PRESS RELEASE

learnd SE – FY 2025 Results

learnd SE reports strong FY 2025 results following successful transformation into an investment holding company

Luxembourg, 1 May 2026

learnd SE (ISIN LU2358378979, ticker LRND), listed on the General Standard segment of the Frankfurt Stock Exchange, closed the 2025 financial year and, with completion of the Management Buy-out (MBO) on 8 October 2025, successfully executed its strategic transformation into a European investment holding company.

Strategic Transformation Successfully Completed

With closing of the Management Buy-out, learnd SE divested 50.5% of the shares in its operating subsidiary learnd Limited to learnd Arrow Limited, a company indirectly controlled by the former Management Board members and founders John Clifford and Simon Wood. As part of the transaction, three Irish subsidiaries were also transferred to learnd Limited.

Following completion of the transaction, learnd SE retains a 49.5% minority interest in the learnd UK and Ireland Group. Since 8 October 2025 (date of loss of control), the investment has been accounted for as an associate using the equity method in accordance with IAS 28.

“With the completion of the Management Buy-out, we have consistently executed learnd SE’s strategic realignment in a challenging market environment. Today, the Company has a lean holding structure, a solid liquidity position and a clear focus on the value-oriented development of its investment in the learnd UK and Ireland Group“, said Gisbert Rühl, Sole Member of the Management Board of learnd SE.

Key Financial Figures 2025

Consolidated profit after taxes rose to €24.8 million (previous year: €4.2 million), driven primarily by a €27.1 million gain on disposal from the Management Buy-out, which is reported within discontinued operations.

Total Comprehensive Income amounted to €24.5 million (previous year: €5.0 million).

It should be noted that the reported consolidated profit was materially affected by non-recurring effects from the Management Buy-out and does not reflect the sustainable operating earnings power of the investment.

The learnd UK and Ireland Group, in which learnd SE holds a 49.5% interest, continued to perform robustly at the operating level. Revenue increased by 8% to €69.1 million (previous year: €63.9 million); adjusted EBITDA rose by 5% to €7.7 million, corresponding to a margin of approximately 11%.

Balance Sheet Structure and Liquidity

As at 31 December 2025, the learnd SE Group reported total assets of €30.3 million (previous year: €55.7 million) and equity of €23.1 million (previous year: -€2.2 million). The substantial increase in equity is primarily attributable to the gain on disposal from the Management Buy-out.

Cash and cash equivalents amounted to €7.0 million, representing a 68% increase over the prior-year level of €4.1 million.

Following completion of the transaction, the Company has no financial liabilities from operating activities. The shareholder loan still outstanding as at the balance sheet date was waived after year-end (see following section). Total liabilities decreased from €57.9 million to €7.2 million.

Significant Events after the Balance Sheet Date

In April 2026, AFT Tech Ventures AG, a shareholder of learnd SE, fully waived its loan to learnd SE in the amount of £3.9 million (including interest; approximately €4.48 million) by way of a waiver letter dated 24 April 2026. As a result, the Group is fully debt-free and in a strong net cash position after the balance sheet date.

learnd SE has announced the distribution of an interim dividend of €0.32 per dividend-bearing share; the required corporate approvals are already in place. The total distribution volume amounts to approximately €4.1 million and will be financed from proceeds received in connection with the Management Buy-out.

Outlook 2026

At learnd UK and Ireland Group level, management expects revenue growth of approximately 10% year-on-year and an adjusted EBITDA margin in the low double-digit percentage range.

At holding level, administrative expenses are expected to decrease significantly as a result of the discontinuation of transaction-related non-recurring items and the leaner organisational structure.

About learnd SE

learnd SE, headquartered in Luxembourg, is a European investment holding company listed on the General Standard segment of the Frankfurt Stock Exchange. Through its 49.5% stake in the learnd UK and Ireland Group, the Company addresses the growing market for intelligent, energy-efficient building management in the United Kingdom and Ireland.

The learnd UK and Ireland Group manages more than 8,000 sites across a wide variety of property types, with an energy capacity of approximately 3.9 TWh.

learnd SE focuses on the value-oriented further development of its investment in the learnd UK and Ireland Group and on evaluating opportunities for value realisation.

Contact

learnd SE

9, rue de Bitbourg

L-1273 Luxembourg

Investor Relations: ir@learndse.eu / +49 201 79989858

Note on translation: Income statement items translated at the average exchange rates per the consolidated financial statements (2025: 1 GBP = 1.1671 EUR; 2024: 1 GBP = 1.1812 EUR).