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1
LEA RND SE
ANNUAL REPORT
AS AT AND FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2023
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CONTENTS
Page
Group Management Report 3
Consolidated Financial Statements 19
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LEA RND SE
GROUP MANAGEMENT REPORT
AS AT AND FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2023
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CONTENTS
Page
1. Fundamental Information about the Group 5
2. Report on Economic Position 9
3. Report on Risks and Opportunities 15
4. Outlook 18
5. Corporate Governance 18
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1. Fundamental Information about the Group
1.1 Business model
The learnd Group (hereinafter also referred to as “learnd” or the “Group”), comprises the parent entity learnd
SE (hereinafter the “Company”), Luxembourg, and its direct and indirect subsidiaries. The Group aims to
become a leading force in European building management by addressing the pressing challenges of recent
energy price volatility and the increasing demand for connected sustainable and energy-efficient buildings of
owners and commercial users.
The Group specialises in the provision and administration of cloud-based proprietary solutions for building
management systems (“BMS”), which are computer-based control systems used to monitor and manage a
building”s essential services such as lightning, power, and heating. learnd offers tailored services
encompassing installation, management, and maintenance of these systems, provided by third-party
suppliers in its customers” buildings. Additionally, learnd’s remote operations centre (“ROC”) and open data
platform combine in-field and remote engineering expertise, ensuring real-time, efficient customer support.
Through these services, customers can reduce the energy consumption and carbon emissions of their
buildings, thereby decreasing their maintenance costs and enhancing overall cost and energy efficiency.
learnd specializes in a diverse portfolio of products and services, broadly summarized below:
• On Site BMS Services: This includes the on-site provision of BMS installation, maintenance, upgrades,
repairs, and on-site optimisation. The objective of these services is to ensure that customer’s buildings
are safe, efficient, resilient and perform well. By directly managing and improving the BMS on-site, learnd
can effectively address immediate and specific needs of building owners and managers, ensuring that
their buildings operate optimally.
• Remote and Energy Services: These services are delivered remotely through learnd’s ROC. They utilize
technology and skilled engineering resources to monitor, fix, and optimize buildings remotely through
secure connections. The focus here is on enabling customers to monitor and subsequently reduce the
energy and carbon emissions of their buildings. This approach aims to minimize costs and reduce
environmental impact, aligning with the growing emphasis on sustainability and energy efficiency in the
building management sector.
• Unified BMS, smartphone app and other technology propositions: learnd offers a cloud-hosted
solution for legacy BMS systems. This eliminates the need for a traditional BMS “head-end”, such as a
PC or similar terminal used for monitoring and managing the BMS. The unified BMS solution provides
customers with a central point of access for all buildings in their estate, along with secure connectivity
and modern features like multi-factor authentication. These service streamlines the management of
building systems, making it easier and more efficient for customers to oversee and control multiple
properties from a single platform.
Moreover, the Group’s business model includes a low-risk buy-and-strategy by acquiring companies that
provide traditional building control solutions and then enhancing their offerings with learnd’s advanced
technology. Through the plug-&-play technology, learnd enables acquired companies to quickly adapt the
Group’s cloud-based building and energy management solutions, directly optimizing cost and energy
efficiency at scale for their customers.
learnd’s current operations and customers are primarily located in the United Kingdom (UK), from where the
Group manages over 8,000 sites, primarily commercial buildings, and data centres, with approximately
3.9TWh energy capacity, also including over 50 sites in Europe.
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1.2 Capital markets, governance and takeover law
General information
learnd SE shares are traded on the regulated market (General Standard) on the Frankfurt Stock Exchange
under the symbol “LRND” and ISIN LU2358378979 in Frankfurt, Germany.
The Company’s governing bodies are the Management Board, the Supervisory Board and the shareholders’
meeting. The Company is managed by its Management Board under the supervision and control of the
Supervisory Board in two-tier governance structure. The members of the Supervisory Board were appointed
by an extraordinary shareholders’ meeting of the Company held on 12 January 2023. The Supervisory Board
also determines the number of members of the Management Board, their remuneration and the terms of their
office. Pursuant to the Articles of Association, the members of the Management Board are elected for a term
of up to five years. The members of the Management Board are eligible for re-appointment. A member of the
Management Board may be removed by a resolution adopted by the Supervisory Board. A member of the
Management Board cannot be a member of the Supervisory Board at the same time.
1.3 External factors that affect learnd’s business
Material factors that could impact the Group’s business in the short term include general macroeconomic
and sector-specific developments. Please refer to section 2.1 and section 3. for more detail.
1.4 Group Structure
learnd SE was originally known as GFJ ESG Acquisition I SE (“GFJ Acquisition”), a special purpose
acquisition company (SPAC), incorporated on 2 June 2021 in Luxembourg and established for the 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.
On 27 October 2022, GFJ Acquisition and learnd Limited (“learnd Ltd”) entered into a business combination
agreement (as amended on 9 December 2022) whereby GFJ Acquisition became the legal parent of learnd
Ltd and its subsidiaries by way of contribution of all shares in learnd Ltd into GFJ Acquisition in exchange for
the issuance of new public shares (the “Business Combination”) of leard SE.
The Business Combination was completed on 18 January 2023 and GFJ Acquisition 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.
Therefore, the Group presents as comparative information, the consolidated financial information of learnd
Ltd as at and for the year ended 31 December 2022 (prior to the Business Combination).
learnd SE, the ultimate parent company of the Group, operates as a public European company (Société
Européenne or “SE”), with its headquarters in Luxembourg. The Group comprises the parent entity, learnd
SE, and its subsidiaries in Germany, UK and Luxembourg. As at 31 December 2023, the Company had direct
or indirect shareholdings in 14 companies, which belong to the Group, and from which all are fully
consolidated.
On 2 May 2023, the Group acquired 100% of the share capital of Complete Energy Controls Ltd (“CEC”), a
UK business. The acquisition was made to enhance the Group’s customer base and expertise.
In November 2023, the Group established Learnd Acquisition S.à r.l as part of its strategic preparations for
two planned acquisitions in 2024.
learnd is organised as one reportable segment.
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1.5 Group Strategy
Vision and Mission
We have the mission to transform buildings into smart, interconnected ecosystems that optimize energy
efficiency and costs and foster a more sustainable future. Our vision is to unite the power of many by
connecting every single commercial building and managing it smartly through leading cloud-based building
management technology. With every building that is optimized, learnd contributes to a collective effort to
combat climate change and build a greener, more resilient planet.
Strategic priorities
The “Power of Many” strategy aims to bring together the best talent in the industry, the maximum levels of
energy capacity (through customer buildings), like-minded investors and, importantly, new acquisitions that
align to the Group’s vision. This strategy will not only take learnd on a path to becoming the leading energy
management provider in Europe, but also help significantly the decarbonization of Europe’s energy grid and
quest for net zero.
To achieve our vision and the Group’s strategic mid-term goals, learnd’s “Power of Many” strategy is based
on the following four key strategic priorities:
Geographical expansion to Europe through selective pursuit of M&A opportunities
The Group is actively pursuing a low-risk buy-and-build acquisition strategy of acquiring traditional, cash
generative BMS integrators. learnd’s efforts have already gained significant momentum in the United
Kingdom, where the Group continuously assesses and monitors both existing and adjacent markets for
potential M&A opportunities. As part of this strategy, the Group has acquired Complete Energy Controls in
May 2023.
In line with the Group’s expansion strategy, learnd is broadening its acquisition focus to include BMS
businesses across Europe. This move aims to diversify the Group’s operations and introduce advanced
technology solutions to the European BMS market.
Deployment of Internet-Connected Products
Traditional BMS are typically offline, relying on occasional on-site readings and optimization. This approach
often leads to limited improvements in the reliability, accessibility, and efficiency of customers’ BMS. learnd
is addressing these limitations by integrating customers’ BMS with its own internet-connected products and
services. This integration allows for continuous online monitoring and optimisation of building systems,
resulting in significant reductions in emissions and energy costs.
Boost Customer Loyalty
learnd is actively encouraging both existing and potential customers to connect their BMS to its cloud-based
services. These services, including Trojan Horse secure connectivity, energy management, and capacity
access platform, offer substantial improvements in energy and cost efficiencies. The strategy to upsell cloud-
based BMS services aims to foster long-term customer relationships and generate a high margin of
subscription-based recurring revenue, complementing the stable income from traditional BMS operations.
Data-Driven Solutions
By connecting buildings through cloud-based systems, learnd is able to collect and analyze customer data.
This data collection facilitates the creation of a sizeable building access platform and raises barriers to entry
for competing BMS firms. Additionally, the aggregated data opens new avenues for partnerships and
utilization in managing energy supply and consumption. This data application includes enhancing power grid
monitoring, developing smart grid technologies, and implementing dynamic response systems to efficiently
manage power demands. These data-driven solutions represent a forward-thinking approach in energy
management and technological innovation in the BMS industry.
learnd have launched “Unified BMS”, their unique cloud hosted BMS system as well as the learnd
smartphone app for both Apple and Android devices. In addition, their new critical alarms monitoring platform
allows customers to see critical alarms in real time through alerts, web dashboard or app. These launches
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demonstrate progress in the ambition to increase the proportion of revenues and profit from Data-Driven
services and solutions.
1.6 Internal Management System
Basis of information
The Management Board is responsible for steering the Group, endowed with extensive powers to act on the
Group’s behalf and undertake actions necessary or useful for fulfilling its corporate purpose. The
Management Board monitors and controls the Group’s development and performance through a
comprehensive reporting system. learnd’s reports are prepared monthly, utilizing unified data, and are
supplemented with specialized analyses and information that focuses on economically and strategically
significant management and control measures.
At least once every calendar quarter, the Supervisory Board receives a written report about the business of
the Group and its foreseeable future development. Additionally, the Management Board must inform the
Supervisory Board without undue delay of any events likely to have an appreciable influence on the Group.
Group’s most important financial key performance indicators
learnd’s prime objective is to realize sustainable and profitable growth in enterprise value. Trends in
learnd’s most important financial key performance indicators (KPIs) are, therefore, defining factors and
essential basis for the Group’s lasting success.
The Group’s business is managed primarily using the following most important financial KPIs:
 Revenue
 Adjusted EBITDA
Both financial KPIs facilitate a comprehensive comparison of the Group`s business performance across
various reporting periods. Internally, the M anagement Board utilizes these financial KPIs to inform a range
of operational decisions. This includes the analysis the Group’s financial performance, strategic planning,
and the formulation of annual budgets. The definitions of these financial KPIs are shown in the following table
below:
Revenue
Revenue according to IFRS Accounting guideline. Revenue arises mainly from the design,
installation, and maintenance services for BMS.
Adjusted
EBITDA
Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and
amortisation (“EBITDA”), further adjusted for non-recurring items. These non-recurring items
relate to expenses incurred where management believes adjustments should be made due
to their non-recurring or non-operational character, alongside the remaining costs incurred
on the level of the Company (corporate expenses).
The most important financial KPI’s are shown in the table below:
Year ended
31 December
2023
31 December
2022
Change
%
Financial Key Performance Indicators
£
£
Revenue
32,112,791
30,420,919
6%
Adjusted EBITDA
2,573,183
2,561,363
0%
See section 2 for further details.
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1.7 Research and Development
learnd is investing significant resources in technology to create opportunities to upsell our online energy
monitoring and optimisation services to customers. For example, the Group is currently developing a central
data platform which represents the culmination of key technology projects undertaken by the learnd labs
team. This platform is believed to put the learnd engineers in a strong position to develop bespoke solutions
to solve the problems of individual customers. Through this platform, learnd aims to generate insights to help
customers identify potential opportunities for optimisation in their BMS.
The investment in technology is reflected in the research and development expenses, which amounted to
£1,142,582 for the financial year ended 31 December 2023 representing an increase of 30% from £880,456
for the financial year ended 31 December 2022 (including capitalised research and development expenses
in the amount of £395,956 (2022: £496,822)). Over the longer term, learnd’s investments in technology are
believed to increase the capacity to upsell online energy monitoring and optimisation services to customers
and, as a result, increase revenue and EBITDA margin.
The vast majority of R&D is carried out in-house with specialist contractors used where needed, if skills are
not available within the learnd developer team.
1.8 Employees
In the financial year 2023, the Group had employed an average of 211 employees, representing an increase
of 9.9% compared to the previous year (2022: 192). The overall increase in the head count is attributed to
the Group’s acquisition of Complete Energy Controls, reflecting the Group’s strategic expansion and
integration of new business units.
2.
Report on Economic Position
2.1 Macroeconomic and sector-specific conditions
The economic expansion and recovery in UK and Europe were hindered by several challenging factors in
the financial year 2023. The ongoing war in Ukraine, persistently high inflation rates, continuous supply
bottlenecks, and an increasing shortage of skilled workers were all contributing to this slowdown. These
adverse macroeconomic conditions are affecting both investment and consumption, impeding overall
economic growth. For instance, real GDP growth in the United Kingdom was 0.5%, while it remained on a
comparative level in the entire European Union with 0.6% in 2023. However, cooling headline inflation is
providing some relief to households and firms. Easing commodity prices and supply constraints have been
mainly responsible, but persistent core inflation has proved more difficult to tackle. Central banks across
Europe have tightened their monetary policies substantially, e.g. the Bank of England raised the official bank
rate from 3.5 to 5.25% throughout the financial year 2023, and governments are scaling back fiscal support.
In the UK, the wholesale price for electricity has steadily declined from £165/MWh in mid-January to
£110/MWh in late October of 2023 after a peak of £618/MWh in August 2022. In Europe, improved market
fundamentals supported an accompanying fall in wholesale electricity prices in European markets in Q2
2023. The European Power Benchmark averaged €89/MWh, 53% lower than in Q2 2022. The total demand
in the EU dropped 6% compared with last year’s levels in Q2 2023, following the impact of milder weather,
combined with the aftermath of the industrial demand reduction due to high prices in 2022 and behavioural
changes in consumption. Demand levels for the second quarter of 2023 were also well below the 2019- 2022
range, registering the lowest value in June.
The BMS market in UK had a market size of £827.600.000 in 2023, representing an increase of 0.5%
compared to the previous year. The market for building management and maintenance services is
increasingly competitive and learnd faces competition from a diversified group of other companies. learnd’s
main competitors are essentially large, internationally active companies and smaller producers in emerging
markets. Moreover, learnd competes with local companies such as system integrators and building
management companies. The results of operations and the financial performance of the Group’s customers
may vary based on the impact of changes in the global economy and political environment.
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2.2 Results of operations, financial position and assets and liabilities of the Group
2.2.1 Results of operations
Condensed Consolidated Statement of Comprehensive Income
Year ended
31 December
2023
31 December
2022
Change
£
£
%
Revenue
32,112,791
30,420,919
6%
Cost of sales
(19,383,187)
(18,888,535)
3%
Gross profit
12,729,604
11,532,384
10%
Administrative expenses
(20,946,243)
(11,392,302)
84%
Other expenses (48,070,476) - n/a
Fair value gain on warrants
7,441,613
-
n/a
Finance income
1,682
-
n/a
Finance expense
(738,803)
(410,494)
80%
Income tax
143,705
266,591
(46)%
Loss for the period
(49,438,919)
(3,821)
n/a
The development of individual income and expense items is presented in the following sections:
Revenue by area of activity
Year ended
31 December
2023
31 December
2022
Change
£
£
%
Strategic accounts and projects
24,257,918
22,100,109
10%
Services
6,373,452
5,017,093
27%
Data enabled services
1,481,421
1,570,110
(6)%
Lift installation and service
-
1,733,607
n/a
Total
32,112,791
30,420,919
6%
Year ended
Revenue by region
31 December
2023
31 December
2022
Change
£
£
%
United Kingdom
30,937,710
29,730,104
4%
Rest of the world
1,175,081
690,815
70%
Total
32,112,791
30,420,919
6%
In the financial year 2023, the Group’s total revenues increased by 6% to £32,112,791. While the revenues
from Services are continuously growing, the major portion of the revenues was generated from Strategic
accounts and projects. The increased revenues in Strategic accounts and projects are mainly contributed by
the acquisition of net new customers and the acquisition of Complete Energy Controls. In addition, the
increased revenues in Services primarily resulted from organic growth due to new customer acquisition and
high retention rates of existing customers. By contrast, revenues in Data enables services and Lifts
installation and services dropped by 6% and 100% respectively. The Group registered a decline in revenues
in the Data enables services operations due to a small reduction in revenues from the Remote Operations
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Centre and Data Enabled Services related to the CEC acquisition not yet being attributed to this revenue
area. The Lift installation and service operations were disposed in 2022.
In the United Kingdom revenue grew by 4%. In the rest of the world, the customer countries Germany and
Spain recorded the strongest revenue growth.
Cost of sales increased by 3% to £19,368,084, mainly including costs for internal and external labour as
well as products and consumables costs.
Administrative expenses grew by £9,553,941 or 84% from £11,392,302 in 2022 to £20,946,243 in 2023.
The Group’s 2023 costs are primarily driven by expenses in relation with one-off bonus payments for directors
and founders in the amount of £6,067,499 during the financial year ended 31 December 2023.
Other expenses in the amount of £48,070,476 were initially recognised in relation to the share listing
expenses for the Business Combination.
The Group recognized a fair value gain on warrants linked to the Business Combination involving 7,500,000
Class A warrants and 7,145,833 Class B warrants of learnd SE (together the “warrants”). These were part of
the liabilities assumed by learnd Ltd from learnd SE. The fair value of these warrants decreased from €1.34
per Class A warrant and €2.03 per Class B warrant as at the closing of the Business Combination on 18
January 2023, to €0.97 per Class A warrant and €1.22 per Class B warrant by 31 December 2023. T his
decline in fair value resulted in a gain of £7,441,613 (€8,563,125) for the period.
Finance expenses increased mainly due to higher interest expenses for loans and borrowings, totalling
£314,974, up from £128,006 in 2022. This rise is largely caused by increased interest expenses from the
bank loans, which bear a variable interest rate of 11.23%, up from 9.79% in 2022, reflecting the Bank of
England’s rate hike. Additionally, new interest-bearing loans added from learnd SE as part of the Business
Combination and the acquisition of CEC contributed to the increase.
In 2023, the Group reported a consolidated loss of £49,438,919, a significant increase from the £3,821 loss
in 2022. This increase in consolidated loss is primarily related to the share listing expense recognised in
accordance with IFRS 2, resulting from the Business Combination, and the one-off bonuses to the directors
and founders. These were partly offset by the fair value gains from the Class A and Class B warrants of
learnd SE.
Profitability
Adjusted EBITDA totalled £2,573,183 in the financial year ended 31 December 2023 (2022: £2,561,363).
The adjustments to EBITDA totalling £57,665,162 in the financial year ended 31 December 2023 (2022:
£1,563,137) include non-recurring expenses resulting from the De-SPAC Transaction of £49,331,317, one-
off bonus payments of £6,067,499, transaction costs related to the acquisition of new subsidiaries of
£578,923 and expenses related with the reorganisation of the Group of £195,159. Furthermore, the
adjustments to EBITDA include corporate expenses of £1,488,276 which incurred by learnd SE from 19
January to 31 December 2023 and includes i.e. expenses for legal and professional fees and other expenses.
The adjustments to EBITDA in the financial year ended 31 December 2022 also include the costs related
with the disposal of a subsidiary which operated the lift installation business of £797,809.
For details, please refer to the note 6 in the consolidated financial statements of learnd Group thereafter.
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2.2.2 Financial Position
Principles and goals
The group operates a central treasury management function, headed and controlled by learnd Ltd. For learnd,
the management of liquidity and central financing holds significant importance.
The financial policy of learnd is meticulously designed to always prioritize and ensure the solvency of the
Group. This policy is also aimed at minimizing the risks associated with financing activities. Additionally, a
key objective of learnd’s financial strategy is to optimize its cost of capital, thereby enhancing financial
efficiency and stability within the Group. Cash is forecasted and monitored daily to ensure the business can
meet its short- and long-term needs. This approach reflects a prudent and strategic focus on maintaining
financial health and mitigating financial risks.
Capital structure
The following table provides an overview on the outstanding loans within the Group as at 31 December
2023:
Loans and borrowings
Original
currency
Matures
in
Interest
type
Effective
interest
rate in %
Nominal
value
£
Carrying
amount
£
31 December 2023
Bank Loans GBP
May
2027
Variable
interest
rate
11.23 2,579,838 2,579,838
Shareholder loan AFT Tech GBP
No fixed
repayment
date
Fixed-
interest
rate
5 3,612,470 3,612,470
Shareholder loan GFJ Holding EUR
December
2025
Fixed-
interest
rate
2.5 1,496,439 1,496,439
Other loans GBP
June
2026
Fixed-
interest
rate
2.55 25,755 25,755
Total 7,714,502 7,714,502
In November 2022, the Group’s subsidiary learnd UK Limited entered into a loan agreement with an
alternative finance provider Thincats Loans Limited (“Thincats”), under which Thincats provided learnd UK
Limited with two loan facilities A and B (“Bank Loans”) in the amount of £2,000,000 and £1,000,000,
respectively. The loan facility A is payable monthly in the amount of £37,037 and loan facility B is payable at
the end of a fixed term of 54 months from the date of drawdown. Both Bank Loans bear a variable interest
rate consisting of a base rate plus 6.75% margin per annum. The base rate is determined by the Bank of
England’s Bank Rate as published by the Bank of England from time to time. Interest payments are due on
a monthly basis. Certain subsidiaries of the Group act as guarantors for both Bank Loans. As at 31 December
2023, the loan balance includes £2,555,556 of principal and £24,282 of interest (31 December 2022:
£2,962,963 of principal and £7,833 of interest).
In the financial year ended 31 December 2022, KVI Aimteq Limited, as one of the Group’s shareholders,
provided a shareholder loan of £3,000,000 to learnd Ltd (“Shareholder loan AFT”). This Shareholder loan
AFT Tech does not have a set repayment schedule, bears an annual interest of 5% and is unsecured. In
September 2022, as part of AFT Tech Ventures AG”s acquisition of all shares held by KVI Aimteq Ltd, the
loan note along with its accumulated interest was transferred to AFT Tech Ventures AG (“AFT Tech”), with
the acquisition finalised on 17 November 2022. The balance of the Shareholder loan AFT Tech as at 31
December 2023 comprises of £3,000,000 capital and £612,470 interest outstanding. The balance of the
Shareholder loan AFT Tech as at 31 December 2022 comprises of £3,000,000 capital and £462,470 interest
outstanding.
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Since 31 May 2022, GFJ Holding GmbH & Co.KG (“GFJ Holding”), the shareholder of the Company, provided
the Company under several shareholder loan agreements with £1,438,278 (€1,655,000) in thirteen
instalments. These loans totalling €1,655,000 were part of the liabilities learnd Ltd assumed from learnd SE
during the Business Combination. On 30 January 2023, the two parties entered into a shareholder loan
agreement to rearrange these loans into one loan (“Shareholder loan GFJ Holding”). This Shareholder
loan GFJ Holding has a fixed repayment date on 31 December 2025 and incurs interest at an annual rate of
2.5%. It is unsecured. The Shareholder loan GFJ Holding balance as at 31 December 2023 comprises
£1,438,278 (€1,655,000) principal recorded in the consolidated statement of financial position under “loans
and borrowings (non-current)”, and £58,161 (€66,925) interest categorized under “short term borrowings”.
Other loans were acquired from the acquisition of CEC, which was obtained by CEC from Coronavirus
Business Interruption Loan Scheme (CBILS) in UK. For the related terms to these loans please refer to the
schedule above. The Group plans to repay this loan in 2024 and therefore presents this loan as “short term
borrowings” in the statement of financial position as at 31 December 2023.
On 17 March 2023, the Company has entered into a EUR 800,000 (£695,240) shareholder loan agreement
with GFJ Holding with 2.0% interest per annum. On 24 November 2023, the Company made a repayment in
the whole amount of £695,240 (€800,000) with the total interest accrued thereon up to the repayment date.
Investments
The investment volume (investments in property, plant and equipment and intangible assets) is above the
previous year’s level at £4,114,563 in 2023 and £824,667 in 2022. The primary reason for the increase in
investments was the acquisition of CEC. As a result of this acquisition, the intangible assets of the Group
increased by 3,304,963 due to identified customer relationship and recognized goodwill.
Further investments in the financial year ended 2023 relate to the acquisition of software Microsoft Dynamics
365. The investment volume comprises of new and further developments of software applications Including
Unified BMS, learnd’s cloud hosted BMS platform solution, Critical Alarm Monitoring platform and learnd’s
smartphone application.
Condensed Consolidated Statement of Cashflow
The condensed consolidated statement of cashflow can be summarised as follows:
Year ended
31 December
2023
31 December
2022
Change
£
£
absolute
Net cash generated from operating activities
(6,324,646)
1,171,243
(7,495,889)
Net cash used in investing activities
(1,724,345)
(920,944)
(803,401)
Net cash used in financing activities 7,209,669
4,207
7,205,262
Net cash generated from operating activities amounted to £(6,324,646) in the reporting year, a significant
decrease from the previous year’s figure of £1,171,243. This decline is largely attributable to fair value
measurement of the warrants, resulting in a fair value gain of £7,441,613, which is a non-cash item and
adversely impacted net cash generated from operating activities.
Net cash outflows used in investing activities increased by £803,401 mainly caused by the net cash
outflow occurred in relation with consideration payment for the acquisition of CEC in the amount of £914,744.
Net cash inflows generated from financing activities increased by £7,205,462 from £4,207 to £7,209,669
is mainly attributed to cash acquired from reverse acquisition of learnd SE in the amount of £1,755,610
(€2,005,724) and the proceeds from the sales of class A shares (treasury shares) after the Business
Combination to external investors in the amount of £6,991,428 (€8,045,093), which has been used as one
additional financing source for the Group after the Business Combination. The increase was offset, in part,
by interest payments totaling £432,597 and loan and borrowing repayments amounting to £413,942.
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2.2.3
Assets and Liabilities
Condensed consolidated statement of financial position
31 December
2023
as % of
total
assets
31 December
2022
as % of
total
assets
Change
in %
Non-current assets
12,486,932
51%
8,606,511
48%
45%
Current assets
12,214,947
50%
9,310,889
52%
31%
Total assets
24,701,879
100%
17,917,400
100%
38%
Equity
(12,838,854)
(52)%
1,967,505
11%
(753)%
Non-current liabilities
19,273,493
78%
4,200,938
23%
359%
Current liabilities
18,267,240
74%
11,748,957
66%
55%
Total equity and liabilities
24,701,879
100%
17,917,400
100%
38%
As at 31 December 2023, total assets amounted to £24,701,879, representing a 38% increase. This growth
was mainly attributable to the following effects:
Non-current assets increased by £3,880,421 to £12,486,932. This was largely due to recognition of the
goodwill of £2,504,963 and the customer relationship of £800,000 as intangible assets in relation with the
acquisition of CEC. Furthermore, development costs of £395,956 were capitalised in 2023 which led to an
additional increase in intangible assets.
Current assets totalled £12,214,947, resulted in a £2,904,058 increase from the previous year. This growth
mainly stemmed from the acquisition of CEC, resulting in an increase in trade and other receivables,
alongside cash and cash equivalents, totalling £1,778,555. Additionally, there was an increase in trade and
other receivables of the existing business due to timing differences.
Equity decreased from £1,967,505 to £(12,838,854), largely because of the acquired net assets in the
amount of £(25,372,427) from the reverse acquisition of learnd SE (formerly GFJ Acquisition) by learnd Ltd.
related to the Business Combination, included in share premium. This decrease was partially offset by the
proceeds from the sale of treasury shares of learnd SE totalling £9,075,145 (including £2,000,000 share-
based compensation used to acquire CEC), resulting in a net equity decrease of £14,806,359.
Non-current liabilities increased by £15,072,555 as at 31 December 2023, primarily driven by the
recognition of class A warrants valued at £6,322,339 and class B warrants valued at £7,576,306 as at 31
December 2023. These warrants were part of the liabilities assumed by learnd Ltd from learnd SE during the
Business Combination closed on 18 January 2023. Additionally, learnd Ltd assumed loans from learnd SE
totalling £1,438,278 (€1,655,000) during the Business Combination, which were provided by the shareholder
GFJ Holding to the Company in 2022.
At £18,267,240 as at 31 December 2023, current liabilities were £6,518,283 above the previous year’s
figure of £11,748,957 primarily due to the increase in trade and other payables from £7,470,658 to
£13,399,428. The increase in trade and other payables is mainly attributed to the accrued exceptional cash
bonus to founders and directors amounting to £3,493,151, deferred consideration payable for the acquisition
of CEC in the amount of £250,000, the unsettled trade and other payables acquired from CEC amounting to
£511,760 at year end, the increase in accrued taxation and social security of £1,315,246, as well as the
accrued legal and professional fees and tax compliance and director fee incurred by learnd SE of £ 877,310
during the period after the Business Combination with leanrd Ltd. from 19 January 2023 to 31 December
2023.
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2.2.4 Overall statement
The Management Board views the overall business development as substantially positive for the Group,
specifically given the current economic challenges. The core business has demonstrated resilience, and the
effectiveness of the growth strategy has been validated, specifically with the underlying growth of recurring
revenue and the addition of CEC to the Group, expanding the Group’s operations into Scotland. Further, the
Business Combination with GFJ Acquisition has been strongly improved the Group’s liquidity situation and
provides the Group with another financing channel from potential investors on the capital market.
3. Report on Risks and Opportunities
3.1. Risk and opportunities management system
A prerequisite for the long-term success of our Group is to identify risks and opportunities at an early stage
and to exploit or manage them. learnd has established a range of controls over financial reporting and
business activities, which undergo evaluation via a continuous program of self-assessment.
learnd operates in an environment where it is subject to a large number of risks and opportunities. These are
defined as events and developments with a certain likelihood of occurrence, capable of exerting a material
negative or positive impact, financially or otherwise, on the Group’s achievement of its forecasts and targets.
The Group places great emphasis on risk management as a crucial component of its operations, viewing it
as key to ensuring transparency regarding potential risks and opportunities, thereby enhancing its decision-
making processes.
The Group regularly analyses and reviews all risks and opportunities to which its business is subject, and the
Management Board of the Company has considered their potential impact, their likelihood, controls that the
Group has in place and steps the Group can take to mitigate such risks. This ensures accountability,
transparency, and review of progress against the identified risks.
The identified risks from operating activities, along with their potential adverse effects on earnings, have not
undergone a significant change compared to the previous year.
3.2. Risks
Internally, the materiality of the risks described below has been assessed based on the probability of their
occurrence and the expected magnitude of their negative impact on the Group. These risks are presented in
categories depending on their nature. They are currently considered primarily on a qualitative basis and,
initially before risks measures are considered. Accordingly, these risks are not set out in any particular order
and learnd recognises that the risks mentioned may materialize individually or cumulatively over time.
Macroeconomic and political risks
The global economic growth outlook for 2024 continues to be marked by uncertainty. Our results of
operations and the financial performance of customers may vary based on the impact of changes in the
global economy and political environment. The UK, where the majority fall of revenues is generated, and
other markets in which learnd operates are currently subject to a very high degree of volatility and uncertainty
caused by a number of factors, including (but not exclusively) labor constraints, supply chain cost inflation
and disruptions, the risk of regional or global recessions and the Russia-Ukraine war.
Inflation, despite showing evident signs of deceleration, is expected to stay elevated, likely constraining
capital and consumer spending.
The Russia-Ukraine war has led to increased energy prices and inflation, initially boosting demand for energy-
efficient services. However, the longer-term effects include global supply chain disruptions and material
shortages due to sanctions against Russia. This has resulted in economic challenges in the UK, such as
higher inflation and interest rates, and reduced credit availability, potentially impacting business operations
and customer activities adversely.
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Credit and counterparty risks
The Group is exposed to certain financial risks related to our customers” payment cycles. learnd carries
substantial accounts receivable balances from a number of customers. The potential inability or unwillingness
of customers that represent a portion of our accounts receivable balance to pay such balances in a timely
fashion could adversely affect our business. A customer may become unable or unwilling to timely pay its
balance due to a general economic slowdown, economic weakness in its industry, the financial solvency of
its business or the filing for bankruptcy. If the Group is unable to collect our receivables from, or bill our
unbilled services to, our customers, the Group’s financial condition and cash flows could be adversely
affected.
Cashflow and liquidity risks
learnd faces financial risk as it may seek additional funds to support growth, technological advancements,
competitive responses, acquisitions, or to manage financial liabilities. The unpredictability of capital
requirements, influenced by economic, financial, or political instability, could necessitate further capital.
Financing through equity could dilute current equity holders, while debt financing could restrict business
operations through covenants and allocate a significant portion of cash flows to debt servicing, limiting growth
and operational flexibility.
Currency Risk
The Group is exposed to translation and transaction foreign exchange risk, with only 4% its revenue derived
from foreign currencies (2022: 2%). Although, most of the revenue is priced and invoiced in sterling, it
occasionally invoices in relevant foreign currencies. Moreover, the Group benefits from a natural hedge
through its purchases of some equipment from Europe and incurring costs in Luxembourg following the
Business Combination with learnd SE, settling acquisition or service costs in Euros.
Interest Rate Risk
The Group is exposed to minimal interest rate risk since almost all external borrowings carry fixed interest
rates, except one loan facility with variable interest rates which have been repaid in February 2024.
learnd’s future financial performance, influenced by market conditions and interest rates, is crucial for meeting
debt obligations and obtaining refinancing on favorable terms. Unfavorable borrowing conditions may
increase financing costs, negatively impacting operations, and growth prospects.
Operative Risks
The building management and maintenance services market is growing increasingly competitive, with l earnd
facing challenges from a wide range of competitors, including potential new entrants from abroad. These
competitors, often with more substantial brand recognition and resources, may offer more competitive pricing
and invest more in developing and marketing their services, potentially weakening learnd’s market position.
An inability to swiftly adapt to this competitive environment could lead to reduced demand for learnd’s
services, pressure to lower prices, and negatively impact growth and profit margins. Failure to compete
effectively might result in the loss of current customers and difficulty in attracting new ones.
Legal and regulatory risks
The Group’s business includes rights to intellectual property. In some cases, these can be breached by third
parties, which requires us to take legal action. learnd constantly monitors its intellectual property to ensure
that all material rights remain in full force and effect. In addition, the Group have engaged patent and
trademark lawyers who support learnd in this respect.
3.3 Opportunities
While learnd faces several risks, there are also numerous opportunities for the Group. By the most relevant
opportunities, as outlined below, learnd means possible future developments or events which, if they occur,
could lead to substantial positive deviations from the Group’s forecasted growth and profitability targets.
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Opportunity management is deeply integrated in the strategy, planning, and reporting processes and an
important element of the Group’s management approach.
Strong Market Opportunity
Through the significant operational histories of our key acquisitions, Aimteq and Comfort Controls, both part
of learnd UK, the Group positions itself as early movers in a growing market. The BMS market, a mature and
competitive sector, is anticipated to expand significantly. Similarly, substantial growth is forecasted in other
related market segments, including the global energy management market and the smart grid market. These
projections underline the potential for growth and expansion in our market areas, aligning with our strategic
objectives and capabilities.
Buy-and-Build Opportunity
learnd’s buy-and-build acquisition strategy could permit the Group to gain further sector expertise and deepen
its customer relationships and access to buildings, enabling significant growth in learnd’s enterprise value
over time.
Once learnd has acquired a target, the Group has the opportunity to create additional enterprise value
through multiple arbitrages between the acquisition valuation and its valuation.
learnd sees the opportunity to harness operational synergies as a cornerstone for growth, focusing on:
 Achieving shared services and back-office cost efficiencies across its acquisitions.
 Extracting cost and revenue synergies to enhance pricing power with suppliers and customers.
 Streamlining human capital costs through strategic departures and redundancies among senior staff
following acquisitions.
Following company acquisitions, learnd proactively leverages the opportunity to implement technology
solutions at new customer sites to enhance the appeal and profitability of its core BMS services,
simultaneously opening avenues for upselling additional products and services.
Increased Stickiness via Technology
learnd leverages technology and data to enhance outcomes and customer loyalty, actively developing and
upgrading its offerings to expand its customer base. The integration of learnd’s technology into customer
BMS operations offers an opportunity to deepen engagement and uncover optimization opportunities. This
approach drives demand for learnd’s on-site services, creating new recurring revenue streams and
strengthening its existing maintenance services.
Proprietary Platform
learnd estimates it has access to a significant portion of large non-residential buildings in the UK through its
market share. The Group’s strategy involves safely connecting these buildings with its cloud-based building
management technologies, enabling the collection of data from customers’ BMS. learnd plans to aggregate
this data on its developing open data platform for continuous analysis and monitoring. The incorporation of
"smart alerts" further enhances this system by providing real-time notifications of issues, facilitating
immediate response to any problems.
Looking ahead, learnd aims to introduce additional technology-driven services, including cloud-hosted
systems, improved building visibility through web-based dashboards and a smartphone app, and dynamic
demand response in partnership with utilities. These initiatives are expected to further yield energy savings,
enhance customer retention, improve margins, and contribute positively to the energy grid and net-zero
transition.
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4. Outlook
The forecast report of the learnd takes into account relevant facts and events that were known at the time of
known at the time the Group management report was prepared and which could influence future business
development.
General economic conditions
The economic forecasts for the year 2024 assume that economic development in Europe and UK will be
characterized by economic uncertainty, persistent inflation, ongoing supply chain problems and the ongoing
war in Ukraine.
In January 2024, the International Monetary Fund (IMF) forecasted real GDP growth of 0.9% for Europe and
a slightly lower rate of 0.6%. for United Kingdom in 2024. Additionally, headline inflation is expected to be at
4.1% in Europe, while in the UK the levels are expected to be lower with 3.7%. Moreover, due to ongoing
geopolitical tensions affecting the global wholesale market, energy prices in the UK are forecasted to rise in
2024, marking an increase from 2023 levels.
Business Performance
The outlook is based on the forecast macroeconomic developments and the current internal Group plans for
the internal plans of the Group for the 2024 financial year. These do not consider any significant deterioration
or improvement of the described parameters beyond the statements made above, which could have a
described parameters that could have a negative or positive impact on European economic development or
the business or the business development of the Group. The underlying planning assumptions do not
currently take into account any possible business-relevant consequences of the Russian-Ukrainian or the
Israeli–Palestinian conflict.
For the financial year 2024, learnd’s management expects most important financial KPIs to include revenues
ranging from €60.0 to 70.0 million and targets an Adjusted EBITDA between €7.0 and 8.0 million.
5. Corporate Governance
As a Luxembourg company whose shares are traded on the Frankfurt Stock Exchange, learnd is not obliged
to comply with the Luxembourg corporate governance rules that apply to companies whose shares are traded
in Luxembourg, or to the German corporate governance rules that apply to listed companies in Germany.
The Company has chosen not to voluntarily apply either the Luxembourg or the German corporate
governance system in its entirety.
Learnd SE
Luxembourg, 30 April 2024
Simon Wood
Member of the Management Board
John Clifford
Member of the Management Board
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CONSOLIDATED FINANCIAL STATEMENTS 2023
19
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE FINANCI AL YEAR ENDED
31 DECEMBER 2023
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CONSOLIDATED FINANCIAL STATEMENTS 2023
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COMPANY INFORMATION
Directors S J Wood
J Clifford
J L Rudder (appointed 1 February 2023)
Registered number B255487
Registered office 5, Heienhaff
L-1736 Senningerberg
Grand Duchy of Luxembourg
Independent auditors Mazars Luxembourg S.A.,
5, Rue Guillaume J. Kroll,
L-1882 Luxembourg
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CONSOLIDATED FINANCIAL STATEMENTS 2023
21
CONTENTS
Page
Consolidated statement of comprehensive income 22
Consolidated statement of financial position 23
Consolidated statement of changes in equity 24
Consolidated statement of cash flows 25
Notes to the consolidated financial statements 26
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CONSOLIDATED FINANCIAL STATEMENTS 2023
22
Consolidated Statement of Comprehensive Income

|  | Year ended |
|  | 31 December | 31 December
|  | 2023 | 2022
| Notes | £ | £
Revenue | 7 | 32,112,791 | 30,420,919
Cost of sales | 8 | (19,383,187) | (18,888,535)
Gross profit |  | 12,729,604 | 11,532,384
Administrative expenses | 9 | (20,946,243) | (11,392,302)
Other expenses – share listing expense | 5.1 | (48,070,476) | -
Operating (loss) / profit |  | (56,287,116) | 140,082
Fair value gain on warrants | 26 | 7,441,613 | -
Finance income |  | 1,682 | -
Finance expense | 10 | (738,803) | (410,494)
Loss before tax |  | (49,582,624) | (270,412)
Income tax | 11 | 143,705 | 266,591
Loss for the period |  | (49,438,919) | (3,821)
Other comprehensive income |  |  |
Items that can be reclassified |  |  |
subsequently to profit or loss |  |  |
Exchange differences on translation of foreign operations |  | 198,050 | -
Total comprehensive loss for the period |  | (49,240,869) | (3,821)
Basic loss per share | 12 | (4.19) | (0.00)
Diluted loss per share | 12 | (4.19) | (0.00)

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CONSOLIDATED FINANCIAL STATEMENTS 2023
23
Consolidated Statement of Financial Position
.

|  | 31 December | 31 December
|  | 2023 | 2022
| Notes | £ | £
Non-current assets |  |  |
Intangible assets | 13 | 9,744,737 | 6,365,603
Property, plant and equipment | 14 | 235,376 | 249,763
Right-of-use assets | 15 | 2,506,819 | 1,991,145
Total non-current assets |  | 12,486,932 | 8,606,511
|  |  | -
Inventories | 16 | 623,921 | 852,336
Trade and other receivables | 17 | 9,388,639 | 6,504,938
Cash and cash equivalents | 18 | 1,769,046 | 1,679,138
Deferred tax assets | 11 | 433,342 | 274,477
Total current assets |  | 12,214,947 | 9,310,889
Total assets |  | 24,701,879 | 17,917,400
Share capital |  | 439,218 | 95
Share premium |  | 31,334,071 | -
Foreign currency translation reserve |  | 198,050 | -
Share-based payments reserve |  | 2,759,377 | 98,061
Retained earnings |  | (47,569,570) | 1,869,349
Total equity | 19 | (12,838,854) | 1,967,505
Lease liabilities (non-current) | 15 | 1,852,124 | 1,481,193
Class A warants at fair value | 26 | 6,322,339 | -
Class B warrants at fair value | 26 | 7,576,306 | -
Loans and borrowings | 22 | 3,511,449 | 2,708,469
Provisions | 23 | 11,276 | 11,276
Total non-current liabilities |  | 19,273,493 | 4,200,938
Lease liabilities (current) | 15 | 726,639 | 553,502
Trade and other payables | 24 | 13,337,547 | 7,470,658
Short term borrowings | 22 | 4,203,054 | 3,724,797
Total current liabilities |  | 18,267,240 | 11,748,957
Total liabilities |  | 37,540,733 | 15,949,895
Total equity and liabilities |  | 24,701,879 | 17,917,400

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CONSOLIDATED FINANCIAL STATEMENTS 2023
24
Consolidated Statements of Changes in Equity

|  |  |  | Foreign | Share- | Total
| Share | Share | Retained | currency | based | shareholders'
| capital | premium | earnings | translation | payments | equity
£ |  |  |  | reserve | reserve |
Balance at 31 | 95 | - | 1,869,349 | - | 98,061 | 1,967,505
December 2022 |  |  |  |  |  |
Loss for the period | - | - | (49,438,919) | - | - | (49,438,919)
Other comprehensive income for the period | - | - | - | 198,050 | - | 198,050
Total |  |  |  |  |  |
comprehensive loss | - | - | (49,438,919) | 198,050 | - | (49,240,869)
for the period |  |  |  |  |  |
Share capital | 244,919 | (244,919) | - | - | - | -
restructuring |  |  |  |  |  |
Reverse acquisition of GFJ SPAC | 134,345 | 22,563,705 | - | - | - | 22,698,049
Equity-settled share- based payment | - | - | - | - | 2,661,316 | 2,661,316
Sale of treasury | 59,859 | 9,015,286 | - | - | - | 9,075,145
shares |  |  |  |  |  |
Total transactions | 439,123 | 31,334,071 | - | - | 2,661,316 | 34,434,510
with owners |  |  |  |  |  |
As at 31 December | 439,218 | 31,334,071 | (47,569,570) | 198,050 | 2,759,377 | (12,838,854)
2023 |  |  |  |  |  |

|  |  |  |  |  | Foreign | Share- |
|  |  |  |  |  | currency | based | Total
| Share |  | Share |  | Retained | translation | payments | shareholders'
|  |  |  |  |  | reserve |  |
£ | capital |  | premium |  | earnings |  | reserve | equity
Balance at 31 |  |  |  |  |  |  |  |
December 2021 |  | 95 |  | - | 1,873,170 | - | 56,207 | 1,929,472
Loss for the period |  | - |  | - | (3,821) | - | - | (3,821)
Other comprehensive income for the period |  | - |  | - | - | - | - | -
Total |  |  |  |  |  |  |  |
comprehensive loss |  | - |  | - | (3,821) | - | - | (3,821)
for the period |  |  |  |  |  |  |  |
Equity-settled share- based payment |  | - |  | - | - | - | 41,854 | 41,854
Total transactions |  | - |  | - | (3,821) | - | 41,854 | 38,033
with owners |  |  |  |  |  |  |  |
As at 31 December |  | 95 |  | - | 1,869,349 | - | 98,061 | 1,967,505
2022 |  |  |  |  |  |  |  |

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CONSOLIDATED FINANCIAL STATEMENTS 2023
25
Consolidated Statement of Cash Flow

|  | Year ended |
|  | 31 December | 31 December
|  | 2023 | 2022
| Notes | £ | £
Loss for the period |  | (49,438,919) | (3,821)
Adjustments for: |  |  |
Depreciation and Amortis ation |  | 1,195,137 | 864,918
Finance expenses |  | 715,595 | 410,494
Share based payment charge |  | 2,661,316 | 41,854
Non-cash share listing expense |  | 48,070,476 | -
Transaction costs on acquisition of subsidiaries |  | 78,208 | -
Loss on disposal of development costs |  | 248,285 | -
Gain on disposal of right of use asset |  | (1,019) | (4,132)
Loss on disposal of a subsidiary |  | - | 756,878
Fair value (gains) on warrants |  | (7,441,613) | -
Income tax expenses |  | (143,705) | (266,591)
Change in operating assets and liabilities |  |  |
(Increase)/decrease in debtors |  | (1,937,205) | (1,548,343)
(Increase)/decrease in inventories |  | 242,428 | (545,550)
(Decrease)/increase in provisions |  | - | (87,264)
(Decrease)/increase in creditors |  | (559,393) | 1,335,683
Cash flows from operating activities |  |  |
Cash generated from operating activities |  | (6,310,408) | 954,126
Income tax paid |  | (88,331) | -
Income tax received |  | 74,093 | 217,117
Net cash generated from operating activities |  | (6,324,646) | 1,171,243
Cash flows from investing activities |  |  |
Purchase of intangible assets |  | (255,398) | (141,991)
Purchase of tangible assets |  | (158,247) | (140,472)
Disposal of subsidiaries |  | - | (141,658)
Acquisition of subsidiaries, net of cash acquired |  | (914,744) | -
Capitalised expenditure for research and development |  | (395,956) | (496,823)
Net cash used in investing activities |  | (1,724,345) | (920,944)
Cash flows from financing activities |  |  |
Proceeds from issuance of class A shares |  | 6,991,428 | -
Capital reorganisation (reverse acquisition) |  | 1,755,610 | -
Proceeds from loans and borrowings |  | (0) | 988,874
Repayments of loans and borrowings |  | (413,942) | (587,561)
Proceeds from shareholder loans |  | 695,224 | -
Repayment of shareholder loans |  | (695,224) | -
Payments of lease liabilities |  | (655,063) | (513,839)
Interest paid |  | (432,597) | (165,224)
Payments of other finance costs |  | (35,767) | (52,288)
Increase in discounting facility |  | - | 334,245
Net cash used in financing activities |  | 7,209,669 | 4,207
Net increase in cash and cash equivalents |  | (839,323) | 254,506
Effects of exchange rate changes |  |  |
on cash and cash equivalents |  | 9,920 | -
Restricted cash (cash in escrow) |  | 919,311 | -
Cash and cash equivalents at start of period |  | 1,679,138 | 1,424,632
Cash and cash equivalents at end of period | 25 | 1,769,046 | 1,679,138

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1. General informat ion
The learnd Group (hereinafter also referred to as “learnd” or the “Group”), comprises the parent entity
learnd SE, Luxembourg, Luxembourg (the “Company”), and its direct and indirect subsidiaries. The
Company is registered with the Luxembourg Trade and Companies Register under number B255487.
Its registered office is at 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg.
The principal activities of the Group include the design, installation, service and maintenance of Building
Management Systems (“BMS”) and Building Energy Management Systems, and the provision of
associated bureau services.
Learnd SE was originally known as GFJ ESG Acquisition I SE (“GFJ Acquisition”) a special purpose
acquisition company (SPAC), established for the 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,
reorganization or similar transaction. Since 19 October 2021, the Company has been listed on the
regulated market of the Frankfurt Stock Exchange (General Standard) in Germany.
On 27 October 2022, GFJ Acquisition and learnd Limited (“learnd Ltd”) entered into a business
combination agreement (as amended on 9 December 2022) whereby GFJ Acquisition became the legal
parent of learnd Ltd and its subsidiaries by way of contribution of all shares in learnd Ltd into GFJ
Acquisition in exchange for the issuance of new public shares (the “Business Combination” or
“Transaction”). On 18 January 2023, the Business Combination was consummated and GFJ Acquisition
changed its name to learnd SE. The Business Combination is accounted for as a reverse ac quisition in
accordance with International Financial Reporting Standards as endorsed by the European Union
(“IFRS”). 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. Therefore, the comparable
consolidated financial statements represent the consolidated financial statements of learnd Ltd for all
periods prior to 18 January 2023. For further information, please refer to Note 5.1 – De-SPAC
Transaction.
As at 31 December 2023, the Group structure of Learnd SE with 100% direct and indirect shareholdings
is as follows:
Learnd SE
(formerly GFJ ESG Acquisition I SE)
learnd GmbH
(formerly GFJ Advisors I GmbH)
GFJ Advisors I GmbH &
Co. KG
learnd Acquisition S.à.r.l. learnd Limited
learnd UK Limited
learnd labs Limited
Complete Energy
Controls Limited
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2. Basis of preparation
The consolidated financial s tatements for the financial year ended 31 December 2023 with comparable
financial year ended 31 December 2022 of the Group have been prepared in accordance with IFRS as
endorsed by the EU and were authorized for issue by the Company’s Management Board on 30 April
2024.
The preparation of the consolidated financial statements in compliance with IFRS requires the use of
certain critical accounting estimates. It also requires management to exercise judgement in the process
of applying the Group’s accounting policies. The areas involving a higher degree of judgment and
complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements are disclosed in Note 4 – Significant accounting judgements, estimates and assumptions.
2.1 Going concern
The Group headed by the Company forms an operating model with a central treasury function. As a
result, the Directors consider that the going concern basis can be applied.
The Directors have reviewed the Group's business activities together with the future developments,
performance and position of the Group. This going concern assessment has given consideration to the
Group's available cashflow, business model, strategy, principal risks and recent financial outlook. It has
considered a range of future scenarios and the forecasts prepared contain certain assumptions about
future sales and margins as well as timings of cash flows, and performance. The Directors going concern
assessment is also based on the support of the current majority shareholder, AFT Tech Ventures, by
way of not calling upon the payment of the loan (see Note 29 – Related Party transactions) in the going
concern period being at least 12 months from the date of signing this Group Financial Information Report
unless the Group is able to and still meet other obligations as they fall due. The Directors have reviewed
in detail and are confident that the Group is expected to be able to operate within their current funding
levels in the range of future scenarios considered.
AFT Tech Ventures has confirmed that they will not seek repayment of their loan for the foreseeable
future, unless the Group is confident that it is in a comfortable position to repay such debt without
affecting the Group's ability to be able to meet its liabilities as they fall due. AFT Tech Ventures confirmed
to offer this repayment deferral for the foreseeable future being at least 12 months from the date of these
consolidated financial statements.
The Directors have therefore continued to adopt the going concern basis of accounting in preparing the
consolidated financial statements.
2.2 Measurement basis
The consolidated financial statements have been prepared on the basis of historical costs. This does
generally not apply to derivative financial instruments, as they are recognised at fair value as at the
balance sheet date. A corresponding explanation is provided in the context of the respective accounting
policies.
2.3 Functional and presentation currency
The functional currency of each of the Company’s subsidiaries is the currency of the primary economic
environment in which each entity operates. The consolidated financial statements are presented in GBP,
which is the functional and reporting currency of the accounting acquirer l earnd Ltd and its subsidiaries.
The Group used the following exchange rates to translate the consolidated financial statements of learnd
SE from Euro into GBP:

Average rate EUR - GBP |  | Spot rate EUR-GBP
19 Jan to 31 Dec 2023 | 18 January 2023 | 31 December 2023
0.86903 | 0.8753 | 0.86905

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2.4 Current vs. non-current classification
An asset is classified as current if it is expected to be realized or consumed within the Group’s normal
operating cycle of one year. All other assets are classified as non-current.
A liability is classified as current if it is expected to be settled within the Group’s normal operating cycle
of one year. All other liabilities are classified as non-current.
3. Summary of significant accounting policies
3.1 Basis of consolidation
The consolidated financial statements include the balances and results of the Company and its wholly
owned subsidiaries as at 31 December 2023.
All transactions and balances between Group companies are eliminated on consolidation and there are
no unrealized gains and losses on transactions between Group companies (except for foreign currency
transaction gains or losses). Amounts reported in the consolidated financial statements of subsidiaries
have been adjusted where necessary to ensure consistency with the accounting policies adopted by the
Group.
3.1.1 Business combinations
The Group applies the acquisition method in accounting for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of
the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests
issued by the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement.
Assets acquired and liabilities assumed are measured at their acquisition-date fair values. The
excess of cost of acquisition over the fair value of the Group’s share of the identifiable net assets
acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of net assets of
the subsidiary acquired, the difference is recognized directly in the consolidated statement of
comprehensive income. Acquisition costs are expensed as incurred.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and
contingent liabilities unless the fair value cannot be measured reliably, in which case the value is
incorporated in goodwill.
Goodwill recognized represents the excess of the fair value and directly attributable costs of the
purchase consideration over the fair values to the Group's interest in the identifiable net assets,
liabilities and contingent liabilities acquired.
On acquisition, goodwill is allocated to cash-generating units that are expected to benefit from the
combination.
3.1.2 Reverse acquisition
In a business combination effected primarily by exchanging equity interest, the acquirer is usually
the entity that issues its equity interests. However, in some business combinations, commonly called
“reverse acquisitions” the issuing entity is the acquiree. A reverse acquisition occurs when the entity
that issues securities (the legal acquirer) is identified as the acquiree for accounting purposes (the
accounting acquirer). The entity whose equity interests are acquired (the legal acquiree) must be
the acquirer for accounting purposes for the transaction to be considered a reverse acquisition. The
accounting acquiree must meet the definition of a business for the transaction to be accounted as
reverse acquisition. Please refer to N ote 5.1 De-SPAC T ransaction for further information of the
Group’s reverse acquisition.
When the accounting acquiree is not a business, the recognition and measurement principles of
IFRS 3 do not apply to the transaction which should be accounted for in accordance with IFRS 2
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instead. The transaction remains however a reverse acquisition and the guidance of IFRS 3 in this
respect remains applicable.
Post business combination, the financial statements will be presented as a continuation of the
financial statements of the accounting acquirer. The IFRS 2 accounting for the merger is the
following:
• The assets and liabilities of the accounting acquirer recognised and measured at their pre-
combination carrying amounts in accordance with relevant IFRS;
• The assets and liabilities of the accounting acquiree recognised and measured in accordance
with relevant IFRS;
• The retained earnings and other equity balances of the accounting acquirer before the business
combination recognised in accordance with relevant IFRS;
• The equity structure (i.e. the number and type of equity interests issued) reflects the equity
structure of the legal acquirer, including the shares issued to effect the combination:
• Share capital – The share capital account of the accounting acquirer is carried forward.
However, the balance is adjusted to reflect the par value and types of the outstanding share
capital of the legal acquirer, including the number of shares the legal acquirer issued to
effect the acquisition to the shareholders of the legal acquiree and Backstop Investors (as
defined in Note 5.1 De-SPAC Transaction) in this transaction.
• Share premium – The share premium account of the accounting acquirer is carried forward
and adjusted for any change in par value of the outstanding capital stock and is increased
to reflect the difference between the par value and the fair value of the shares issued to the
shareholders of the legal acquiree and Backstop Investors (as defined in Note 5.1 De-SPAC
Transaction).
• The expense recognised, for the difference of the fair value of the shares deemed to have been
issued by the accounting acquirer and the carrying amount of the accounting acquiree’s
identifiable net assets, is considered as a payment for a service of a stock exchange listing for
the shares of the accounting acquirer ("share listing expense”).
3.1.3 Subsidiaries
Subsidiaries are entities directly or indirectly controlled by the Company. The Company controls an
entity when it is exposed to, or has the right to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over the entity. Subsidiaries are
consolidated from the date on which control commences until the date on which control ceases. All
subsidiaries have a reporting date of 31 December 2023.
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List of subsidiaries
Besides the Company, the following subsidiaries are included in the scope of consolidation as at 31
December 2023:

Name | Principal place of business, | Sum of the direct
| Country | and indirect
|  | shares as at 31
|  | December 2023
GFJ Advisors I GmbH & Co. KG (1) | Essen, Germany | 100%
learnd GmbH (formerly GFJ Advisors I GmbH) (1) | Essen, Germany | 100%
learnd Acquisition S.á r.l (4) | Senningerberg, Luxembourg | 100%
learnd Limited | London, United Kingdom | 100%
learnd UK Limited (2) | Manchester, United Kingdom | 100%
learnd labs Limited (2) | Manchester, United Kingdom | 100%
Enterprise Solutions Holdings Limited (2)(3) | Manchester, United Kingdom | 100%
Aimteq Energy Management Limited (2)(3) | Manchester, United Kingdom | 100%
WEMS Energy Centre Limited (2) | Manchester, United Kingdom | 100%
Comfort Controls (Group) Limited (2)(3) | Hertfordshire, United Kingdom | 100%
Comfort Controls Limited (2)(3) | Hertfordshire, United Kingdom | 100%
Comfort Controls (Midlands) Limited (2)(3) | Hertfordshire, United Kingdom | 100%
Comfort Controls (Services) Limited (2)(3) | Hertfordshire, United Kingdom | 100%
Complete Energy Controls Ltd. (2) | Bellshill, United Kingdom | 100%

(1) GFJ Advisors I GmbH is the general partner of GFJ ESG Advisors I GmbH & Co. KG, while the
Group is the limited partner of GFJ ESG Advisors I GmbH & Co. KG. GFJ ESG Advisors I GmbH
& Co. KG and GFJ Advisors I GmbH together are called the “SE entities”. GFJ Advisors I GmbH
changed its name to learnd GmbH in October 2023.
(2) Indirectly through learnd Ltd. WEMS Energy Centre Limited is a dormant entity since inception.
(3) the assets, liabilities and operations of Aimteq Energy Management Ltd, Comfort Controls (Group)
Limited, Comfort Controls Limited, Comfort Controls (Midlands) Limited, Comfort Controls (Services)
Limited, and Enterprise Solutions Holdings Limited were transferred into learnd UK limited as at 31
December 2022.
(4) learnd Acquisition S.á r.l was incorporated by learnd SE in November 2023 for the preparation of the
two plann ed acquisitions in 2024 described in note 32.
Please refer to Note 5 – Business Combinations for additions to the scope of consolidation during
the year 2023.
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3.2 Foreign currency translation
Foreign Currency Transactions
Foreign currency transactions are translated into the functional currency using the spot exchange rates
at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non- monetary
items measured at historical cost are translated using the exchange rate at the date of the transaction
and non-monetary items measured at fair value are measured using the exchange rate when fair value
was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation
at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in the consolidated statement of comprehensive income.
All foreign exchange gains and losses are presented in the consolidated statement of c omprehensive
income within “administrative expenses”.
Translation of foreign operations
Assets and liabilities of the foreign operations of the Group are translated into GBP at the rate of
exchange prevailing at the reporting date. The consolidated financial statement of comprehensive
income is translated at average exchange rates. The currency translation differences are recognized
and presented in the consolidated statement of c omprehensive income within “other comprehensive
income”.
3.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker has been identified as the Management
Board which makes the Group’s strategic decisions. See N ote 6 - Segmental information.
3.4 Revenue
Overview
Revenue arises mainly from the design, installation and maintenance services for building management
systems.
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied.
The Group often enters into customer contracts to supply a bundle of products and services, for example
BMS hardware, software and commissioning. The contract is then assessed to determine whether it
contains a single combined performance obligation or multiple performance obligations. If applicable the
total transaction price is allocated amongst the various performance obligations based on their relative
stand-alone selling prices.
The transaction price is determined by the agreed value of the contract. No variable consideration is
applicable to contracts. Revenue is recognised either at a point in time or over time, when (or as) the
Group satisfies performance obligations by transferring the promised goods or services to its customers.
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When a contract asset is recognised for contract costs, it is amortised on a systematic basis as the goods
or services to which the assets relate are transferred to the customer. The asset is assessed for
indications of impairment and impairment tests are carried out if there are such indicators, to bring the
contract asset down to recoverable amount.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance
obligations and reports these amounts as other liabilities in its consolidated statement of financial
position. Similarly, if the Group satisfies a performance obligation before it receives the consideration,
the Group recognises either a contract asset under other receivables or a receivable in its consolidated
statement of financial position, depending on whether something other than the passage of time is
required before the consideration is due.
The Group has elected to apply the practical expedient whereby the promised amount of consideration
does not need to be adjusted for the effects of a significant financing component if the entity expects, at
contract inception, that the period between when the entity transfers a promised good or service to a
customer and when the customer pays for that good or service will be one year or less.
Bespoke solutions
The Group also supplies customers with bespoke BMS solutions that include customised hardware and
software and an installation service that enables the solution to interface with the customer’s existing
systems. The Group has determined that the hardware, software and installation service are each
capable of being distinct as, in theory, the customer could benefit from them individually by acquiring the
other elements elsewhere. However, the Group also provides a significant service of integrating these
items to deliver a working solution such that, in the context of the actual contract, there is a single
performance obligation to provide that solution.
The Group has assessed that control of these solutions transfers to the customer over time. This is
because each solution is unique to the customer (has no alternative use) and the terms of the contract
state the Group is entitled to a right to payment for the work completed to date. Revenue for these
performance obligations is recognised as the customisation or integration work is performed, using the
cost-to-cost method to estimate progress towards completion. Costs that are generally incurred are
considered to be proportionate to the entity’s performance, so the cost-to-cost method provides a faithful
depiction of the transfer of goods and services to the customer. The cost of uninstalled materials is
excluded from the calculation because the Group assesses that including these costs could overstate its
progress towards delivering the solution.
Construction of BMS systems
The Group enters into contracts for the design, development and installation of BMS systems. Due to
the high degree of interdependence between the various elements of these projects, they are accounted
for as a single performance obligation. The Group recognises the related revenue over time because the
systems are constructed at the customer sites and the customer controls the asset as it is constructed.
When a contract also includes promises to perform after-sales services, these services represent a
second performance obligation that is also satisfied over time (for the same reasons as the Group’s
maintenance contracts) but over a different period. The total transaction price is allocated between the
two distinct performance obligations based on relative stand-alone selling prices.
To depict the Group’s progress in satisfying these performance obligations, and to establish when and
to what extent revenue can be recognised, the Group measures its progress by comparing actual costs
including the cost of hours spent to date with the total estimated costs including the cost of hours required
to design, develop, and install each system. The cost-to-cost basis provides the most faithful depiction
of the transfer of goods and services to each customer due to the Group’s ability to make reliable
estimates of the total costs including the number of hours required to perform, arising from its significant
historical experience constructing similar systems. In the early stage of some of these contracts the
Group is unable to make a reliable estimate of the outcome of the project but still expects to recover its
costs. The Group then recognises revenue equal to the costs incurred until it can make a reliable
estimate.
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Contract services
The Group provides a BMS monitoring service where the customers BMS system is monitored,
maintained and controlled remotely by a team of the Group. Customers enter a contract for the service
of between one and five years. Revenue is recognised on a straight-line basis across the terms of the
contract.
Remedial services
The Group offers remedial works to customers as required, revenue is recognised on completion.
3.5 Employee benefits
The Group provides a range of benefits to employees, including paid holiday arrangements and defined
contribution pension plans.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a
separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the consolidated statement of comprehensive income
when they fall due. Amounts not paid are shown in accruals as a liability in the consolidated statement
of financial position. The assets of the plan are held separately from the Group in independently
administered funds.
3.6 Share-based payments
The Group provides share-based payment arrangements to certain employees. Equity-settled
arrangements are measured at fair value (excluding the effect on non-market based vesting conditions)
at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The
amount recognised as an expense is adjusted to reflect the actual number of shares or options that will
vest.
Where share options are awarded to certain employees, the fair value of the options at the date of grant
is charged to the consolidated statement of comprehensive income over the vesting period. Non-market
vesting conditions are considered by adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on
the number of options that eventually vest. Market vesting conditions are factored into the fair value of
the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting
condition.
The fair value of the award also considers non-vesting conditions. These are either factors beyond the
control of either party (such as a target based on an index) or factors which are within the control of one
or other of the parties (such as the Company keeping the scheme open or the employee maintaining any
contributions required by the scheme). Where the terms and conditions of options are modified before
they vest, the increase in the fair value of the options, measured immediately before and after the
modification, is also charged to the consolidated statement of comprehensive income over the remaining
vesting period.
The fair value of the options is spread over the vesting period, with the cumulative fair value credited to
the share-based payment reserve.
Where equity instruments are granted to persons other than employees, the consolidated statement of
comprehensive income is charged with fair value of goods and services received.
3.7 Finance income
Interest income is recognised in the consolidated statement of comprehensive income as investment
income using the effective interest method.
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3.8 Finance expenses
Finance costs include interest expenses from loans and borrowings as well as interest expenses from
leasing.
Interest expenses from loans and borrowings are charged to the consolidated financial statement of
comprehensive income over the term of the debt using the effective interest method so that the amount
charged is at a constant rate on the carry ing amount. Issue costs are initially recognised as a reduction
in the proceeds of the associated capital instrument.
3.9 Income taxes
Tax expense recognised in the consolidated statement of comprehensive income comprises the sum of
deferred tax and current tax not recognised in other comprehensive income or directly in equity.
The calculation of current and deferred tax is based on tax rates and tax laws that have been enacted
or substantively enacted by the end of the reporting period.
Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities.
Deferred tax
Deferred income taxes are calculated using the liability method. Deferred tax is recognized on temporary
differences between the carrying amounts of assets and liabilities in the consolidated financial
statements and the amounts used for tax purposes.
Deferred tax assets are recognised to the extent it is probable that the underlying tax loss or deductible
temporary difference will be utilised against future taxable income. This is assessed based on the
Group’s forecast of future operating results, adjusted for significant non-taxable income and expenses
and specific limits on the use of any unused tax loss or credit.
Deferred tax liabilities are generally recognized in full, although IAS 12 specifies limited exemptions. As
a result of these exemptions the Group does not recognize deferred tax on temporary differences relating
to goodwill, or to its investments in subsidiaries.
The Group does not offset deferred tax assets and liabilities unless it has a legally enforceable right to
do so and intends to settle on a net basis.
The carrying amounts of deferred tax are reviewed at the end of each reporting period and adjusted if
needed.
3.10 Earnings per share
Basic and diluted earnings per share is calculated by dividing net profit (loss) attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year.
3.11 Intangible assets
Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not
individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment
losses. Refer to Note 13 – Intangible assets for a description of impairment testing procedures.
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Other intangible assets
Other i ntangible assets include customer relationships, development costs and software licenses.
Acquired intangible assets are initially recognized at cost. After recognition, under the cost model,
intangible assets are measured at cost less any accumulated amortisation and any accumulated
impairment losses.
An intangible asset acquired as part of a business combination is recognized outside goodwill if the asset
is separable or arises from contractual or legal rights and its fair value can be measured reliably.
Development expenditure is recognized as an intangible asset only if all of the following conditions are
met:
•
it is probable that the asset created will generate future economic benefits
•
it is technically feasible that the asset can be completed so that it will be available for use or sale
and there are sufficient available resources to complete it; and
•
the development costs can be measured reliably
The amount initially recognized for internally generated intangible assets is the sum of the expenditure
incurred from the date when the intangible asset first meets the recognition criteria listed above. Where
no internally generated intangible asset can be recognized, development expenditure is recognised in
the consolidated statement of comprehensive income in the period in which it is incurred. Capitalised
development costs are recorded as intangible assets and amortised from the point at which the asset is
ready for use.
Amortisation is charged to the administrative expenses in the consolidated statement of comprehensive
income. Intangible assets with a finite life are amortised on a straight-line basis over their expected useful
lives, as follows:

| Years
Customer Relationships | 5
Development costs | 2-5
Software | 3

3.12 Property, plant and equipment
Fixtures and fittings and office equipment are initially recognized at acquisition cost and are subsequently
measured at cost less accumulated depreciation and impairment losses.
Depreciation expenses are presented within administrative expenses in the consolidated statement of
comprehensive income, Depreciation is recognized on a straight-line basis to write down the cost less
estimated residual value. The following useful lives are applied:

| Years
Fixtures and fittings | 3
Office equipment | 3 - 5

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference
between the disposal proceeds and the carrying amount of the assets and are recognized in the
consolidated statement of comprehensive income either within other income or other expenses.
3.13 Leases
The Group assesses whether a contract is or contains a lease at inception of the contract. A lease
conveys the right to direct the use and obtain substantially all of the economic benefits of an identified
asset for a period of time in exchange for consideration.
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The Group has elected to apply the practical expedient to account for each lease component and any
non-lease components as a single lease component.
At lease commencement date, the Group recognizes a right-of-use asset and a lease liability in its
consolidated statement of financial position. The right-of-use asset is measured at cost, which is made
up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an
estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments
made in advance of the lease commencement date (net of any incentives received).
The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The
Group also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease
payments unpaid at that date, discounted using the interest rate implicit in the lease or if that cannot be
determined the Group’s incremental borrowing rate. The incremental borrowing rate is the estimated rate
that the Group would have to pay to borrow the same amount over a similar term, and with similar security
to obtain an asset of equivalent value.
Lease payments included in the measurement of the lease liability are made up of fixed payments
(including in substance fixed), variable payments based on an index or rate, amounts expected to be
payable under a residual value guarantee and payments arising from options reasonably certain to be
exercised.
Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated
between repayments of principal and finance costs. The finance cost is the amount that produces a
constant periodic rate of interest on the remaining balance of the lease liability.
The lease liability is reassessed when there is a change in the lease payments. Changes in lease
payments arising from a change in the lease term or a change in the assessment of an option to purchase
a leased asset. The revised lease payments are discounted using the Group’s incremental borrowing
rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The
amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount
of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has
been reduced to zero then any excess is recognized in the consolidated statement of comprehensive
income.
Payments under leases can also change when there is either a change in the amounts expected to be
paid under residual value guarantees or when future payments change through an index or a rate used
to determine those payments, including changes in market rental rates following a market rent review.
The lease liability is remeasured only when the adjustment to lease payments takes effect and the
revised contractual payments for the remainder of the lease term are discounted using an unchanged
discount rate. Except for where the change in lease payments results from a change in floating interest
rates, in which case the discount rate is amended to reflect the change in interest rates.
Were any changes to the lease necessary in response to business needs, the Group will enter into
negotiations with landlords to either increase or decrease available space or to renegotiate amounts
payable under the respective leases.
If the Group were to increase office capacity and therefore agree with the landlord to pay an amount that
is commensurate with the stand-alone pricing adjusted to reflect the particular contract terms, the
contractual agreement is treated as a new lease and accounted for accordingly.
In other instances, the Group may negotiate a change to a lease such as reducing the amount of office
space taken, reducing the lease term or by reducing the total amount payable under the lease, all of
which were not part of the original terms and conditions of the lease. In these situations, the Group does
not account for the changes as though there is a new lease. Instead, the revised contractual payments
are discounted using a revised discount rate at the date the lease is effectively modified.
The remeasurement of the lease liability corresponds with a reduction in the carrying amount of the right-
of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the
scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in
the consolidated statement of comprehensive income. The right-of-use asset is adjusted for all other
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lease modifications.
The Group has elected to account for short-term leases and leases of low-value assets using the
practical expedients. These leases relate to items of office equipment such as desks, chairs, and certain
IT equipment. Instead of recognising a right-of-use asset and lease liability, the payments in relation to
these are recognized as an expense in the consolidated statement of comprehensive income on a
straight-line basis over the lease term.
3.14 Inventories
Inventories are stated at the lower of cost and net realisable value, being the estimated selling price
less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
Work in progress and finished goods include labour and attributable overheads. ·
At each reporting date, inventories are assessed for impairment, if inventory is impaired, the carrying
amount is reduced to its selling price less costs to complete and sell. The impairment loss is
recognized immediately in the consolidated statement of comprehensive income.
3.15 Impairment of non-financial assets
Goodwill has an indefinite useful life and therefore is not subject to amortisation but is tested annually
for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount that the assets carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use.
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). Non-financial assets other than goodwill that suffered
an impairment are reviewed for possible reversal of the impairment at each reporting date.
3.16 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
3.16.1 Financial assets
Initial recognition and measurement
The Group recognises a financial asset when it becomes a party to the contractual provisions of the
instrument. Purchases or sales of financial assets that require delivery of assets within the time
frame generally established by regulation or convention in the marketplace (regular way trades) are
recognised on the trade date i.e. the date that the Group commits to purchase or sell the asset.
The Group’s financial assets comprise trade receivables and cash and cash equivalents in the
consolidated statement of financial position.
Cash and cash equivalents in the consolidated statement of financial position comprise readily
accessible cash at bank and in hand. There are no bank accounts which have an original maturity
of more than three months or which are subject to significant restrictions over access. Such amounts
would not be presented as cash and cash equivalents but instead would be shown separately as
short-term investment or other financial assets with appropriate disclosure of the related terms. For
the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash
and cash equivalents as defined above, net of outstanding bank overdrafts.
Trade receivables are amounts due from customers for goods provided and services performed in
the ordinary course of business. If collection is expected in one year or less, they are classified as
current assets. If not, they are presented as non-current assets.
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Subsequent measurement and gains and losses
The Group classifies its financial assets as subsequently measured at amortised cost or measured
at fair value through profit or loss on the basis of both:
− The entity’s business model for managing the financial assets; and
− The contractual cash flow characteristics of the financial asset.
Financial assets measured at amortised cost
A financial asset is measured at amortised cost if it is held within a business model whose objective
is to hold financial assets in order to collect contractual cash flows and its contractual terms give rise
on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding. Financial assets at amortised cost are subsequently measured using the
effective interest rate method and are subject to impairment. Gains and losses are recognised in
profit and loss when the asset is derecognised, modified or impaired. The Group includes in this
category cash and cash equivalents and trade receivables.
Trade receivables are initially recognised at fair value and subsequently held at amortised cost, less
provision for impairment. Appropriate allowances for estimate irrecoverable amounts are recognised
in profit or loss.
Financial assets measured at fair value through profit or loss (FVTPL)
These assets are subsequently measured at fair value. Net gains and losses, including any interest
and dividend income, are recognised in profit or loss. The Group does not measure any financial
assets at fair value through profit or loss as at 31 December 2023 and 2022.
Impairment of financial assets
The Group has chosen to apply an approach similar to the simplified approach for expected credit
losses (“ECL”) under IFRS 9 to its financial assets.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more
than 30 days past due.
The Group considers a financial asset to be in default when:
• the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the
Group to actions such as realising security (if any is held); or
• the financial asset is more than 180 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a
financial instrument.
The maximum period considered when estimating ECLs is the maximum contractual period over
which the Group is exposed to credit risk.
Measurement of ECLs
The Group recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group’s
approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable
and supportable information that is available without undue cost or effort at the reporting date about
past events, current conditions and forecasts of future economic conditions.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost are
credit-impaired. A financial asset is “credit-impaired” when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred.
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Evidence that a financial asset is credit-impaired includes the following observable data:
• significant financial difficulty of the debtor;
• a breach of contract such as a default or being more than 90 days past due;
• the restructuring of a loan or advance by the Group on terms that the Group would not
consider otherwise;
• it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
• the disappearance of an active market for a security because of financial difficulties.
Presentation of allowance for ECL in the consolidated statement of financial position
Loss allowances for cash at bank and trade receivables are deducted from the gross carrying
amount of the corresponding assets.
Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable
expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually
makes an assessment with respect to the timing and amount of write-off based on whether there is
a reasonable expectation of recovery. The Group expects no significant recovery from the amount
written off. However, financial assets that are written off could still be subject to enforcement
activities in order to comply with the Group’s procedures for recovery of amounts due.
Derecognition
A financial asset is derecognised when the rights to receive cash flows from the asset have expired
or the Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a “pass-
through” arrangement; and either (a) the Group has transferred substantially all the risks and
rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks
and rewards of the asset, but has transferred control of the asset.
3.16.2 Financial liabilities
Initial recognition and measurement
The Group recognises a financial liability when it becomes a party to the contractual provisions of
the instrument.
The Group’s financial liabilities include trade payables and accrued liabilities and loans and
borrowings. All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs. Furthermore, the Group
classifies Class A and Class B warrants as financial liabilities measured at fair value through profit
or loss because they do not meet the criteria for treatment as equity under IAS 32.
Trade and accrued payables are obligations to pay for goods or services that have been acquired in
the ordinary course of business from suppliers. Trade payables are classified as current liabilities if
payment is due within 12 months or less. If not, they are presented as non-current liabilities.
.
Subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or fair value through profit or loss.
A financial liability is classified at FVTPL if it is classified as held-for-trading, it is a derivative or it is
designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value
and net gains and losses, including an interest expense, are recognized in profit or loss. Other
financial liabilities are subsequently measured at amortised costs under the effective interest
method. Interest expense and foreign exchange gains and losses are recognized in profit or loss.
Any gain or loss on derecognition is also recognized in profit or loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expired. When an existing financial liability is replaced by another from the same lender on
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substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying amounts is recognised in the statement
of profit or loss.
3.17 Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability; or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far
as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs
used in the valuation techniques as follows.
• Level 1: quoted prices (unadjusted) in the active markets for identical assets or liabilities
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
• Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the
fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting
period during which the change has occurred.
Further information about the assumptions made in measure fair values of financial assets and
financial liabilities is included in Note 26 – Financial instruments.
3.18 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
3.19 Provisions, contingent assets and contingent liabilities
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognized when
the Group has a present legal or constructive obligation as a result of a past event, it is probable that an
outflow of economic resources will be required from the Group and amounts can be estimated reliably.
The timing or amount of the outflow may still be uncertain.
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Restructuring provisions are recognized only if a detailed formal plan for the restructuring exists and
management has either communicated the plan’s main features to those affected or started
implementation. Provisions are not recognized for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based
on the most reliable evidence available at the reporting date, including the risks and uncertainties
associated with the present obligation. Where there are a number of similar obligations, the likelihood
that an outflow will be required in settlement is determined by considering the class of obligations as a
whole. Provisions are discounted to their present values, where the time value of money is material.
Any reimbursement that the Group is virtually certain to collect from a third party with respect to the
obligation is recognized as a separate asset. However, this asset may not exceed the amount of the
related provision.
No liability is recognized if an outflow of economic resources as a result of present obligations is not
probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
3.20 Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date
of authorization of issue of the Group’s consolidated financial statements and that might have an impact
on the Group’s consolidated financial statements are disclosed below. The Group intends to adopt the
new and amended standards and interpretations, if applicable, when they become effective. The Group
does not expect a material impact from the adoption of these standards.

| Standards/Interpretation | Date of application |
Amendments to IAS 1 | Non-current Liabilities with Covenants | January 1, 2024 |
Amendments to IAS 1 | Classification of Liabilities as Current or | January 1, 2024 |
| Non-current |  |
Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback | January 1, 2024 |
Amendments to IAS 7 and IFRS 7 | Supplier Finance Arrangements | January 1, 2024 |
Amendments to IAS 21 | Lack of Exchangeability | January 1, 2025 |
Amendments to IFRS 10 | Sale or Contribution of Assets between an | Available for | optional
and IAS 28 | Investor and its Associate or Joint Venture |  | adoption/ effective date
|  | deferred indefinitely |

4. Significant accounting judgements, estimates and assumptions
When preparing the financial information, management undertakes a number of judgements, estimates
and assumptions about recognition and measurement of assets, liabilities, income and expenses. A ctual
results may differ from the judgements, estimates and assumptions made by management.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are addressed below.
Fair values on acquisition of Complete Energy Controls Limited (“CEC”)
The fair value of assets acquired on the acquisition of CEC involved the estimation of future cash flows
to be generated over a number of years. The estimation of the fair values requires the combination of
assumptions including recoverability of debtors and project completion percentages.
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Recoverable value of debtors
The Group makes an estimate of the recoverable value of trade and other debtors, in line with IFRS 9
and the ECL model. When assessing impairment of trade and other debtors, management considers
factors including the current credit rating of the debtor, the ageing profile of debtors, historical experience
and expected future recovery. Please refer to N ote 17 – Trade and other receivables and Note 26 –
Financial instruments for the net carrying amount of the debtors and associated impairment provision.
Revenue recognition on long term contracts
The Group estimates the percentage of completion at the period end of projects that span the period end
based upon the costs incurred or accrued in the period to date, in accordance with IFRS15.
Inventory provision
The Group estimates the stock provision based on a year’s worth of stock supply and net realisable
value of the individual stock lines.
Provisions
Provisions are made for warranties on installations, and against future costs for certain historic
projects were material. These provisions require management's best estimate of the costs that will be
incurred based on legislative and contractual requirements. In addition, the timing of the cash rows
and the discount rates used to establish net present value of the obligations require management's
judgement.
Recoverable value of goodwill
The Group makes an estimate of the recoverable value of the goodwill arising from the acquisition of
subsidiaries. When assessing the recoverable value of goodwill, management considers past
performance, forecasted performance and the latest financial position of the subsidiaries.
Recoverable value of intangible assets
Management makes an estimate of the recoverable value of intangible assets. When assessing
impairment of intangible assets, management considers factors including the historic cashflows
generated from the intangible assets and those cashflows forecasted to be generated by said intangible
assets.
Fair value of share based payments
Management estimates the fair value at the grant date of the share options granted. Management uses
a valuation technique to assist (Black Scholes) which in itself requires a number of subjective inputs
including the assessed share price, volatility and risk-free rate at the date of the grant. See Note 20 –
Share-based payments for commentary on the inputs used within the fair value calculation and the
method used to derive the subjective inputs.
Recoverable value of capitalised development costs
Management assesses impairment of capitalised developments costs on a project by project basis,
management considers the cashflows forecasted to be generated by each of the projects.
Classification and measurement of Warrants
The Management Board assessed the classification of warrants in accordance with IAS 32 under which
the warrants do not meet the criteria for equity treatment and must be recorded as derivatives.
Accordingly, the Company classifies the Class A warrants and Class B warrants as liabilities at their fair
value and adjust them to fair value at each reporting period. This liability is subject to re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated
statement of comprehensive income. The fair value of Class A warrants is determined based on its
quoted market price or independently valued using Binomial Tree method and the Monte Carlo method
for periods when there are no observable trades, as at each relevant date. Likewise, the Class B warrants
which are not listed to the stock exchange are also independently valued using the Binomial Tree method
and the Monte Carlo method to determine its fair value.
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5. Business Combinations
5.1 De-SPAC Transaction
learnd SE was originally known as GFJ ESG Acquisition I SE, a special purpose acquisition company
(SPAC), established for the 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, reorganis ation or similar
transaction. Since 19 October 2021, the Company has been listed on the regulated market of the
Frankfurt Stock Exchange (General Standard) in Germany.
On 27 October 2022, GFJ Acquisition and learnd Ltd entered into a business combination agreement
(as amended on 9 December 2022) (the “BCA”), whereby GFJ Acquisition acquired 100% of the learnd
Ltd shares and became the legal parent of learnd Ltd and its subsidiaries for a contribution and exchange
of all learnd Ltd shares for 7,289,581 new Public Shares (“Class A Shares”) with par value of €0.0384.
This business combination is thereafter also referred to as the “de-SPAC Transaction” or the
“Transaction”. On 18 January 2023, the business combination was consummated and GFJ Acquisition
changed its name to learnd SE.
This Transaction is considered being similar to a reverse acquisition under IFRS 3. However, as GFJ
Acquisition does not meet the definition of a business in accordance with IFRS 3, the Transaction is
assessed not falling within the scope of IFRS 3, but within the scope of IFRS 2. The Transaction has
been accounted for as a capital reorganization, whereby GFJ Acquisition was treated as the acquired
company and learnd Ltd as the acquirer for financial reporting purposes. Operations prior to this
Transaction are those of learnd Ltd and historical financial statements of learnd Ltd became the historical
financial statements of the combined entity, upon the consumption of the Transaction. Accordingly, the
consolidated financial statement of comprehensive income for the financial year ended 31 December
2023 includes the transactions of the Company starting from the date of the closing of this de-SPAC
Transaction (18 January 2023).
The de-SPAC Transaction is treated as the equivalent of learnd Ltd issuing shares for the net assets of
GFJ Acquisition as at the closing date, accompanied by a share restructuring of learnd Ltd. Any excess
of fair value of GFJ Acquisition’s shares deemed to be issued by learnd Ltd over the fair value of GFJ
Acquisition’s identifiable net assets acquired represents compensation for the service of a stock
exchange listing for the shares of learnd Ltd and is expensed as incurred. The expense recognized in
accordance with IFRS 2 was based on the difference between the fair value of the Public Shares deemed
issued by learnd Ltd to GFJ Acquisition’s shareholders and the fair value of GFJ Acquisition’s identifiable
net assets at the closing date. No Goodwill or other intangible assets has been recognized in connection
with this Transaction.
Pursuant to the Closing several transactions occurred:
• GFJ Acquisition entered into Redemption Backstop Agreements with the Backstop Investors
("Backstop Investors”), pursuant to which, the Backstop Investors agreed to purchase, and GFJ
Acquisition agreed to sell and transfer to the Backstop Investors, an aggregate number of 230,000
Public Shares that have been redeemed by GFJ Acquisition shareholders in conjunction with the
de-SPAC Transaction for a purchase price of €10.00 per Public Share for gross proceeds of €2.3
million on the Closing.
• A total of 14,983,016 GFJ Acquisition public shares were redeemed with an agreed price of €10.20
per share and 230,000 shares were purchased by Backstop Investors as described above. The
remaining unsold redeemed shares of 14,753,016 are held as treasury shares as at the closing date.
• The shareholders of learnd Ltd exchanged their 9,500,000 shares of learnd Ltd, with par value of
£0.00001 per share, to 7,289,581 new Public Shares (“Class A Shares”) of GFJ Acquisition with par
value of €0.0384 per share (“share restructuring of learnd Ltd”).
• Also, in connection with the Business Combination, the Group assumed the obligation under learnd
Ltd previously established share option scheme for certain of its employees and executive directors
(the “learnd SOS”). Pursuant to the learnd SOS, the Management Board may in its discretion grant
share options, entitling the beneficiary to acquire a certain number of Public Shares at a certain
exercise price. In this respect, the Group entered into several option agreements and thereunder
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granted 527,500 options to employees. For more detail information please refer to Note 20 – Share-
based payments.
Share listing expense
As the business combination is accounted for as a capital reorganization under IFRS 2, a share listing
expense has been recognized for the difference between the fair value of the shares deemed to have
been issued to GFJ Acquisition shareholders and the fair value of the identifiable net assets of GFJ
Acquisition.
learnd Ltd issued shares with a fair value of £22.7 million to GFJ Acquisition shareholders. The fair value
of the shares deemed to have been issued was calculated based on the Group’s share price on 18
January 2023 of €10.20 per Class A share and the fair value of Class B shares as at 18 January 2023.
The fair value of the Class B1 shares is determined using learnd SE’s share price as at closing date
adjusted for transfer restrictions. The fair values of Class B2 and B3 shares are determined using the
adjusted Black & Scholes – Gap Options approach and adjusted for the transfer restrictions.
In exchange, learnd Ltd received the identifiable net assets held by GFJ Acquisition, which had a fair
value upon closing of £-25,372,427 (€-28,987,121), mainly comprising of financial liabilities in the amount
of £21.5 million (€24.6 million) accounted for the 7,500,000 GFJ class A Warrants and 7,145,833 class
B warrants considering a fair value of the warrants of €1.34 per Class A warrant and €2.03 per Class B
warrant as at 18 January 2023.
The excess of the fair value of the equity instruments issued over the fair value of the identified net
assets acquired by learnd Limited from GFJ Acquisition represents a non-cash expense in accordance
with IFRS 2. This one-time expense in the amount of £48,070,476 (€54,918,858) has been considered
as share listing expense and separately presented in other expenses within the consolidated statement
of comprehensive income and other comprehensive income. Details of the calculation of the share listing
expense are as follows:

in GBP |  | Fair Value
Class A Shares (at EUR 10.2 per share) | A | 2,205,088
Class B1 shares (at EUR 9.18 per share) | B | 10,044,068
Class B2 shares (at EUR 5.23 per share) | C | 5,722,274
Class B3 shares (at EUR 4.32 per share) | D | 4,726,620
Fair value of shares deemed issued | E | 22,698,049
(A + B + C + D) |  |
GFJ Acquisition’s net assets | F | (25,372,427)
Excess of Fair value of shares over GFJ | G | 48,070,476
Acquisition’s net assets acquired (E - F) |  |

GFJ Acquisition net assets on 18 January 2023 include:

| Fair Value
in GBP |
Cash and cash equivalents | 2,681,532
Trade and other receivables | 297,270
Class A warrants at fair value | (8,796,765)
Class B warrants at fair value | (12,697,137)
Accruals and trade creditors | (6,857,327)
GFJ Acquisition’s net assets | (25,372,427)

As part of the recapitalization learnd Ltd’s share capital was exchanged for shares of learnd SE of
£245,014 (€279,920) representing 7,289,581 shares at a par value of €0.0384. This capital
reorganization was shown as an increase within share capital by £244,919 from the old share capital
(par value of £0.00001) of £95 before Closing by reducing share premium at the same amount. The
Group has decided not to adjust the share capital in the comparatives and to show the capital
reorganization only in the current financial year.
A total of £ 1.2 million transaction costs incurred by learnd Ltd. was included in administrative expenses
in connection with the de-SPAC transaction.
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5.2 Acquisition of Complete Energy Controls Limited (“CEC”)
On 2 May 2023, learnd Ltd acquired 100% of the share capital of Complete Energy Controls Ltd, a UK
business, thereby obtaining control. The acquisition was made to enhance the Group’s customer base
and expertise.
The details of the business combination are as follows:
Acquired receivables
The fair value of the acquired receivables amounts to £ 704,286. This corresponds to the contractual
receivables at the time of acquisition.
Consideration transferred
The acquisition of CEC was settled in cash amounting to £1,975,000, shares of £2,000,000 and a
deferred cash consideration of £250,000 due in May 2024. Cash amounting to £1,725,000 were paid out
and shares amounting to £1,750,000 (201,606 shares) were issued on the closing date 5 May 2023.
Additional shares amounting to £250,000 (28,942 shares) were issued subsequently after closing on 12
October 2023 and the remaining cash consideration amounting to £250,000 were also paid out
subsequently after closing.
Acquisition related costs amounting to £159,683 are not included as part of the consideration transferred
and have been recognized as an expense in the consolidated statement of comprehensive income.

| £
Fair value of consideration transferred |
Cash consideration | 1,975,000
Share-based consideration | 2,000,000
Deferred cash consideration | 250,000
Total | 4,225,000
Recognized amounts of identifiable net assets |
Property, plant and equipment | 9,129
Intangible assets | 800,000
Total non-current assets | 809,129
Trade and other receivables | 704,286
Cash and cash equivalents | 1,060,256
Stock | 14,013
Total current assets | 1,778,555
Trade and other payables | (835,356)
Borrowings | (32,291)
Total current liabilities | (867,647)
Identifiable net assets | 1,720,037
Goodwill on acquisition | 2,504,963
Consideration transferred settled in cash | 1,975,000
Cash and cash equivalents acquired | (1,060,256)
Net cash outflow on acquisition | 914,744
Acquisition costs charged to expenses | 159,683

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Goodwill
Goodwill of £2,504,963 at acquisition related to the engineers and reputation of the business. Goodwill
has been reviewed for impairment, and no impairment recognized.
Contribution to Group results
CEC contributed £3,511,691 of revenue and profit of £817,030 to the c onsolidated statement of
comprehensive income for the period from 02 May 2023 to 31 December 2023.
If the acquisition of CEC had already taken place on 1 January 2023, the consolidated pro forma revenue
would have been £5,212,365 and a profit of £1,058,597 for the reporting period.
6. Segmental information
The Group consists of one operating reportable segment because the Management Board, who are also
the chief operating decision makers (CODM), assess the profitability of the Group on a company-wide
basis. Adjusted EBITDA is used to measure performance, as the management is of the opinion that this
information is useful for the evaluation of the Group in comparison with other companies operating in the
same sectors.
The CODM reviews the Group's business activities by the following three categories, which bundle the
main products and services:
Strategic accounts and projects
Strategic accounts include major customers such as British T elecommunications plc (“BT”) and Atlas
Edge, there are multiple revenue streams within these including installations, projects and service
contracts. Projects relate to large installation projects spanning a period of up to 1 year.
Services
This includes revenue from service contracts which are either straight line monthly or a number of visits
in a year which are charged once complete. Remedials are also included here which are effectively small
installations and projects.
Data enabled services
This includes BT software development which is part of the BT contracts. Additionally, revenue related
to the ROC is included in this line. The ROC is the remote operations centre which includes service
contracts with customers managed remotely. Subscription revenue is also included here, this relates to
new software offerings where customers pay a subscription for the service.
The BMS activities result in multiple revenue streams however are intrinsically linked and as such are
considered to be one operating segment and one cash generating unit for goodwill impairment test
purposes.
Information about reportable segments
The CODM uses the measures of revenue and adjusted EBITDA to assess operating segments’
performance to make decisions regarding the allocation of resources.
Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortis ation
(“EBITDA”), further as adjusted for non-recurring items. These non-recurring items relate to expenses
incurred where management believes adjustments should be made due to their non-recurring or non-
operational character as well as remaining costs incurred on the level of the Company (corporate
expenses).
Adjusted EBITDA totalled £2,573,183 in the financial year ended 31 December 2023 (2022: £2,5 61,363).
The adjustments to EBITDA totalling £(57,665,162) in the financial year ended 31 December 2023 (2022:
£(1,563,137)) include non-recurring expenses resulting from the De-SPAC Transaction of £(49,331,317),
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one-off bonus payments of £(6,067,499), transaction costs related to the acquisition of new subsidiaries
of £(578,923) and costs related with the reorganisation of the Group of £(195,159). Furthermore, the
adjustments to EBITDA include corporate expenses of £1,488,276 which are mainly legal and other
professional fees incurred by learnd SE from 19 January to 31 December 2023. The adjustments to
EBITDA in the financial year ended 31 December 2022 also include the costs related with the disposal
of a subsidiary which operated the lift installation business of £(797,809).
The reconciliation from adjusted EBITDA to profit before tax for the period is as follows:

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Adj. EBITDA | 2,573,183 | 2,561,363
Non-recurring items: |  |
Expenses resulting from the de-SPAC Transaction | (49,331,317) | (321,865)
Bonus payments | (6,067,499) | -
Corporate expenses | (1,488,276) | -
Transaction costs related to acquisition of new | (578,923) | (284,410)
subsidiaries |  |
Expenses related with the reorganisation of the Group | (195,159) | (142,467)
Expenses related with the disposal of a subsidiary | - | (797,809)
Other expenses | (3,988) | (16,586)
Total EBITDA Adjustments | (57,665,162) | (1,563,137)
EBITDA | (55,091,979) | 998,226
Depreciation and a morti s ation | (1,195,137) | (858,145)
Finance costs | 6,704,491 | (410,494)
Loss before tax for the period | (49,582,624) | (270,412)

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

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Strategic accounts and projects | 24,257,918 | 22,100,109
Services | 6,373,452 | 5,017,093
Data enabled services | 1,481,421 | 1,570,110
Lift installation and service | - | 1,733,607
| 32,112,791 | 30,420,919

The Lift installation and service was disposed in 2022.
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Geographical Information
The breakdown of revenue by geographic location is as follows:

| Year ended |
| 31 December | 31 December
| 2023 | 2022
| £ | £
United Kingdom | 30,937,710 | 29,730,104
Rest of world | 1,175,081 | 690,815
| 32,112,791 | 30,420,919

All of the Group's non-current assets are located in UK.
7. Revenue
The principal activities of the Group include the design, installation, service and maintenance of Building
Management Systems (“BMS”) and Building Energy Management Systems, and the provision of
associated bureau services.
Revenue is 100% recognized from revenue with customers. Please refer to Note 6 - Segmental
information for further information regarding the breakdown of revenues by business area and
geographical location.
The following table provides information on contract liabilities from contracts with customers:

| 31 December | 31 December
| 2023 | 2022
| £ | £
Contract assets | 2,791,706 | 2,021,338
Contract liabilities | 699,688 | 1,829,707

Contract assets are included in trade and other receivables and contract liabilities are included in trade
and other payables in the consolidated statement of financial position.
Major Customer
Revenue from one customer of the Group represented approximately 15% of total revenue (2022: 29%).
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8. Cost o f sales
Cost of sales can be broken down as follows:

| Year ended |
| 31 December | 31 December
| 2023 | 2023
| £ | £
Internal labour | 7,364,406 | 5,157,500
External labour | 4,647,509 | 6,869,459
Subcontractors | 1,247,050 | 761,630
Products | 3,729,853 | 3,954,673
Consumables | 2,326,306 | 1,996,717
Other | 68,063 | 148,556
| 19,383,187 | 18,888,535

The labour costs presented in the cost of sales include the personal expenses of engineer s and project
team members directly attributable to generating revenues.
9. Administrative expenses
Administrative expenses can be broken down as follows:

| Year ended |
| 31 December | 31 December
| 2023 | 2022
| £ | £
Personnel expenses | 13,012,020 | 5,584,521
Legal and professional | 3,896,443 | 2,247,633
Depreciation and amortisation | 1,195,137 | 858,145
Travel and subsistence | 1,049,971 | 1,004,260
Insurance | 328,727 | 244,639
Costs related with the reorganization of the group | 195,159 | 142,467
Recruitment | 165,210 | 192,267
Other | 1,103,577 | 1,118,371
| 20,946,243 | 11,392,302

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10. Finance expense
Finance expenses can be broken down as follows:

| Year ended |
| 31 December | 31 December
| 2023 | 2022
| £ | £
Loans and borrowings interest | 310,464 | 128,379
Shareholder loan interest | 197,978 | 150,000
IFRS 16 lease interest | 127,779 | 79,828
Other finance costs | 102,582 | 52,287
| 738,803 | 410,494

11. Income tax
The amounts recognized in the consolidated statement of comprehensive income are as follows:

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Current tax expense |  |
Corporation tax | 143,705 | 155,044
Total current tax expense | 143,705 | 155,044
Deferred tax |  |
Origination and reversal of temporary differences | - | 111,547
Total deferred tax expense | - | 111,547
Tax expense on continuing operations | 143,705 | 266,591

The applicable income tax rate for 2023 is 24.94%, the Luxembourgish tax rate, as the Company is
domiciled in Luxembourg. The applicable income tax rate for 2022 was 19%, the UK tax rate of learnd
Limited, as learnd Limited is domiciled in UK before the Business Combination with learnd SE.
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The reconciliation of effective tax rate is as follows:

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Profit/(loss) on ordinary activities before tax | (49,582,624) | (270,412)
Expected taxes using the Company's corporation tax rate | 12,365,907 | 51,378
(2023: 24.94%; 2022: 19%) |  |
Effects of: |  |
Expenses not deductible for tax purposes (learnd Ltd.) | (55,945) | (195,127)
Expenses not deductible for tax purposes (learnd SE) | (11,988,777) |
Current-year tax losses and temporary differences for which no deferred tax asset is recognized | (879,119) | 20,185
Fixed asset timing differences | 5,825 | 8,203
Research and development (“R&D”) expense | 236,274 | 133,365
Other tax changes | 217,057 | 137,040
Deferred tax changes | - | 111,547
Tax rate difference UK | (44,927) | -
Total tax charge for the period | 143,705 | 266,591
Effective tax rate | (0.3)% | (98.6)%

Deferred tax balances
Deferred tax assets and liabilities are attributable to the following items:

| 31 December | 31 December
| 2023 | 2022
| £ | £
Trade and other payables | 2,172 | 2,172
Loans and borrowings | 109,375 | 109,375
R&D expense credits and claims | 321,795 | 162,930
Total of Deferred tax assets (gross and net) | 433,342 | 274,477

Unrecognised deferred tax assets
Deferred income tax assets are recognized against tax loss carry-forwards to the extent that the
realisation of the related tax benefit through future taxable benefits is probable. The Group did not
recognize a potential deferred tax asset of learnd Limited of £29,218 (2022: £125,954) in respect of
losses amounting to £116,870 (2022: £503,816) that can be carried forward against future taxable
income, on the grounds that at the balance sheet date their utilisation is not considered probable.
Deferred tax assets have not been recognised in respect of the loss of learnd SE incurred during the
years ended 31 December 2023, as it is not probable that future taxable profit will be available against
which the Group can utilise the benefits therefrom. Unused tax losses of the Company can be used
within a period of 17 years as per Luxembourg tax law.
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12. Earnings per Share
Basic earnings per share is calculated by dividing the profit attributable to the equity holders of the
Company by the weighted average number of ordinary shares in issue during the period.
As the de-SPAC Transaction is accounted for as a recapitalization of learnd Ltd., the number of shares
of the Group is adjusted from learnd Ltd. shares to reflect the capital structure of the legal parent as at
18 January 2023. In accordance with IAS 33.64, the calculation of the basic and diluted earnings per
share for all periods presented must be adjusted retrospectively due to these changes. The conversion
ratio is calculated as the number of shares of the legal parent, 7,289,581,
to that of the legal subsidiary,
9,500,000. Please refer to Note 19 - Equity for an overview of the conversion and the different share
classes. Basic and diluted earnings per share attributable to the ordinary equity holders of the Company
for the financial year ended 31 December 2022 were adjusted retrospectively to reflect the number of
shares after the recapitalisation of learnd Ltd.

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Net loss for the period | (49,438,919) | (3,821)
Weighted average number of ordinary shares issued | 11,786,549 | 7,289,58 1
Basic losses per share attributable to the ordinary equity holders of the Company | (4.19) | (0.00)
Effect of share options on issue | - | -
Weighted average number of ordinary shares issued |  |
(diluted) | 11,786,549 | 7,289,58 1
Diluted losses per share attributable to the ordinary equity holders of the Company | (4.19) | (0.00)

Basic and diluted losses per share attributable to the ordinary equity holders of the Company for the year
ended 31 December 2023 and 2022 are the same, as 14,645,833 warrants (2022: nil) and 775,000
options (2022: 527,500) are antidilutive due to the consolidated loss of the Group in the financial year
2023 and 2022.
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13. Intangible assets
Reconciliation of carrying amount
(a) Intangible assets for the fiscal year ended 31 December 2023:

| Development | Software | Customer | Goodwill | Total
| costs | licenses | relationships |  |
| £ | £ | £ | £ | £
Cost |  |  |  |  |
At 1 January 2023 | 1,191,807 | 347,039 | 110,596 | 5,167,508 | 6,816,950
Acquisition of subsidiary | - | - | 800,000 | 2,504,963 | 3,304,963
Additions | 395,956 | 255,398 | - | - | 651,354
Disposals | (248,285) | - | - | - | (248,285)
At 31 December 2023 | 1,339,478 | 602,437 | 910,596 | 7,672,471 | 10,524,982
Amortisation |  |  |  |  |
At 1 January 2023 | 187,054 | 210,838 | 53,455 | - | 451,347
Acquisition of subsidiary | - | - | 106,667 | - | 106,667
Charge for the year | 86,865 | 113,247 | 22,119 | - | 222,231
At 31 December 2023 | 273,919 | 324,085 | 182,241 | - | 780,245
Net book value |  |  |  |  |
At 31 December 2023 | 1,065,559 | 278,352 | 728,355 | 7,672,471 | 9,744,737

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(b) Intangible assets for the fiscal year ended 31 December 2022:

| Development | Software | Customer | Goodwill | Total
| costs | licenses | relationships |  |
| £ | £ | £ | £ | £
Cost |  |  |  |  |
At 1 January 2022 | 694,985 | 205,049 | 110,596 | 5,924,386 | 6,935,016
Additions | 496,822 | 141,990 | - | - | 638,812
Disposals | - | - | - | (756,878) | (756,878)
At 31 December 2022 | 1,191,807 | 347,039 | 110,596 | 5,167,508 | 6,816,950
Amortisation |  |  |  |  |
At 1 January 2022 | 74,049 | 166,850 | 31,337 | - | 272,236
Charge for the year | 113,005 | 43,988 | 22,118 | - | 179,111
Impairment charge | - | - | - | - | -
At 31 December 2022 | 187,054 | 210,838 | 53,455 | - | 451,347
Net book value |  |  |  |  |
At 31 December 2022 | 1,004,753 | 136,202 | 57,141 | 5,167,508 | 6,365,603

The net book value of development costs includes internally generated capitalised development costs
that meet the definition of an intangible asset. W ages totalling £395,956 in 2023 (2022: £496,821) were
capitalized as part of development costs included in intangible assets.
The software principally relates to the purchase and installation cost of the Group’s main ERP system.
The addition to customer relationships and goodwill in the year ended 31 December 2023 represents
the customer relationship and goodwill recognized on the acquisition of Complete Energy Controls Ltd.
in May 2023, see Note 5.2 – Acquisition of CEC for further details. The reduction to goodwill in the year
ended 31 December 2022 related to the disposal of 100% of the shares in Allied Lift Services Division
(UK) Ltd., a subsidiary acquired in 2021.
The amortisation charge of development costs, software and customer relationships of £328,898 (2022:
£179,111) is included in administrative expenses in the statement of comprehensive income.
Impairment tests for goodwill
Goodwill impairment reviews are undertaken annually. The Group manages its operations under one
strategy and therefore has one operating segment and one cash generating unit (“CGU”). The CGU is
expected to benefit from the synergies of the business combinations in which the goodwill arises as set
out below and is compared to its recoverable amount.
The recoverable amount was determined based on value-in-use calculation, covering a five-year
forecast, followed by an extrapolation of expected cash flows for the remaining useful life using a growth
rate determined by management. The present value of the expected cash flows is determined by
applying a suitable discount rate reflecting current market assessments of the time value of money and
risks.
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Growth rates years 1 - 4 |  |  | Growth rates in perpetuity |  | Discount rates
2023 | 2022 | 2023 | 2022 | 2023 | 2022
6 - 52% | 37 - 39% | 2% | 2% | 10% | 10%

Were cashflows in perpetuity to not be included in management’s value in use calculation in respect of
the segment, no impairment would be required within 5 years.
As part of the impairment review management performed sensitivity analysis on the assumptions used.
Sensitivity analysis was applied to forecasted EBITDA for the following four years, the discount rate used
and the perpetuity growth rate.
This is an area that management believe that changes are reasonably possible however sensitivity
analysis showed that the discount rate would need to vary significantly to the rate used before an
impairment would be required.
Management’s forecasts are robust however it is reasonably possible to assume forecasted EBITDA
could vary. The sensitivity analysis shows that forecasted EBITDA would need to be significantly lower
than expected before an impairment is required. Management do not believe that forecasted EBITDA
will vary to this extent.
Growth rates
The growth rates reflect the long-term average growth rates determined by management to be prudent
and relevant to the industries and markets in which the Group operates.
Discount rates
The discount rates reflect appropriate adjustments relating to market rate risk and specific risk factors.
Cash flow assumptions
Management’s key assumptions include steady growth in profit and improving profit margins, based on
past experience in this market and the Group’s future plans. Cash flow projections reflect steady
growth in profit and improving profit margins.
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14. Property, plant and equipment
(a) Property, plant and equipment for the fiscal year ended 31 December 2023:

| Motor | Fixtures & | Office |
|  |  |  | Total
| Vehicles | fittings | equipment |
| £ | £ | £ | £
Cost |  |  |  |
At 1 January 2023 | 45,352 | 263,500 | 682,317 | 991,169
Additions | - | 7,954 | 150,292 | 158,246
Acquisition of subsidiary | - | - | 28,316 | 28,316
At 31 December 2023 | 45,352 | 271,454 | 860,926 | 1,177,732
Depreciation |  |  |  |
At 1 January 2023 | 45,352 | 195,704 | 500,350 | 741,406
Charge for the year | - | 45,313 | 136,450 | 181,763
Acquisition of subsidiary | - | - | 19,187 | 19,187
At 31 December 2023 | 45,352 | 241,017 | 655,987 | 942,356
Net book value |  |  |  |
At 31 December 2023 | - | 30,437 | 204,939 | 235,376

(b) Property, plant and equipment for the financial year ended 31 December 2022:

| Motor | Fixtures & | Office | Total
| Vehicles | fittings | equipment |
| £ | £ | £ | £
Cost |  |  |  |
At 1 January 2022 | 45,352 | 229,325 | 576,021 | 850,698
Additions | - | 34,677 | 151,178 | 185,855
Disposal of subsidiary | - | (502) | (44,882) | (45,384)
At 31 December 2022 | 45,352 | 263,500 | 682,317 | 991,169
Depreciation |  |  |  |
At 1 January 2022 | 45,352 | 156,119 | 380,881 | 582,352
Charge for the year | - | 39,785 | 158,786 | 198,571
Disposal of subsidiary | - | (200) | (39,317) | (39,517)
At 31 December 2022 | 45,352 | 195,704 | 500,350 | 741,406
Net book value |  |  |  |
At 31 December 2022 | - | 67,796 | 181,967 | 249,763

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15. Leases
Right-of-use assets
The Group makes the use of leasing arrangements principally for the provision of office space, the
warehouse and motor vehicles. The rental contracts for offices are typically negotiated for terms of
between 2 and 10 years. Lease terms for motor vehicles are 3 or 4 years. Property leases are negotiated
on an individual basis and contain a wide variety of different terms and conditions whereas motor vehicle
leases are more standardised.
The consolidated statement of financial position shows the following amounts relating to leases for the
financial year ended 31 December 2023:

| Land & | Plant & | Total
| buildings | equipment |
| £ | £ | £
Cost |  |  |
At 1 January 2023 | 1,171,498 | 2,135,973 | 3,307,471
Additions | - | 1,211,780 | 1,211,780
Disposals | - | (40,796) | (40,796)
At 31 December 2023 | 1,171,498 | 3,306,957 | 4,478,455
Depreciation |  |  |
At 1 January 2023 | 398,862 | 917,464 | 1,316,326
Charge for the year | 119,586 | 564,890 | 684,476
Disposals | - | (29,166) | (29,166)
At 31 December 2023 | 518,448 | 1,453,188 | 1,971,636
Net carrying value |  |  |
At 31 December 2023 | 653,050 | 1,853,769 | 2,506,819

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The consolidated statement of financial positions shows the following amounts relating to leases for
the financial year ended 31 December 2022:

| Land & | Plant & | Total
| buildings | equipment |
| £ | £ | £
Cost |  |  |
At 1 January 2022 | 604,412 | 1,183,069 | 1,787,481
Additions | 600,085 | 952,904 | 1,552,989
Disposals | (32,999) | - | (32,999)
At 31 December 2022 | 1,171,498 | 2,135,973 | 3,307,471
Depreciation |  |  |
At 1 January 2022 | 254,478 | 559,845 | 814,323
Charge for the year | 169,134 | 357,619 | 526,753
Disposals | (24,750) | - | (24,750)
At 31 December 2022 | 398,862 | 917,464 | 1,316,326
Net carrying value |  |  |
At 31 December 2022 | 772,636 | 1,218,509 | 1,991,145

Lease liabilities

| 31 December | 31 December
| 2023 | 2022
| £ | £
Current | 726,639 | 553,502
Non-current | 1,852,124 | 1,481,193
| 2,578,763 | 2,034,695

Amounts recognised in the consolidated statement of comprehensive income for the period

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Interest expense relating to lease liabilities | 127,779 | 79,828
Depreciation for right-of-use assets | 684,475 | 526,754
Expenses for short term leases and low value leases | 51,594 | 15,146
| 863,848 | 621,728

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The Group has elected not to recognize a lease liability for short term leases (leases with an expected
term of 12 months or less) or for leases of low value assets. Payments made under such leases are
expensed on a straight-line basis.
Amounts recognised in the consolidated statement of cash flows
The following lease payments are recorded in the consolidated statement of cash flows, of which
payments for lease liabilities including principal portion and interests are presented in cash flows from
financing activities and payments for short term lease contracts and payments for low value asset leases
are presented in cash flows from operating activities:

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Payments for lease liabilities | 782,842 | 593,667
Payments for short term lease contracts and low value | 49,893 | 11,698
lease contracts |  |
Total cash outflow for leases | 832,735 | 605,365

Please refer to N ote 28 – Commitments and contingencies for lease commitments which have not yet
commenced as at 31 December 2023 and 2022.
16. Inventories

| 31 December | 31 December
| 2023 | 2022
| £ | £
Work in progress | 170,373 | 554,270
Finished goods | 625,796 | 455,211
Provisions | (172,248) | (157,145)
| 623,921 | 852,336

There is no material difference between the replacement cost of the stock and its carrying amount.
In the financial year ended 31 December 2023, the movement in stock provisions led to a credit to
inventories of £15,103 (2022: debit to inventories of £28,229) being recognized within cost of sales.
The cost of sales in respect of inventory was £3,7 29,853 (202 2: £3,954,673).
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17. Trade and other receivables
Trade and other receivables include mainly trade receivables and accrued income from contracts with
customers, tax debtors, prepayments, and other non-financial receivables. The breakdown of trade and
other receivable is as follows:

| 31 December | 31 December
| 2023 | 2022
| £ | £
Financial assets |  |
Trade receivables (net) | 5,169,475 | 3,903,617
Receivable of consideration of disposal | - | 100,000
Total financial assets | 5,169,475 | 4,003,617
Non-financial assets |  |
Accrued income | 2,791,706 | 2,021,338
Tax debtors | 1,084,842 | 27,420
Prepayments | 314,709 | 392,662
Other receivables | 27,907 | 59,901
Total non-financial assets | 4,219,164 | 2,501,321
Total trade and other receivables | 9,388,639 | 6,504,938

Accrued income results from revenue recognised from contracts with customers according to IFRS 15
but has not reached the agreed billing term, which belongs to contract assets.
Trade receivables are stated after provisions for impairment of £180,058 (2022: £185,765).

| 31 December | 31 December
| 2023 | 2022
| £ | £
Trade receivables | 5,349,533 | 4,089,382
Provisions for bad debts | (180,058) | (185,765)
Trade receivables (net) | 5,169,475 | 3,903,617

Further information for provisions of bad debts, please refer to Note 27.1 - Credit risk.
In period ended 31 December 2023, the movement in provision for impairment of trade receivables
resulted in a net expense to the co nsolidated statement of comprehensive income of £1,138 (December
2022: release to the consolidated statement of comprehensive income of £110).
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18. Cash and cash equivalents

| 31 December | 31 December
| 2023 | 2022
| £ | £
Cash at bank | 1,767,938 | 1,679,138
Cash in hand | 1,108 | 1,108
Cash at bank and in hand | 1,769,046 | 1,679,138

As at 31 December 2023 the Group had no restricted cash.
19. Equity
Share capital
The different shareholder classes can be summarized as follows:

| learnd Ltd |  | Learnd SE (formerly GFJ Acquisition) |  |  |
| (£0.00001 nominal value) |  | (€0.0384 nominal value) |  |  |
| Ordinary | Series A | Class A | Class B1 | Class B2 | Class B3
| Shares | Shares | Shares | Shares | Shares | Shares
As at 1 Jan, 2023 | 2,000,000 | 7,500,000 |  |  |  |
Capital reorganization | (2,000,000) | (7,500,000) | 7,289,581 |  |  |
Shares issued in recapitalization, net of redemptions |  |  | 16,984 | 1,250,000 | 1,250,000 | 1,250,000
Shares issuance to Backstop investors |  |  | 230,000 |  |  |
Shares issued/ sold |  |  |  |  |  |
after de-SPAC |  |  | 1,788,516 |  |  |
Transaction |  |  |  |  |  |
As at 31 December, 2023 | - | - | 9,325,081 | 1,250,000 | 1,250,000 | 1,250,000

Prior to the de-SPAC Transaction, the accounting acquirer learnd Ltd had 9,500,000 shares with a par
value of £0.00001, which resulted in a share capital of £95. On 18 January 2023 learnd Ltd and GFJ
Acquisition (now the Company) consummated the Business Combination which led to learnd Ltd listing
on the Frankfurt Stock Exchange and a capital reorganization of the learnd Group. See Note 5.1 – De-
SPAC Transaction for further information. As described in Note 5.1, the share capital of the accounting
acquirer is carried forward and then adjusted to reflect the number and type of shares, including the par
value of the outstanding share capital of the legal acquirer Learnd SE (formerly GFJ Acquisition).
On 18 January 2023, in connection with the De-SPAC Transaction, an increase of the share capital in
the amount of £244,919 due to the share capital restructuring of learnd Ltd and an increase in share
capital in the amount of £134,345 from the deemed issued shares consideration of leard Ltd to reverse
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acquire GFJ Acquisition, including the shares purchased by the backstop investors as part of the de-
SPAC Transaction. For further information, please refer to Note 5.1 - De-SPAC Transaction.
The movements in the share capital resulted from the following adjustment s to ref lect the par value, the
number and the types of the shares of the legal acquirer GFJ Acquisition resulted from the de-SPAC
Transaction as described in note 3.1.2, as well as the change of treasury shares after the consummation
of the de-SPAC Transaction from 19 January 2023 to 31 December 2023.
Class A Shares:
• On 15 October 2021, GFJ Acquisition had issued 15,000,000 redeemable public shares (or
“Class A Shares”) with a par value of €0.0384 per share, together with ½ Class A Warrants for
an aggregate price of €10.00 per unit. The proceeds were temporarily held in escrow and were
released upon the consummation of de-SPAC Transaction.
• In connection with the de-SPAC Transaction, 14,983,016 Class A shares were redeemed by
GFJ Acquisition’s holders of Public Shares for a price of €10.20 per share, resulting in
16,984
Class A shares outstanding after the redemption.
• Out of redeemed Class A shares described above, 230,000 Class A shares were purchased by
backstop investors for a price of €10.00 per share. The remaining redeemed shares were kept
as treasury shares.
• As part of the de-SPAC Transaction, 7,289,581 new Public Shares (“Class A Shares”) with par
value of €0.0384 were issued to learnd Ltd.’s Shareholders in exchange for the 9,500,000
shares of learnd Ltd, which were contributed to GFJ Acquisition.
Class B Shares:
• In 2021, GFJ Acquisition had issued 3,750,000 sponsor shares (“Class B shares”) at a par value
of €0.0384 per share. GFJ Acquisition created three classes of Class B Shares, namely Class
B1, Class B2 and Class B3 Shares, (together as “Class B Shares”). Upon and following the
completion of the de-SPAC Transaction, the Sponsor Shares convert on a one-on-one basis
into Public Shares in accordance with the following schedule:
1. Class B1 Shares convert into Class A Shares on the earlier date of the trading day following
the first anniversary of the consummation of the de-SPAC Transaction, or post
consummation of the de-SPAC Transaction, on which the closing price of the Class A
Shares for any 20 trading days within a 30 days trading period exceeds €12,00 (“Lock-up
End Date”);
2. Class B2 Shares convert into Class A Shares on the later date of the Lock-up End Date or
post consummation of the de-SPAC Transaction, the trading day after which the closing
price of the Class A Shares for any 10 trading days within a 30 day trading period exceeds
€12,00;
3. Class B3 Shares convert into Class A Shares on the later date of the Lock-up End Date or
post consummation of the de-SPAC Transaction, the trading day after which the closing
price of the Class A Shares for any 10 trading days within a 30 day trading period exceeds
€14,00.
After the closing of the de-SPAC Transaction from 19 January 2023 to 31 December 2023, 1,545,630
treasury shares (“Class A Shares”) were sold to private investors, 230,558 shares were given as part of
the consideration for acquiring Complete Energy Controls ltd on 5 May 2023, and 12,328 shares were
given to an external service provider to settle certain service fee in the amount of €90,000 in September
2023. As at 31 December 2023, there were 12,964,500 treasury shares held by the Company.
Hence, the share capital of the Group amounted to £439,218 and 13,075,082 shares are outstanding as
at 31 December, 2023, including 9,325,082 Class A shares and 3,750,000 Class B shares, each with a
nominal value of €0.0384.
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Share premium
Prior to the de-SPAC Transaction, no share premium was recognized by the accounting acquirer learnd
Ltd. As at the closing date of the de-SPAC Transaction 18 January 2023, the share premium of the
accounting acquirer learnd Ltd was adjusted for the share premium of the legal acquirer GFJ Acquisition.
These adjustments are described in the following. All amounts in euro were converted into GBP using
the exchange rate as at 18 January 2023 as listed in note 2.3.
As at incorporation the share capital of the Company was €120,000 represented by 12,000,000
redeemable class B shares without nominal value.
In 2021, the sole shareholder resolved to convert the existing 12,000,000 class B shares into 3,125,000
class B shares divided into 1,041,667 Class B1 shares, (ii) 1,041,667 Class B2 shares and (iii) 1,041,666
Class B3 shares.
In 2021, the sole shareholder of GFJ Acquisition contributed an amount €380,000 (£332,614) to the
equity of the Company without issuance of shares.
The issuance of 15,000,000 Class A Shares completed on 15 October 2021, resulted in an increase in
share premium in the amount of €149,349,000 (£13 0,725,180).
At the same date the M anagement Board of GFJ Acquisition has decided to increase the Company’s
share capital by an amount of €24,000 to an amount €720,000 through the issuance of 208,333 Class
B1 Shares, 208,333 Class B2 Shares and 208,334 Class B3 Shares for an aggregate price of €100,000,
which resulted in an increase in share premium of €76,000 (£66,523).
In connection with the de-SPAC Transaction, the following transactions resulted in the changes in share
premium:
• the redemption of 14,983,016 Class A Shares of GFJ Acquisition with €10.20 per share, resulted
in a decrease in share premium of €152,251,415 (£133,265,664).
• The purchase of 230,000 Class A shares by Backstop Investors with €10 per share, resulted in
an increase in share premium of €2,291,168 (£2,005,459).
• a decrease in the amount of £244,919 resulting from the share restructuring of learnd Ltd
Additionally, the share premium includes the share listing expense in the amount of £48,070,476
recognized according to IFRS 2 as a result of the de-SPAC Transaction. For further information, please
refer to Note 5.1 – De-SPAC Transaction.
GFJ Acquisition’s accumulated loss for the period from inception of 2 June 2021 until 18 January 2023,
which is the period before the de-SPAC Transaction, was reclassified to share premium, resulting in a
decrease in share premium of €28,985,358 (£25,370,884).
Furthermore, the issuance of 1,788,516 treasury shares after the consummation of the de-SPAC
Transaction from 19 January to 31 December 2023 resulted in an increase in share premium amounting
to an amount of £9,015,286. Share premium amounted to £31,334,071 as at 31 December 2023.
Foreign currency translation reserves
Foreign currency translation differences arise on translation of the Company to the presentation currency
of GBP of the Group amounting to £198,050 as at 31 December 2023 and are recognized in other
comprehensive income.
Retained earnings
Retained earnings include the accumulated losses attributable to the shareholders. As at 31 December
2023, the retained earnings amount to £(47,569,570). In connection with the de-SPAC Transaction, a
share listing expense in the amount of £48,070,476 is included in the retained earnings as at 31
December 2023.
For further information, please refer to Note 5.1- De-SPAC Transaction.
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Share-based payments reserve
As at 31 December 2023, the share-based payments reserve amounts to 2,759,377. This includes an
amount of £2,661,316 which was recognized for the fair value of the share-based options under IFRS 2.
For further information, please refer to Note 20 - Share-based payments.
20. Share-based payments
Prior to the de-SPAC Transaction, the Group headed by learnd Ltd provides share options to certain
employees and executive directors as remuneration (the “learnd Ltd. SOS”). Pursuant to the learnd Ltd.
SOS, the Management Board may in its discretion grant share options, entitling the beneficiary to acquire
a certain number of shares at a certain exercise price. Under the learnd Ltd. SOS 475,000 share options
were granted on 7 July 2021 and 52,500 were granted on 16 December 2022. The share options granted
in 2021 and 2022 have the following vesting period depending on an exit event: 25% of options granted
vested immediately, 25% of options vest 12 months after grant date, 25% of options granted vest 24
months after grant date and 25% of options granted vest 36 months after grant date. All options will
become vested and exercisable on a takeover event. All options generally expire on the earlier of
cessation of employment or tenth (10th) anniversary of date of grant.
These share options are measured at fair value at the date of the grant. The fair value is expensed on a
straight-line basis over the vesting period. The amount recognized as an expense is adjusted to reflect
the actual number of options that will vest.
In connection with the de-SPAC Transaction, the Group assumed the obligations under learnd Ltd’s
previously established share option scheme for certain of its employees and executives (the “learnd
SOS”). Pursuant to the learnd SOS, the Management Board may in its discretion grant share options,
entitling the beneficiary to acquire a certain number of shares at a certain exercise price. In this respect,
the Group entered into several option agreements and thereunder granted 527,500 options to employees
as replacements of the original share options granted by learnd Ltd to the same employees. At the same
time, the original share option agreements were terminated. Under the new option agreements, the
options are exercisable either on an exit event or on board decision. The newly granted options by the
Group were accounted for as modifications to the original learnd Ltd share options and under IFRS 2 for
the incremental fair value of share options granted to the Group employees as a result of the amendment
to the learnd SOS should be estimated and recognized. The incremental fair value granted is the
difference between the fair value of the new share options and that of the original share options, both
estimated as at the grant date of the new share options. The terms of the newly granted options are not
beneficial to the employees, as the exercisability is conditional upon an exit event or board decision and
learnd’s assessment is less than more likely than not as at 31 December 2023. Therefore, no expenses
were recognised for the newly granted options of this program as at 31 December 2023.
On 22 November 2023, supervisory board approved to grant the two founders of learnd limited
(“Founders”, and each a “Founder”) with 150,000 share options, each, in acknowledgment of the
exceptional work the Founders put into the Company, and its subsidiaries, and in consideration for the
excellent performance during the de-SPAC Transaction. The Founders are entitled to purchase shares
of the Company with the same exercise price under learnd SOS.
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The following table sets forth information regarding the outstanding employee share-based options as
at 31 December 2023 and 2022:

|  | Weighted
|  | average exercise
|  | price per share
|  | option
| No. of shares options |
Outstanding as at 31 December 2021 | 475,000 | £0.01
Thereof exercisable | - | -
Granted | 52,500 | £0.01
Cancelled |  |
Exercised | - | -
Outstanding as at 31 December 2022 | 527,500 | £0.01
Thereof exercisable | - | -
Granted | 827,500 | €0.04
Cancelled | (527,500) | £0.01
Exercised | - | -
Outstanding as at 31 December 2023 | 827,500 | €0.04
Thereof exercisable | 300,000 | €0.04
Weighted average remaining contractual life (years) | 9.9 |

Measurement of fair values
The fair value at the grant date is determined using the Black-Scholes model that takes into account the
exercise price, the term of the option, the impact of dilution (where material), the historical share price at
grant date and expected price volatility of the underlying share, the risk-free interest rate for the term of
the option and the correlations and volatilities of peer group companies.
In determining the share price for the options grant in the financial year ended 31 December 2022
management took into account the consideration paid for the Group’s acquisitions and calculated the
relevant EBITDA multiple. The multiple was then applied to the EBITDA of the learnd Group.
The share prices for the options granted in the financial year ended 31 December 2023 are determined
using the share price of the Company at the respective grant dates.
Historical volatility has been based on an evaluation of the historical volatility of the Company’s share
price, particularly over the historical period commensurate with the expected term (if available). The
expected term of the instruments has been based on management expectation.
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based
payment plans were as follows:
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| Share options - 2023 |
| Founder share options | Learnd SOS
Fair value per option at grant date | 9.86 | 10.06
Share price at grant date | 9.9 | 10.2
Exercise price | 0.04 | 0.04
Historical volatility | 27.60% | 10.15%
Expected life (weighted average) | 2.5 | 3
Expected dividends | 0 | 0
Risk-free interest rate (based on government bonds) | 2.81% | 2.16%

The incremental fair value of options granted on 18 January 2023 under the learnd SOS was
EUR 9.71
and EUR 9.74 per option, respectively. However, as the likelihood of an
exist event or board decision is
less than mostly likely than not as at 31 December 2023, no expense was recognized for the period.

|  | Share options – 2021 and 2022 |
| 2021 grant | 2022 grant |
Fair value per option at grant date |  | 0.35 | 0.32
Share price at grant date |  | 0.36 | 0.33
Exercise price |  | 0.01 | 0.01

The total share-based payment expense for the year ended 31 December 2023 was £2,661,317 (2022:
£41,853). This relates to share options accounted for as equity-settled share-based payment
transactions during the year.
21. Capital management
The Management Board policy is to maintain a strong capital base so as to maintain investor, creditor
and market confidence and to sustain future development of the business. Management monitors the
capital-to-overall financing ratio on a regular basis to continually assess the adequacy of the Group’s
capital structure and capacity.
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The capital-to-overall financing ratio for the financial year ended 2023 and 2022 was calculated as
follows:

| 31 December | 31 December
| 2023 | 2022
| £ | £
Total equity | (12,838,854) | 1,967,505
Capital | (12,838,854) | 1,967,505
Total equity | (12,838,854) | 1,967,505
Borrowings | 7,714,502 | 6,433,266
Leasing liabilities | 2,578,763 | 2,034,695
Overall financing | (2,545,589) | 10,435,466
Capital-to-overall financing ratio | 5.04 | 0.19

Group management is also in constant discussion with its banks to obtain new credit lines and
approaching potential investors for issuance of its treasury shares or new Class A shares to always
maintain sufficient liquidity for the Group. The Group has obtained a new credit line in the subsequent
period after the reporting date. For details, please refer to note 32. Subsequent events.
For further information regarding loan covenants, please refer to Note 22 – Loans and borrowings.
22. Loans and borrowings
Current and non-current loans and borrowing recognised in the Group’s consolidated statement of
financial position are as follows:

| 31 December | 31 December
Loans and borrowings | 2023 | 2022
| £ | £
Current |  |
Bank loans | 506,667 | 262,327
Shareholder loan AFT Tech | 3,612,470 | 3,462,470
Shareholder loan GFJ Holding (accrued interest) | 58,161 | -
Other loans | 25,755 | -
Total current | 4,203,053 | 3,724,797
Non-current |  |
Bank loans | 2,073,171 | 2,708,469
Shareholder loan GFJ Holding | 1,438,278 | -
Total non-current | 3,511,449 | 2,708,469
Total | 7,714,502 | 6,433,266

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Terms and repayment schedule
The terms and conditions of outstanding loans are as follows:

Loans and | Original |  | Interest | Effective | Nominal | Carrying
borrowings | currency | Matures in | type | interest | value | amount
|  |  |  | rate in % |  |
31 December 2023 |  |  |  |  |  |
Bank Loans | GBP | May 2027 | Variable-rate | 11.23 | 2,579,838 | 2,579,838
|  |  | interest |  |  |
Shareholder loan AFT |  | No fixed | Fixed-rate |  |  |
Tech | GBP | repayment | interest | 5 | 3,612,470 | 3,612,470
|  | date |  |  |  |
Shareholder loan GFJ | EUR | December | Fixed-rate | 2.5 | 1,496,439 | 1,496,439
Holding |  | 2025 | interest |  |  |
Other loans | GBP | June 2026 | Fixed-rate | 2.55 | 25,755 | 25,755
|  |  | interest |  |  |
Total |  |  |  |  | 7,714,502 | 7,714,502

Loans and | Original |  | Interest | Effective | Nominal | Carrying
borrowings | currency | Matures in | type | interest | value | amount
|  |  |  | rate in % |  |
31 December 2022 |  |  |  |  |  |
Bank Loans | GBP | May 2027 | Variable-rate | 9.79 | 2,970,796 | 2,970,796
|  |  | interest |  |  |
Shareholder loan AFT |  | No fixed | Fixed-rate |  |  |
Tech | GBP | repayment | interest | 5 | 3,462,470 | 3,462,470
|  | date |  |  |  |
Total |  |  |  |  | 6,433,266 | 6,433,266

In November 2022, Aimteq Solutions Limited (renamed to learnd UK Limited subsequently) entered into
a loan agreement with an alternative finance provider Thincats Loans Limited (“Thincats”), under which
Thincats provided Aimteq Solutions Limited with two loan facilities A and B (“Bank Loans”) in the amount
of £ 2,000,000 and £ 1,000,000, respectively. The loan facility A is payable monthly in the amount of
£ 37,037 and loan facility B is payable at the end of a fixed term of 54 months from the date of drawdown.
Both loan facilities bear a variable interest rate consisting of a base rate plus 6.75% margin per annum.
The base rate is determined by the Bank of England’s Bank Rate as published by the Bank of England
from time to time. Interest payments are due on a monthly basis. The entities of learnd Lt d, Comfort
Controls (Group) Limited, Comfort Controls Ltd., Comfort Controls (Midlands) Limited, Comfort Controls
(Services) Limited, Complete Energy Controls Ltd., Enterprise Solutions Holdings Limited, Aimteq
Energy Management Limited and WEMS Energy Centre Limited are the security and guarantee parties
to these two loan facilities. As at 31 December 2023, the loan balance includes £2,555,556 of principal
and £24,282 of interest (31 December 2022: £2,962,963 of principal and £7,833 of interest).
Other loan w as acquired from the acquisition of CEC, which was obtained by CEC from Coronavirus
Business Interruption Loan Scheme (CBILS) in UK. For the related terms to this loan please refer to the
schedule above. The Group plans to repay this loan in 2024 and therefore presents this loan as short
term borrowings in the statement of financial position as at 31 December 2023.
Information regarding shareholder loans please refer to Note 29 – Related party transactions.
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Loan Covenants
Bank loan covenants
Pursuant to the loan agreement with Thincats, learnd Limited must comply with the following financial
covenants during the duration of the bank loan s:
Learnd Limited was required to comply with a permitted financial indebtedness covenant. The aggregate
amount of the group’s obligations for or in respect of financial indebtedness shall not exceed the
aggregate of its obligations in respect of respective bank loan.
Learnd Limited was also required to comply with a maximum leverage covenant whereby total debt to
earnings before interest, taxes, depreciation and amortisation shall not exceed a ratio of 1.7 5:1.
Furthermore, learnd Limited was required to comply with a minimum liquidity covenant whereby the
group shall maintain a minimum unencumbered cash balance in the amount of £250,000.
Additionally, learnd Limited was required to comply with a debt service cover whereby the ratio of cash
flow available for debt service (“CFADS”) to debt service shall not be less than the ratio of 1.20:1.
As at 31 December 2023, learnd Limited does not fulfil the covenant requirements, however the bank
did not take any measurement regarding the breach of covenant and this loan still presented as non-
current loan in the consolidated statement of financial posotion. As at 31 December 2022, learnd Limited
was in compliance with all financial covenants set by the facility agreements with the banks.
23. Provisions
The provision consists of warranty provisions learnd Limited provided to customers for installation
services on site in 2022.

£ | Warranties
At 1 January 2023 | 11,276
Added during the year | 7,234
Used during the year | (7,234)
Reversed during the year | -
At 31 December 2023 | 11,276
Date of maturity |
Current | -
Non-current | 11,276
Total Provisions | 11,276

£ | Warranties
At 1 January 2022 | 98,540
Added during the year | -
Used during the year | (134)
Reversed during the year | (87,130)
At 31 December 2022 | 11,276
Date of maturity |
Current | -
Non-current | 11,276
Total Provisions | 11,276

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

| 31 December | 31 December
| 2023 | 2022
| £ | £
Financial liabilities |  |
Trade payables | 3,280,103 | 2,854,752
Accrued liabilities | 6,696,490 | 2,000,355
| 9,976,594 | 4,855,107
Non-financial liabilities |  |
Deferred income | 699,688 | 1,829,707
Other taxation and social security | 2,101,270 | 785,844
Other payables | 559,996 | -
| 3,360,953 | 2,615,551
Total trade and other payables | 13,337,547 | 7,470,658

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25. Notes to the consolidated statement cashflow statement
The following table provides a reconciliation between the opening and closing balances in the
consolidated statement of financial position. The changes from financing cash flows of loans and
borrowings and lease liabilities are presented separately.

Loans and borrowings & Lease liabilities | Lease | Loans and |
(Reconciliation of movements) | Liabilities | borrowings | Total
£ |  |  |
Balance as at 1 January 2023 | 2,034,695 | 6,433,267 | 8,467,962
Proceeds from loans and borrowings | - | - | -
Repayments of loans and borrowings | - | (413,942) | (413,942)
Proceeds from shareholder loans | - | 695,224 | 695,224
Repayment of shareholder loans | - |  |
|  | (695,224) | (695,224)
Payments of the principal portion of lease liabilities |  | - |
| (655,063) |  | (655,063)
Interest paid | (127,779) | (304,818) | (432,597)
Total Changes from financing cash flows | (782,842) | (718,760) | (1,501,602)
Liability-related |  |  |
Changes in consolidation scope | - | 1,438,280 | 1,438,280
Changes from disposals | (12,649) | - | (12,649)
New lease liabilities | 1,211,780 | 32,291 | 1,244,071
Interest expense | 127,779 | 529,425 | 657,205
Total liability-related other changes | 1,326,910 | 1,999,996 | 3,326,906
Balance as at 31 December 2023 | 2,578,763 | 7,714,502 | 10,293,266

Loans and borrowings & Lease liabilities | Lease | Loans and |
(Reconciliation of movements) | Liabilities | borrowings | Total
£ |  |  |
Balance as at 1 January 2022 | 1,007,927 | 5,646,386 | 6,654,313
Proceeds from loans and borrowings | - | 988,874 | 988,874
Repayments of loans and borrowings | - | (587,561) | (587,561)
Payments of the principal portion of lease liabilities | (513,840) | - | (513,840)
Interest paid | (79,828) | (85,396) |
|  |  | (165,224)
Increase in discounting facility | - | 334,244 | 334,244
Total Changes from financing cash flows | (593,667) | 650,161 | 56,494
Liability-related |  |  |
Changes in consolidation scope | - | (141,658) | (141,658)
Changes from disposals | (8,655) | - | (8,655)
New lease liabilities | 1,549,263 | - | 1,549,263
Interest expense | 79,828 | 278,378 | 358,206
Total liability-related other changes | 1,620,436 | 136,720 | 1,898,814
Balance as at 31 December 2022 | 2,034,695 | 6,433,266 | 8,609,620

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26. Financial instruments
The following table shows the classification of financial assets and financial liabilities in accordance with
IFRS 9 Financial Instruments and their carrying amounts as at 31 December, 2023 and 2022:
Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities,
including their levels in the fair value hierarchy. It does not include fair value information for financial
assets and financial liabilities not measured at fair value if the carrying amount is a reasonable
approximation of fair value.

31 December 2023 |  | Carrying amount |  |  | Fair value
£ | AC | FVTPL | Level 1 | Level 2 | Level 3
Financial assets measured at amortised cost |  |  |  |  |
Cash and cash equivalents | 1,769,046 | - | - | - | -
Trade receivables | 5,169,475 | - | - | - | -
Financial liabilities measured at amortised cost |  |  |  |  |
Loans and borrowings (current and non-current) | 7,714,502 | - | - | - | -
Trade payables and accrued | 9,976,594 | - | - | - | -
liabilities |  |  |  |  |
Lease liabilities (current and non- current) | 2,578,763 | - | - | - | -
Financial liabilities measured at FVTPL |  |  |  |  |
Class A warrants | - | 6,322,339 | - | - | 6,322,339
Class B warrants | - | 7,576,306 | - | - | 7,576,306
| 27,208,380 | 13,898,645 | - | - | 13,898,645

31 December 2022 | Carrying amount |  |  | Fair value |
£ | AC | FVTPL | Level 1 | Level 2 | Level 3
Financial assets measured at amortised cost |  |  |  |  |
Cash and cash equivalents | 1,679,138 | - | - | - | -
Trade receivables | 3,903,617 | - | - | - | -
Receivable of consideration of disposal | 100,000 | - | - | - | -
Financial liabilities measured at amortised cost |  |  |  |  |
Loans and borrowings (current and non-current) | 6,433,266 | - | - | - | -
Trade payables and other accrued | 4,855,107 | - | - | - | -
liabilities |  |  |  |  |
Lease liabilities (current and non- current) | 2,034,695 | - | - | - | -
|  | - | - | - | -
| 19,005,823 | - | - | - | -

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Financial instruments measured at amortised costs
Financial assets that are measured at amortised cost consist of cash and cash equivalents and trade
receivables from contracts with customers. Accrued income from contracts with customers (contract
assets) recognized according to IFRS 15 is exclude from the table above. Financial assets as at 31
December 2022 also include the receivable related to the disposal of lift business. All amounts are short-
term. Therefor the net carrying amount of trade receivables is considered a reasonable approximation
of fair value.
Financial liabilities that are measured at amortised cost consist of all current and non-current liabilities
other than deferred income from contracts with customers (contract liabilities) recognized according to
IFRS 15 and tax related liabilities. The net carrying amounts of all financial liabilities are considered a
reasonable approximation of their fair values, due to either short-term in nature or bearing market interest
rates.
Financial instruments measured at fair value - Class A and Class B warrants
7,500,000 Class A warrants and 7,145,833 Class B warrants of learnd SE were part of the liabilities
assumed by learnd Ltd from learnd SE during the de-SPAC Transaction. The Class A and Class B
warrants of learnd SE do not meet the criteria for treatment as equity under IAS 32, which requires the
warrants to be recognized as financial liabilities at fair value through profit or loss.
As at 31 December, 2023, the fair value of Class A and Class B warrants were independently valued
using the average of Binomial Option Pricing and Monte Carlo models (level 3). The significant inputs to
the valuation model include the contractual terms of the warrants (i.e. exercise price, maturity), risk free
rates of German government bonds and volatility. As learnd SE has consummated a Business
Combination with learnd Limited on 18 January 2023, the volatility was calculated by reference to the
volatilities of companies operating in similar sectors of learnd Group (“peers”). A discount rate for lack
marketability was applied for Class B warrants to reflect the transfer restrictions of Class B warrants.
The fair value of warrants decreased from €1.34 per Class A warrant and €2.03 per Class B warrant as
at the closing of the de-SPAC Transaction at 18 January 2023 to €0.97 per Class A warrant and €1.22
per Class B warrant as at 31 December 2023, resulting in a decrease in fair value of warrant liabilities
and a gain recognised for the period of £7,441,613 (€8,563,12 5).
Changes between levels 2 and 3 and changes in measurement methods
There were no changes between the levels of the fair value hierarchy in the 2023 financial year. In
addition, there were also no changes in the valuation techniques applied as at 31 December 2023 from
18 January 2023.
27. Financial Risk Management
The Group uses a range of financial instruments to manage the business. The main risks arising from the
Group's financial instruments are credit risk, liquidity risk, and market risk including currency risk and
interest rate risk. The Directors review and agree policies for managing each of these risks and they are
summarised below. These policies have remained unchanged from the previous year.
27.1 Credit Risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet
its contractual obligations. The Group's principal financial assets are cash and cash equivalents and
trade debtors. The principal credit risk arises therefore from its trade debtors. In order to manage credit
risk, the Directors set limits for customers based on a combination of pa yment histories and third-party
credit references. Where it is not possible to obtain a credit limit, or an amount is requested by the
customer in excess of the allocated amount, such cases are reviewed and approved by the Directors
accordingly. Credit limits are monitored by the credit controller on a regular basis in conjunction with
debt ageing and collection history.
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The Group also operates a credit insurance policy which hedges against this risk.
Cash and cash equivalents mainly consists of cash at banks. The corresponding creditworthiness of
banks is monitored regularly. The Group determines that its cash and cash equivalents are subject to
a very low default risk based on the external ratings and the short remaining terms. No impairment
losses on cash and cash equivalents were therefore recognized in the financial years ended 31
December 31, 2023 and 2022.
For trade receivables, the Company applies the so-called “simplified approach” and recognizes the
expected credit losses over the entire remaining term already upon addition. Under the simplified
approach, the Company determines the expected credit losses by considering historical default rates on
the basis of historical default data from the last financial year and taking into account forward-looking
macroeconomic indicators.
A bad debt provision is recognized on an individual basis under the simplified approach if one or more
events with an adverse effect on the debtor’s credit rating have occurred. These events are, among
others, payment delays, an impending insolvency or concessions by the debtor due to payment
difficulties. Trade receivables are written off directly when their recoverability is no longer reasonably
expected. This is the case, for example, when the debtor is determined to be insolvent.
Included in trade receivables and accrued income related to contracts with customers are the following
amounts that are past due at the reporting date by the following periods:

| 31 December | 31 December
| 2023 | 2022
| £ | £
Non-overdue receivables and accrued income | 3,770,541 | 2,214,586
1 - 30 days | 1,131,703 | 983,562
30 - 60 days | 252,991 | 214,622
60 - 90 days | 25,622 | 333,658
Over 90 days | 168,676 | 342,954
| 5,349,533 | 4,089,382
Bad debts provision as at year end | 180,058 | 185,765
% of bad debts provision at year end | 3% | 5%

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Expected credit loss on trade receivables have developed in the financial years ended 31 December
2023 and 2022 as follows:

Balance at 1 January 2023 | 185,765
Utilisation of impairment | (7,322)
Reversal of impairment | (46,862)
Additional impairment recognised | 48,000
Acquisitions | 477
Balance at 31 December 2023 | 180,058
Balance at 1 January 2022 | 233,930
Utilisation of impairment | (48,055)
Additional impairment recognised | 39,000
Reversal of impairment | (37,000)
Disposal | (2,110)
Balance at 31 December 2022 | 185,765

27.2 Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Group seeks to
manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to
invest cash assets safely and profitably. The group operates a central treasury management
function, headed and controlled by learnd Ltd. The table below shows cashflow between periods. Cash
is forecasted and monitored daily to ensure the business can meet its short and long term needs.

| 31 December | 31 December
| 2023 | 2022
| £ | £
Cash and cash equivalents at start of year | 1,679,138 | 1,424,632
Net increase in cash and cash equivalents | 89,908 | 254,506
Cash and cash equivalents at end of year | 1,769,046 | 1,679,138

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The following table shows the remaining contractual maturities of the Group’s financial liabilities at the
reporting date. The amounts are gross and undiscounted and include contractual interest payments:

Liquidity risk | Carrying | Total | <1 years | 1-5 years | More than
| amount |  |  |  | 5 years
£ |  |  |  |  |
31 December 2023 |  |  |  |  |
Borrowings | 7,714,502 | 7,714,502 | 4,203,054 | 3,511,449 | -
Lease liabilities | 2,578,763 | 2,985,379 | 857,885 | 1,818,971 | 308,523
Trade payables and accruals | 9,976,594 | 9,976,594 | 9,976,594 | - | -
Warrants | 13,898,645 | 13,898,645 | - | 13,898,645 | -
Total | 34,168,504 | 34,575,120 | 15,037,532 | 19,229,064 | 308,523

Liquidity risk | Carrying | Total | <1 years | 1-5 years | More than
| amount |  |  |  | 5 years
£ |  |  |  |  |
31 December 2022 |  |  |  |  |
Borrowings | 6,433,266 | 6,433,266 | 3,724,797 | 2,708,469 | -
Lease liabilities | 2,034,695 | 2,862,645 | 745,101 | 1,716,464 | 401,080
Trade payables and accruals | 4,855,107 | 4,855,107 | 4,855,107 | - | -
Total | 13,323,068 | 14,151,018 | 9,325,005 | 4,424,933 | 401,080

27.3 Market risk
Currency Risk
The Group is exposed to translation and transaction foreign exchange risk. Onl y 4% the Group's revenue
is in foreign currency (2022: 2%). Most of the revenue is priced and invoiced in sterling but
occasionally is invoiced in the applicable foreign currencies. The Group also has a natural hedge, as it
does purchse some equipment from Europe and incurs costs in Luxemburg after the Business
Combination with learnd SE and uses Euros to settle the acquisition or service costs.
In 2023 foreign currency translation resulted in other comprehensive income of £198,050 (2022: £0)
from translating learnd SE’s financial statements from Euro to sterling, the Group’s reporting currency.
The foreign currency translation amount is not significant. Therefore, the group does not see any
significant currency risk in this regard as at 31 December 2023. At the same time, management is
closely monitoring the transactions of learnd SE and restructure the function of it within the learnd Group
to better control and reduce any potential financial risks exposed to the Group.
Interest Rate Risk
The Group is exposed to minimal interest rate risk, as all external borrowings have fixed interest rates,
except one loan facility with variable interest rates which have been repaid in February 2024.
Other market risks
The Group is not significantly exposed to other market risks.
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28. Commitments and contingencies
The group has committed to several car leases which have not yet commenced as at 31 December
2023. These lease commitments all have durations of 48 months with different starting date in January
or February 2024 and monthly payment obligations in the total amount of £5,370 including monthly lease
payments and maintenance cost (31 December 2022: £7,434).
Learnd Group is not involved in any court or arbitration proceedings that could have a material effect on
the financial position of learnd Group.
29. Related party transactions
Controlling party
On 18 January 2023, learnd Limited was legally acquired by learnd SE, a company incorporated in
Luxembourg, which is listed on the Frankfurt Stock Exchange. As at 31 December 2023, the ultimate
controlling party is Josef Brunner.
As at 31 December 2022 learnd Limited was owned by private shareholders and was majority owned
and controlled by AFT Tech Ventures AG, a company with a registered office in Switzerland. The ultimate
controlling party was Josef Brunner.
Key management personnel
The Group key management personnel are considered to be the statutory Directors in the year, i.e. John
Clifford, Simon Wood and Jennifer Rudder. In the financial year ended 31 December 2023, the total
remuneration of the key management personnel amount s to £6,885,982 (2022: £1,154,637).
Directors’ remuneration breakdown is as follows:

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Short-term employee benefits | 4,268,294 | 1,117,912
Share-based compensation | 2,574,347 | -
Company contributions to money purchase pension schemes | 43,341 | 36,725
| 6,885,982 | 1,154,637

There are no other personnel that meet the definition of key management personnel under IAS 24,
other than the Directors.
For further information regarding the share-based payments for key management personnel, please refer
to N ote 20 – Share-based payments.
Supervisory Board
Through the De-SPAC transaction learnd Limited became a listed company. According to the listing
requirements a supervisory board was established in January 2023. The current members of the
Supervisory Board did not receive any compensation in 2023 and will be entitled to a fixed remuneration
of 10,000 shares per financial year starting in 2024.
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During the financial year ended 31 December 2023, the Supervisory Board is composed of the following
members:
• Gisbert Rühl
• Josef Brunner
• Stefan Spang
Related party transactions
In the financial year ended 31 December 2022, KVI Aimteq Limited, as one of the Group’s shareholders,
provided a shareholder loan of £3,000,000 to learnd Ltd (“Shareholder loan AFT Tech”). This
Shareholder loan AFT Tech does not have a set repayment schedule, bears an annual interest of 5%
and is unsecured. In September 2022, as part of AFT Tech Ventures AG’s acquisition of all shares held
by KVI Aimteq Ltd, the loan note along with its accumulated interest was transferred to AFT Tech
Ventures AG (“AFT Tech”), with the acquisition finalised on 17 November 2022. The balance of the
Shareholder loan AFT Tech as at 31 December 2023 comprises of £ 3,000,000 principal and £ 612,470
interest outstanding. The balance of the Shareholder loan AFT Tech as at 31 December 2022 comprises
of £ 3,000,000 principal and £ 462,470 interest outstanding.
Since 31 May 2022, GFJ Holding GmbH & Co.KG (“GFJ Holding”), the shareholder of the Company,
provided the Company under several shareholder loan agreements with £ 1,438,278 (€ 1,655,000) in
thirteen instalments. On 30 January 2023, the two parties entered into a shareholder loan agreement to
rearrange these loans into one loan (“Shareholder loan GFJ Holding”). The Shareholder loan GFJ
Holding has a fixed repayment date on 31 December 2025 and bears interest at an annual rate of 2.5%.
It is unsecured. The Shareholder loan GFJ Holding balance as at 31 December 2023 comprises £
1,438,278 (€ 1,655,000) principal recorded in the consolidated statement of financial position under
“loans and borrowings (non-current)”, and £ 58,161 (€ 66,925) interest categorized under “short term
borrowings”.
On 17 March 2023 the Company entered into a EUR 800,000 (£ 695,240) shareholder loan agreement
with GFJ Holding with 2% interest per annum. On 24 November 2023, the Company repaid this loan in
the full amount of £ 695,240 (€ 800,000) and with the total interest accrued thereon up to the repayment
date.
30. Employees
Employment costs
Employment costs for the year including directors were as follows:

|  | Year ended
| 31 December | 31 December
| 2023 | 2022
| £ | £
Wages and salaries | 18,152,058 | 10,426,976
Social security costs | 1,415,214 | 1,191,579
Pension costs | 437,666 | 249,315
| 20,004,938 | 11,867,870

The Group operates a defined contribution pension scheme and is also making employer contribution
to defined contribution private pension plans for the directors and employees who opt to pay to private
pensions. The assets of the pension scheme are held separately from those of the Group in an
independently administered fund. Total p ension payments to the pension scheme and private pensions
recognised as an expense during the period amount to £ 437,666 (2022: £ 249,315). The pension cost
charge represents contributions pay able by the Group to the fund and the private pension plans and the
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amount paid in the financial year ended 31 December 2023 amounted to £ 422,680 (2022: £ 246,974).
Contributions totalling £ 93,121 (2022: £ 53,220) were pay able to the fund and private pension plans as
at 31 December 2023.
Number of employees
The average number of employees (including directors) during the year was 211 (2022: 192).

| 31 December | Year ended |
|  | 31 December 2022 |
| 2023 |  |
Sales and administration |  | 45 | 41
Management |  | 7 | 6
Engineering and technical |  | 159 | 145
|  | 211 | 192

31. Audit service fees
The total fees charged by our external auditors during the years 2023 and 2022 amounted to:

| Year ended |
| 31 December | 31 December
| 2023 | 2022
| £ | £
Audit services | 512,014 | 137,800
Other confirmation services | - | 119,150
Tax compliance services | - | 34,625
Corporate finance transactions | - | 80,000
Other services | 19,895 | 29,048
| 531,909 | 400,623

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32. Subsequent events
Group restructuring
On 23 February 2024, learnd Acquisition S.á r.l (a company newly incorporated on 27 November 2023)
acquired the entire issued share capital of learnd Limited from learnd SE in exchange for an issuance
of new ordinary shares in learnd Acquisition S.á r.l to learnd SE.
Group refinancing
On 9 February 2024, learnd Acquisition S.á r.l entered into a loan agreement with P Capital Partner AB
as arranger and multiple banks as original lenders, under which the Group will be provided with three
credit facilities totalling EUR 30 million including Acquisition Facility in the amount of EUR 12.5 million,
Facility A in the amount of GBP 7.5 million, and Facility B in the amount of EUR 17.5 million less the
EUR-equivalent amount of GBP 7.5 million. All the three credit facilities are with term of five years and
bearing variable interest rates.
On 23 February 2024, learnd Acquisition S.á r.l drawn down €8,725,000 from the Acquisition Facility to
make payment of the cash considerations and transaction costs of two acquisitions which are introduced
below. Additionally, learnd Limited has drawn down £7.5 million from the Facility A. The draw down in
learnd Limited has been partially used to repay the bank loans from ThinCats with principal of £2.48
million and accrued interest of £25 thousand as at the date of repayment.
Restructuring of AFT Tech Ventures Loan
In February 2024, learnd SE assumed the £3 million shareholder loan and £625 thousand accrued
interest payable by learnd Limited to AFT Tech Ventures.
Acquisition of Crucible Holding Limited
On 13 February 2024, learnd Ltd acquired 100% of the share capital of Crucible Holding Limited, a UK
business, and its subsidiaries, thereby obtaining control. The acquisition was made to leverage the
target’s installation base for its own proprietary software and consolidate its geographical outreach within
the UK market.
The acquisition was settled in a cash consideration of £3,285,000 and retention of £100,000 payable by
Learnd Ltd. and 310,465 existing treasury shares of Learnd SE with a current market value of €8.30 per
share.
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The details of the business combination are as follows:
Acquisition of Ashdown HVAC Controls Limited, ACS Maintenance Limited, and Ashdown
Control Switch Gear Limited
On 23 February 2024, learnd acquired 100% of the issued capital of three Irish incorporated and tax
resident companies: Ashdown HVAC Controls Limited, ACS Maintenance Limited, and Ashdown Control
Switch Gear Limited (collectively Ashdown Controls Group), Irish business, thereby obtaining control.
The acquisition was made to expand the Group’s client base and geographic outreach into Ireland.
Learnd Acquisition S.á r.l acquires 68% of the issued share capital of these three companies with a cash
consideration of £4,029,837 million. Learnd SE acquires the remaining 32% of the issued share capital
in exchange for an issue of 230,303 new Public (Class A) shares with a current market value of €8.30
per share (i.e. total share consideration of €1.9 million).
The details of the business combination are as follows:

| £
Fair value of consideration transferred |
Initial cash consideration | 3,285,000
Retention | 100,000
Share-based consideration | 2,200,000
Total | 5,585,000
Recognised amounts of identifiable net assets |
Intangible assets (Customer relationships) | 1,215,000
Intangible assets (software) | 719,000
Property, plant and equipment | 40,159
Total non-current assets | 1,974,159
Trade and other receivables | 830,448
Cash and cash equivalents | 1,370,000
Inventories | 70,330
Applications | 833,635
Other debtors | 58,381
Total current assets | 3,162,794
Trade and other creditors | (538,139)
Taxation & social security | (171,726)
Other creditors | (322,020)
Corporation Tax Liability | (200,000)
Total current liabilities | (1,231,885)
Identifiable net assets | 3,905,108
Goodwill on acquisition | 1,679,892
Consideration transferred settled in cash | 4,410,000
Cash and cash equivalents acquired | (1,370,000)
Net cash outflow on acquisition | 3,040,000
Acquisition costs charged to expenses | € 128,778

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Due to the fact that the closing date accounts of the two targets are still in the process of preparation, the
purchase price allocations of the two acquisitions illustrated above are still subject to change as at the date
of the authorisation of the issuance of the consolidated financial statements of the learnd Group.

Fair value of consideration transferred |
Cash consideration | 4,029,837
Share-based consideration | 1,900,000
Total | 5,929,837
Recognised amounts of identifiable net assets |
Customer Relationships | 958,000
Property, plant and equipment | 503,759
Total non-current assets | 1,488,759
Trade and other receivables | 2,441,379
Cash and cash equivalents | 80,611
Inventories | 2,058,154
Other debtors | 530,814
Intercompany debtors and creditors | (308,708)
Total current assets | 4,802,250
Trade and other creditors | (270,204)
Taxation & social security | (123,816)
Other creditors | 26,465
Loans | (145,658)
Invoice Discounting Facility | (1,134,291)
Finance Leases | (166,254)
Corporation Tax | (123,541)
Total current liabilities | (1,937,299)
Identifiable net assets | 4,326,710
Less: Excluded items | (2,793,719)
Adjusted Net Asset Value | 1,532,992
Goodwill on acquisition | 4,396,845
Consideration transferred settled in cash | 3,570,000
Cash and cash equivalents acquired | (80,611)
Net cash outflow on acquisition | 3,489,389
Acquisition costs charged to expenses | € 395,961

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Learnd SE
Luxembourg, 30 April 2024
Simon Wood
Member of the Management Board
John Clifford
Member of the Management Board
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