1
LEARND SE
ANNUAL REPORT
AS AT AND FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2023
LEARND SE
ANNUAL REPORT 2023
2
CONTENTS
Page
Group Management Report 3
Consolidated Financial Statements 19
LEARND SE
GROUP MANAGEMENT REPORT 2023
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LEARND SE
GROUP MANAGEMENT REPORT
AS AT AND FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2023
LEARND SE
GROUP MANAGEMENT REPORT 2023
4
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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GROUP MANAGEMENT REPORT 2023
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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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GROUP MANAGEMENT REPORT 2023
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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 Management 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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GROUP MANAGEMENT REPORT 2023
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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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GROUP MANAGEMENT REPORT 2023
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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. This
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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GROUP MANAGEMENT REPORT 2023
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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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GROUP MANAGEMENT REPORT 2023
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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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GROUP MANAGEMENT REPORT 2023
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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.
LEARND SE
GROUP MANAGEMENT REPORT 2023
15
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.
LEARND SE
GROUP MANAGEMENT REPORT 2023
16
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 learnd
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.
LEARND SE
GROUP MANAGEMENT REPORT 2023
17
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.
LEARND SE
GROUP MANAGEMENT REPORT 2023
18
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
DocuSign
Envelope
ID:
AED28A6E-132C-41A7-9571-0DB093190FBE
niazars
Mazars
Luxembourg
5,
rue
Guillaume
J.
Kroll
L-1882
Luxembourg
Luxembourg
Tel:
+352
27
114
1
Fax:
+352
27
114
20
www.mazars.lu
To
the
Shareholders
of
learnd
SE
Societe
europeenne
R.C.S.
Luxembourg
B255487
9,
rue
de
Bitbourg
L
-
1273
Luxembourg
REPORT
OF
THE
REVISEUR
D'ENTREPRISES
AGREE
Report
on
the
Audit
of
the
Consolidated
Financial
Statements
Opinion
We
have
audited
the
consolidated
financial
statements
of
learnd
SE
and
its
subsidiaries
(the
"Group")],
which
comprise
the
consolidated
statement
of
financial
position
as
at
31
December
2023,
and
the
consolidated
statement
of
comprehensive
income,
consolidated
statement
of
changes
in
equity
and
consolidated
statement
of
cash
flows
for
the
year
then
ended,
and
the
notes
to
the
consolidated
financial
statements,
including
a
summary
of
significant
accounting
policies.
In
our
opinion,
the
accompanying
consolidated
financial
statements
give
a
true
and
fair
view
of
the
consolidated
financial
position
of
the
Group
as
at
31
December
2023,
and
of
its
consolidated
financial
performance
and
its
consolidated
cash
flows
for
the
year
then
ended
in
accordance
with
International
Financial
Reporting
Standards
("IFRS")
as
adopted
by
the
European
Union.
Basis
for
Opinion
We
conducted
our
audit
in
accordance
with
the
EU
Regulation
N°
537/2014,
the
Law
of
23
July
2016
on
the
audit
profession
("Law
of
23
July
2016")
and
with
International
Standards
on
Auditing
("ISAs")
as
adopted
for
Luxembourg
by
the
"Commission
de
Surveillance
du
Secteur
Financier"
("CSSF").
Our
responsibilities
under
the
EU
regulation
N°
537/2014,
the
Law
of
23
July
2016
and
ISAs
as
adopted
for
Luxembourg
by
the
CSSF
are
further
described
in
the
«
Responsibilities
of
"reviseur
d'entreprises
agree"
for
the
Audit
of
the
consolidated
Financial
Statements
»
section
of
our
report.
We
are
also
independent
of
the
Group
in
accordance
with
the
International
Code
of
Ethics
for
Professional
Accountants,
including
International
Independence
Standards,
issued
by
the
International
Ethics
Standards
Board
for
Accountants
(IESBA
Code)
as
adopted
for
Luxembourg
by
the
CSSF
together
with
the
ethical
requirements
that
are
relevant
to
our
audit
of
the
consolidated
financial
statements,
and
have
fulfilled
our
other
ethical
responsibilities
under
those
ethical
requirements.
We
believe
that
the
audit
evidence
we
have
obtained
is
sufficient
and
appropriate
to
provide
a
basis
for
our
opinion.
Mazars
Luxembourg
—
Cabinet
de
revision
agree
Societe
Anonyme
—
RCS
Luxembourg
B
159962
—
TVA
intracommunautaire
LU24665334
PRAXITY
DocuSign
Envelope
ID:
AED28A6E-132C-41A7-9571-0DB093190FBE
mazars
Key
Audit
Matters
Key
audit
matters
are
those
matters
that,
in
our
professional
judgment,
were
of
most
significance
in
our
audit
of
the
consolidated
financial
statements
of
the
current
period.
These
matters
were
addressed
in
the
context
of
the
audit
of
the
consolidated
financial
statements
as
a
whole,
and
in
forming
our
opinion
thereon,
and
we
do
not
provide
a
separate
opinion
on
these
matters.
Key
audit
matter:
Recognition
of
revenue
Description
of
key
The
amount
of
revenue
in
relation
to
the
sales
of
learnd
Ltd
amounting
to
audit
matter:
GBP
32,112,791
(note
7)
is
dependent
on
the
appropriate
estimation
of
the
percentage
of
completion
at
the
period-end
of
projects
that
span
beyond
the
period-end
based
upon
the
costs
incurred
or
accrued
in
the
period
to
date,
in
accordance
with
IFRS
15.
Therefore,
we
considered
the
risk
that
the
revenue
is
not
accurate
as
a
significant
risk.
The
Group
has
procedures
and
processes
in
place
to
manage
the
commercial,
technical,
and
financial
aspects
of
sales
contracts
and
the
risk
of
material
misstatement
is
that
accounting
for
the
Group's
sale
contracts
does
not
accurately
reflect
the
timing
of
recognition.
Our
response:
Our
audit
procedures
to
address
the
risk
of
material
misstatement
relating
to
revenue
recognition,
which
was
considered
to
be
a
significant
risk,
included:
•
Evaluation
and
testing
of
the
design
and
implementation
of
the
relevant
controls
over
process
activities,
specifically
on
controls
over
cut-off;
•
Reconciliation
of
a
sample
of
revenue
transactions
to
sales
order/contracts, invoices,
completion
certificates
and
bank
statements;
•
Performance
of
cut-off
testing
on
sales
transaction
recorded
around
year-end
to
ensure
that
they
have
been
recognized
in
the
appropriate
period;
•
Recalculation
of
accrued
revenue
and
related
revenue
amounts
for
a
sample
of
revenue
transactions;
•
For
the
same
sample,
testing
of
the
post
year-end
invoices
and
where
these
have
been
paid
to
subsequent
bank
statements
to
confirm
the
occurrence
of
the
accrued
revenue
at
year-end.
Where
there
has
been
no
payment,
comparison
of
the
percentage
of
completion
post
year-end
with
the
percentage
of
completion
at
year-end
to
confirm
progress
on
the
project
post
year-end;
•
Challenge
of
management
assessment
and
obtention
of
explanations
for
loss-making
contracts
to
assess
appropriateness
of
their
treatment
including
the
accounting
for
similar
ongoing
projects;
•
Performance
of
reasonableness
test
on
forecast
margin
for
ongoing
projects
based
on
realized
margin
for
similar
completed
projects
in
the
year;
•
On
a
sample
of
completed
projects,
assessment
of
the
forecast
costs
to
actual
costs
incurred
to
complete
the
project
to
determine
how
accurate
management's
cost
to
complete
forecasting
is.
We
assessed
the
completeness
and
appropriateness
of
the
disclosures
in
Note
4
`Significant
accounting
judgements,
estimates
and
assumptions',
Note
6
`Segmental
information'
and
Note
7
`Revenue'
to
the
Consolidated
Financial
Statements.
20
DocuSign
Envelope
ID:
AED28A6E-132C-41A7-9571-0DB093190FBE
mazars
Other
Information
The
Management
Board
is
responsible
for
the
other
information.
The
other
information
comprises
the
information
stated
in
the
consolidated
management
report
and
the
Corporate
Governance
Statement
but
does
not
include
the
consolidated
financial
statements
and
our
report
of
the
"reviseur
d'entreprises
agree"
thereon.
Our
opinion
on
the
consolidated
financial
statements
does
not
cover
the
other
information
and
we
do
not
express
any
form
of
assurance
conclusion
thereon.
In
connection
with
our
audit
of
the
consolidated
financial
statements,
our
responsibility
is
to
read
the
other
information
and,
in
doing
so,
consider
whether
the
other
information
is
materially
inconsistent
with
the
consolidated
financial
statements,
or
our
knowledge
obtained
in
the
audit
or
otherwise
appears
to
be
materially
misstated.
If,
based
on
the
work
we
have
performed,
we
conclude
that
there
is
a
material
misstatement
of
this
other
information,
we
are
required
to
report
this
fact.
We
have
nothing
to
report
in
this
regard.
Responsibilities
of
the
Management
Board
and
Those
Charged
with
Governance
for
the
Consolidated
Financial
Statements
The
Management
Board
is
responsible
for
the
preparation
and
fair
presentation
of
the
consolidated
financial
statements
in
accordance
with
IFRS
Accounting
Standards
as
adopted
by
the
European
Union,
and
for
such
internal
control
as
the
Management
Board
determines
is
necessary
to
enable
the
preparation
of
consolidated
financial
statements
that
are
free
from
material
misstatement,
whether
due
to
fraud
or
error.
In
preparing
the
consolidated
financial
statements,
the
Management
Board
is
responsible
for
assessing
the
Group's
ability
to
continue
as
a
going
concern,
disclosing,
as
applicable,
matters
related
to
going
concern
and
using
the
going
concern
basis
of
accounting
unless
the
Management
Board
either
intends
to
liquidate
the
Group
or
to
cease
operations,
or
has
no
realistic
alternative
but
to
do
so.
Those
charged
with
governance
are
responsible
for
overseeing the
Group's
financial
reporting
process.
The
Management
Board
is
responsible
for
presenting
and
marking
up
the
consolidated
financial
statements
in
compliance
with
the
requirements
set
out
in
the
Delegated
Regulation
2019/815
on
European
Single
Electronic
Format
as
amended
("the
ESEF
Regulation").
Responsibilities
of
the
"reviseur
d'entreprises
agree"
for
the
Audit
of
the
Consolidated
Financial
Statements
The
objectives
of
our
audit
are
to
obtain
reasonable
assurance
about
whether
the
consolidated
financial
statements
as
a
whole
are
free
from
material
misstatement,
whether
due
to
fraud
or
error,
and
to
issue
a
report
of
the
"reviseur
d'entreprises
agree"
that
includes
our
opinion.
Reasonable
assurance
is
a
high
level
of
assurance
but
is
not
a
guarantee
that
an
audit
conducted
in
accordance
with
the
EU
Regulation
N°
537/2014,
the
Law
of
23
July
2016
and
with
ISAs
as
adopted
for
Luxembourg
by
the
CSSF
will
always
detect
a
material
misstatement
when
it
exists.
Misstatements
can
arise
from
fraud
or
error
and
are
considered
material
if,
individually
or
in
the
aggregate,
they
could
reasonably
be
expected
to
influence
the
economic
decisions
of
users
taken
on
the
basis
of
these
consolidated
financial
statements.
21
DocuSign
Envelope
ID:
AED28A6E-132C-41A7-9571-0DB093190FBE
mazars
As
part
of
an
audit
in
accordance
with
the
EU
Regulation
N°
537/2014,
the
Law
of
23
July
2016
and
with
ISAs
as
adopted
for
Luxembourg
by
the
CSSF,
we
exercise
professional
judgment
and
maintain
professional
skepticism
throughout
the
audit.
We
also:
Identify
and
assess
the
risks
of
material
misstatement
of
the
consolidated
financial
statements,
whether
due
to
fraud
or
error,
design
and
perform
audit
procedures
responsive
to
those
risks,
and
obtain
audit
evidence
that
is
sufficient
and
appropriate
to
provide
a
basis
for
our
opinion.
The
risk
of
not
detecting
a
material
misstatement
resulting
from
fraud
is
higher
than
for
one
resulting
from
error,
as
fraud
may
involve
collusion,
forgery,
intentional
omissions,
misrepresentations,
or
the
override
of
internal
control;
Obtain
an
understanding
of
internal
control
relevant
to
the
audit
in
order
to
design
audit
procedures
that
are
appropriate
in
the
circumstances,
but not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Group's
internal
control;
Evaluate
the
appropriateness
of
accounting
policies
used
and
the
reasonableness
of
accounting
estimates
and
related
disclosures
made
by
the
Management
Board;
Conclude
on
the
appropriateness
of
Management
Board's
use
of
the
going
concern
basis
of
accounting
and,
based
on
the
audit
evidence
obtained,
whether
a
material
uncertainty
exists
related
to
events
or
conditions
that
may
cast
significant
doubt
on
the
Group's
ability
to
continue
as
a
going
concern.
If
we
conclude
that
a
material
uncertainty
exists,
we
are
required
to
draw
attention
in
our
report
of
the
"reviseur
d'entreprises
agree"
to
the
related
disclosures
in
the
consolidated
financial
statements
or,
if
such
disclosures
are
inadequate,
to
modify
our
opinion.
Our
conclusions
are
based
on
the
audit
evidence
obtained
up
to
the
date
of
our
report
of
the
"reviseur
d'entreprises
agree".
However,
future
events
or
conditions
may
cause
the
Group
to
cease
to
continue
as
a
going
concern;
Evaluate
the
overall
presentation,
structure
and
content
of
the
consolidated
financial
statements,
including
the
disclosures,
and
whether
the
consolidated
financial
statements
represent
the
underlying
transactions
and
events
in
a
manner
that
achieves
fair
presentation;
Assess
whether
the
consolidated
financial
statements
have
been
prepared,
in
all
material
respects,
in
compliance
with
the
requirements
laid
down
in
the
ESEF
Regulation;
Obtain
sufficient
appropriate
audit
evidence
regarding
the
financial
information
of
the
entities
and
business
activities
within
the
Group
to
express
an
opinion
on
the
consolidated
financial
statements.
We
are
responsible
for
the
direction,
supervision
and
performance
of
the
Group
audit.
We
remain
solely
responsible
for
our
audit
opinion.
We
communicate
with
those
charged
with
governance
regarding,
among
other
matters,
the
planned
scope
and
timing
of
the
audit
and
significant
audit
findings,
including
any
significant
deficiencies
in
internal
control
that
we
identify
during
our
audit.
We
also
provide
those
charged
with
governance
with
a
statement
that
we
have
complied
with
relevant
ethical
requirements
regarding
independence
and
communicate
to
them
all
relationships
and
other
matters
that
may
reasonably
be
thought
to
bear
on
our
independence,
and
where
applicable,
actions
taken
to
eliminate
threats
or
safeguards
applied.
From
the
matters
communicated
to
those
charged
with
governance,
we
determine
those
matters
that
were
of
most
significance
in
the
audit
of
the
consolidated
financial
statements
of
the
current
period
and
are
therefore
the
key
audit
matters.
We
describe
these
matters
in
our
report
unless
laws
or
regulations
preclude
public
disclosure
about
the
matter.
22
DocuSign
Envelope
ID:
AED28A6E-132C-41A7-9571-0DB093190FBE
mazars
Report
on
Other
Legal
and
Regulatory
Requirements
We
have
been
appointed
as
"reviseur
d'entreprises
agree"
by
the
Annual
General
Meeting
on
30
June
2023
and
the
duration
of
our
uninterrupted
engagement,
including
previous
renewals
and
reappointments,
is
1
year.
The
consolidated
management
report
is
consistent
with
the
consolidated
financial
statements
and
has
been
prepared
in
accordance
with
applicable
legal
requirements.
The
Corporate
Governance
Statement
is
included
in
the
consolidated
management
report.
The
information
required
by
Article
68ter
paragraph
(1)
letters
c)
and
d)
of
the
law
of
19
December
2002
on
the
commercial
and
companies
register
and
on
the
accounting
records
and
annual
accounts
of
undertakings,
as
amended,
is
consistent
with
the
consolidated
financial
statements
and
has
been
prepared
in
accordance
with
applicable
legal
requirements.
We
have
checked
the
compliance
of
the
consolidated
financial
statements
of
the
Group
as
of
31
December
2023
with
relevant
statutory
requirements
set
out
in
the
ESEF
Regulation
that
are
applicable
to
the
financial
statements.
For
the
Group,
it
relates
to:
•
Financial
statements
prepared
in
valid
xHTML
format;
•
The
XBRL
markup
of
the
Consolidated
Financial
Statements
using
the
core
taxonomy
and
the
common
rules
on
markups
specified
in
the
ESEF
Regulation.
In
our
opinion,
the
consolidated
financial
statements
of
the
Group
as
of
31
December
2023,
have
been
prepared,
in
all
material
respects,
in
compliance
with
the
requirements
laid
down
in
the
ESEF
Regulation.
We
confirm
that
the
audit
opinion
is
consistent
with
the
additional
report
to
the
audit
committee.
Luxembourg,
30
April
2024
For
Mazars
Luxembourg,
Cabinet
de
revision
agree
5,
rue
Guillaume
J.
Kroll
L-1882
LUXEMBOURG
0
---DocuSigned
by:
il
4574F35253B847A...
Fabien
DELANTE
Reviseur
d'entreprises
agree
23
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
19
CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2023
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
20
COMPANY INFORMATION
Directors S J Wood
J Clifford
J L Rudder (appointed 1 February 2023)
Registered number B255487
Registered office 5, Heienhaff
Independent auditors Mazars Luxembourg S.A.,
5, Rue Guillaume J. Kroll,
L-1882 Luxembourg
LEARND SE
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
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
22
Consolidated Statement of Comprehensive Income
Year ended | |||
| 31 December | 31 December | ||
| 2023 | 2022 | ||
Notes | £ | £ | |
Revenue | 7 | ||
Cost of sales | 8 | ( | ( |
Gross profit | |||
Administrative expenses | 9 | ( | ( |
Other expenses – share listing expense | 5.1 | ( | |
Operating (loss) / profit | ( | ||
Fair value gain on warrants | 26 | ||
Finance income | |||
Finance expense | 10 | ( | ( |
Loss before tax | ( | ( | |
Income tax | 11 | ||
Loss for the period | ( | ( | |
Other comprehensive income | |||
| Items that can be reclassified | |||
subsequently to profit or loss | |||
Exchange differences on translation of foreign operations | |||
Total comprehensive loss for the period | ( | ( | |
Basic loss per share | 12 | ( | ( |
Diluted loss per share | 12 | ( | ( |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
23
Consolidated Statement of Financial Position
.
31 December | 31 December | ||
2023 | 2022 | ||
Notes | £ | £ | |
Non-current assets | |||
Intangible assets | 13 | ||
Property, plant and equipment | 14 | ||
Right-of-use assets | 15 | ||
Total non-current assets | |||
- | |||
Inventories | 16 | ||
Trade and other receivables | 17 | ||
Cash and cash equivalents | 18 | ||
Deferred tax assets | 11 | ||
Total current assets | |||
Total assets | |||
Share capital | |||
Share premium | |||
Foreign currency translation reserve | |||
Share-based payments reserve | |||
Retained earnings | ( | ||
Total equity | 19 | ( | |
Lease liabilities (non-current) | 15 | ||
Class A warants at fair value | 26 | ||
Class B warrants at fair value | 26 | ||
Loans and borrowings | 22 | ||
Provisions | 23 | ||
Total non-current liabilities | |||
Lease liabilities (current) | 15 | ||
Trade and other payables | 24 | ||
Short term borrowings | 22 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
LEARND SE
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 | | | | | | |
December 2022 | ||||||
Loss for the period | ( | ( | ||||
Other comprehensive income for the period | | | | | | |
Total | ||||||
| comprehensive loss | | | ( | | ( | |
for the period | ||||||
Share capital | | ( | | | | |
restructuring | ||||||
Reverse acquisition of GFJ SPAC | | | ||||
Equity-settled share- based payment | | | | | | |
Sale of treasury | | | | | | |
shares | ||||||
Total transactions | | | | |||
with owners | ||||||
As at 31 December | | ( | ( | |||
2023 |
| Foreign | Share- | |||||||
| currency | based | Total | ||||||
| Share | Share | Retained | translation | payments | shareholders' | |||
| reserve | ||||||||
£ | capital | premium | earnings | reserve | equity | |||
| Balance at 31 | ||||||||
| December 2021 | ||||||||
Loss for the period | ( | ( | ||||||
Other comprehensive income for the period | | | | | | | ||
Total | ||||||||
| comprehensive loss | | | ( | | ( | |||
for the period | ||||||||
Equity-settled share- based payment | | | | | | | ||
Total transactions | | | ( | | | |||
with owners | ||||||||
As at 31 December | | | | | | | ||
2022 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
25
Consolidated Statement of Cash Flow
Year ended | |||
31 December | 31 December | ||
| 2023 | 2022 | ||
Notes | £ | £ | |
Loss for the period | ( | ( | |
Adjustments for: | |||
Depreciation and Amortisation | |||
Finance expenses | |||
Share based payment charge | |||
Non-cash share listing expense | |||
Transaction costs on acquisition of subsidiaries | |||
Loss on disposal of development costs | |||
Gain on disposal of right of use asset | ( | ( | |
Loss on disposal of a subsidiary | |||
Fair value (gains) on warrants | ( | ||
Income tax expenses | ( | ( | |
Change in operating assets and liabilities | |||
(Increase)/decrease in debtors | ( | ( | |
(Increase)/decrease in inventories | ( | ||
(Decrease)/increase in provisions | ( | ||
(Decrease)/increase in creditors | ( | ||
Cash flows from operating activities | |||
Cash generated from operating activities | ( | ||
Income tax paid | ( | ||
Income tax received | |||
Net cash generated from operating activities | ( | ||
Cash flows from investing activities | |||
Purchase of intangible assets | ( | ( | |
Purchase of tangible assets | ( | ( | |
Disposal of subsidiaries | ( | ||
Acquisition of subsidiaries, net of cash acquired | ( | ||
Capitalised expenditure for research and development | ( | ( | |
Net cash used in investing activities | ( | ( | |
Cash flows from financing activities | |||
Proceeds from issuance of class A shares | |||
Capital reorganisation (reverse acquisition) | |||
Proceeds from loans and borrowings | ( | ||
Repayments of loans and borrowings | ( | ( | |
Proceeds from shareholder loans | |||
Repayment of shareholder loans | ( | ||
Payments of lease liabilities | ( | ( | |
Interest paid | ( | ( | |
Payments of other finance costs | ( | ( | |
Increase in discounting facility | |||
Net cash used in financing activities | |||
Net increase in cash and cash equivalents | ( | ||
Effects of exchange rate changes | |||
on cash and cash equivalents | |||
Restricted cash (cash in escrow) | |||
Cash and cash equivalents at start of period | |||
Cash and cash equivalents at end of period | 25 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
26
1. General information
The learnd Group (hereinafter also referred to as “learnd” or the “Group”), comprises the parent entity
Company is registered with the Luxembourg
Its registered office is at 5, Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg.
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
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
27
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
28
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
29
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
30
| 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% |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
31
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
32
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
33
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
34
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
35
Years | |
Customer Relationships | 5 |
Development costs | 2-5 |
Software | 3 |
Years | |
Fixtures and fittings | 3 |
Office equipment | 3 - 5 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
36
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
37
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
38
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
39
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
40
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
41
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. Actual
results may differ from the judgements, estimates and assumptions made by management.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
The 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.
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
42
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 Note 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.
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
43
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, reorganisation 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
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
44
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.
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
45
£ | |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
46
Contribution to Group results
CEC contributed £3,511,691 of revenue and profit of £817,030 to the consolidated 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 Telecommunications plc (“BT”) and Atlas
Edge, there are multiple revenue streams within these including installations, projects and service
contracts. Projects relate to large installation projects spanning a period of up to 1 year.
Services
This includes revenue from service contracts which are either straight line monthly or a number of visits
in a year which are charged once complete. Remedials are also included here which are effectively small
installations and projects.
Data enabled services
This includes BT software development which is part of the BT contracts. Additionally, revenue related
to the ROC is included in this line. The ROC is the remote operations centre which includes service
contracts with customers managed remotely. Subscription revenue is also included here, this relates to
new software offerings where customers pay a subscription for the service.
The BMS activities result in multiple revenue streams however are intrinsically linked and as such are
considered to be one operating segment and one cash generating unit for goodwill impairment test
purposes.
Information about reportable segments
The CODM uses the measures of revenue and adjusted EBITDA to assess operating segments’
performance to make decisions regarding the allocation of resources.
Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortisation
(“EBITDA”), further as adjusted for non-recurring items. These non-recurring items relate to expenses
incurred where management believes adjustments should be made due to their non-recurring or 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: £2,561,363).
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),
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
47
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 amortisation | (1,195,137) | (858,145) |
Finance costs | 6,704,491 | (410,494) |
Loss before tax for the period | (49,582,624) | (270,412) |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
48
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 |
31 December | 31 December | |
2023 | 2022 | |
£ | £ | |
Contract assets | 2,791,706 | 2,021,338 |
Contract liabilities | 699,688 | 1,829,707 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
49
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 |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
50
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 |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
51
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)% |
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
52
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 | 7,289,581 |
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 | 7,289,581 |
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.
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
53
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
54
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
55
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% |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
56
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 |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
57
15. Leases
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
58
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 |
| 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 |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
59
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 |
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 £3,729,853 (2022: £3,954,673).
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
60
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 |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
61
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 |
19. Equity
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
62
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
63
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
64
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.
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
65
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:
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
66
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.
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
67
| 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 |
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
68
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
69
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
70
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
71
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
72
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 | - | - | - | - |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
73
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
74
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% |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
75
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 |
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
76
| 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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
77
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
78
30. Employees
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
79
31 December | Year ended | ||
| 31 December 2022 | |||
2023 | |||
| Sales and administration | 45 | 41 | |
| Management | 7 | 6 | |
| Engineering and technical | 159 | 145 | |
211 | 192 |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
80
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.
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
81
£ | |
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
82
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 |
LEARND SE
CONSOLIDATED FINANCIAL STATEMENTS 2023
83
Learnd SE
Luxembourg, 30 April 2024
Simon Wood
Member of the Management Board
John Clifford
Member of the Management Board