBITDA | 5,641,566 | 7,345,546 |
| Adj. EBITDA | 7,725,949 | 7,345,546 |
HIGHLIGHTS
- Revenue: EUR 69.1M (+8% YoY)
- Adj. EBITDA: EUR 7.7M (+5% YoY).
- Exceptionals (EUR 1.7M): one-off MBO transaction and post-closing restructuring costs (legal, advisory, reorganisation at Atlas/Arrow level).
- Management fees (EUR 0.36M): new intra-group fees from Atlas/Arrow holdco to operating subsidiaries (post-MBO governance, from 8 Oct 2025).
- Finance costs (EUR 2.67M, +256% YoY): driven by (i) Acquisition Facility A (EUR 12.5M) drawn for the MBO, (ii) loan-note interest, (iii) FX losses of £283k on intercompany settlement with learnd Acquisition S.à r.l. around closing.
- Balance sheet: total assets EUR 63.1M (+13%); cash EUR 5.8M; equity-method value of learnd SE's 49.5% stake = EUR 20.1M at MBO closing.
Source: Consolidated financial statements of learnd Atlas Limited as of 31.12.2025.
learnd SE — FY 2025 Results
learnd SE
Standalone Financials — learnd SE
FY 2025 (Lux-GAAP, EUR)
| Standalone Financials — learnd SE | FY 2025 | FY 2024 |
|---|---|---|
| Other operating income (waiver of director bonus) | 5,958,000 | 167,592 |
| Other operating & external expenses (incl. taxes) | (2,958,095) | (2,572,965) |
| Net interest expense | (495,673) | (10,328,062) |
| Result before impairments | 2,504,232 | (12,733,434) |
| Impairment of intercompany receivables | (4,640,425) | — |
| Impairment of subsidiaries (MBO + liquidations) | (62,099,019) | — |
| Write-down on own shares | (76,618,736) | (13,872,284) |
| Net loss for the year | (140,853,948) | (26,605,718) |
HIGHLIGHTS
- Non-cash: headline net loss EUR (140.9)M driven almost entirely by non-cash IFRS-vs-Lux-GAAP measurement effects. Zero impact on liquidity, IFRS group equity, or distributable reserves at SE level.
- Operating result EUR +2.5M: positive at SE level for the first time — driven by Other operating income EUR +5.96M (director bonus waiver, 13 Nov 2025; Note 7) net of EUR 3.0M opex and EUR 0.5M net interest.
- Write-down on own shares EUR (76.6)M: impairment of own shares to lower of cost or market value (Note 5); no cash impact.
- MBO impairment EUR (62.1)M: impairment of learnd Acquisition S.à r.l. carrying value following MBO transaction; non-cash, settles at IFRS group level via disposal gain.
- Intercompany receivables write-down EUR (4.6)M: full impairment of loan and interest from learnd Acquisition (Note 4); non-cash.
- Net interest expense EUR (0.5)M: EUR 0.91M interest expense vs. EUR 0.41M interest income.
- Bridge to IFRS: at IFRS group level: EUR +27.1M disposal gain, total comprehensive profit EUR +24.5M.
Source: Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025.
learnd SE — FY 2025 Results
27 / 30
learnd SE
Listing, Major Shareholders & Sustainability
LISTING
Frankfurt Stock Exchange
General Standard segment.
Identifiers
- ISIN LU2358378979
- Ticker LRND
MAJOR SHAREHOLDERS
Shareholder structure (% of voting shares, as of 31.12.2025)
- 22.65% AFT Tech Ventures SwissCommerce GmbH
- 18.95% Free float & other
- 18.89% CHEPSTOW CAPITAL GmbH
- 16.67% AFT Tech Ventures AG
- 13.22% GFJ Holding GmbH & Co. KG
- 9.62% Jovo Int. GmbH
SUSTAINABILITY DISCLOSURE
Material ESG topics at the operating level (energy efficiency, carbon emissions reduction in BMS) reported by the Atlas Group at its level. Post-MBO, learnd SE qualifies as a small undertaking and is not in scope of CSRD reporting at SE level. Documented average energy savings ~20% across BMS-managed buildings
Source: Consolidated FS learnd SE Group (31.12.2025) · Standalone FS learnd SE / Lux-GAAP (31.12.2025) · Frankfurt Stock Exchange listing data (General Standard) · learnd Atlas Group ESG reporting.
learnd SE
FX Rates & Sources
1.1460
GBP/EUR closing rate at 31 Dec 2025 — applied to balance sheet items (Note 2.3)
1.1671
GBP/EUR average rate FY2025 — applied to P&L and cash flow items (Note 2.3)
1.2060 / 1.1812
FY2024 comparatives — BS closing / P&L average (GBP/EUR)
SOURCES — FY 2025 RESULTS DECK
- Consolidated financial statements of learnd SE Group as of 31.12.2025 — Slides 4, 6, 7, 8, 9, 11, 13, 14, 18, 19, 20, 22, 23, 24, 25.
- Consolidated financial statements of learnd Atlas Limited as of 31.12.2025 — Slides 4, 15, 16, 26.
- Standalone financial statements of learnd SE (Lux-GAAP) as of 31.12.2025 — Slides 4, 6, 8, 13, 19, 22, 27.
- Ad-hoc disclosure of 24.09.2025 — Slide 19.
- Corporate News / Ad-hoc on FY 2025 interim dividend — Slide 19.
The consolidated financial statements of the learnd SE Group are prepared in GBP. EUR amounts are convenience translations at the rates above; in case of inconsistency, GBP figures prevail.
learnd SE
Contact, Shareholders & ESG
+49 201-79989858
Investor Relations — capital markets enquiries
learndse.eu
IR portal — financial reports, releases, share information
Direct email — Investor Relations team
learnd SE · Registered office: 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg · RCS Luxembourg B255487
Investor Relations is happy to answer questions on relevant capital market topics. For all other enquiries please use the channels listed on the IR portal.
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