32353606 2025-01-01 2025-12-31 32353606 2025-01-01 2025-12-31 1 32353606 2025-01-01 2025-12-31 2 32353606 2025-01-01 2025-12-31 1 32353606 2025-01-01 2025-12-31 2 32353606 2025-01-01 2025-12-31 3 32353606 2025-01-01 2025-12-31 4 32353606 2025-01-01 2025-12-31 5 32353606 2025-01-01 2025-12-31 1 32353606 2024-01-01 2024-12-31 32353606 2025-12-31 32353606 2024-12-31 32353606 2024-12-31 fsa:ContributedCapitalMember 32353606 2024-12-31 fsa:ReserveForDevelopmentExpenditureMember 32353606 2024-12-31 fsa:RetainedEarningsMember 32353606 2025-01-01 2025-12-31 fsa:ReserveForDevelopmentExpenditureMember 32353606 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 32353606 2025-12-31 fsa:ContributedCapitalMember 32353606 2025-12-31 fsa:ReserveForDevelopmentExpenditureMember 32353606 2025-12-31 fsa:RetainedEarningsMember 32353606 2025-01-01 2025-12-31 fsa:OtherShorttermPayablesMember iso4217:DKK xbrli:pure Annual report 2026-06-16 Jens Schrøder The Board of Directors and the Executive Board have today considered and approved the annual report of Learningbank A/S for the financial year 01.01.2025 - 31.12.2025. The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2025and of the results of its operations for the financial year 01.01.2025 - 31.12.2025. We believe that the management commentary contains a fair review of the affairs and conditions referred to therein. We recommend the annual report for adoption at the Annual General Meeting. Copenhagen Stine Schulz John Risør Hansen Jens Schrøder Chairman Lars Henning Brammer Jens-Erik Arenfeldt Katrine Schelbli Mathias Frost Bilgram To the shareholders of Learningbank A/S We have audited the financial statements of Learningbank A/S for the financial year01.01.2025 - 31.12.2025, which comprise the income statement, balance sheet, statement of changes in equity and ​notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act.​​ ​​In our opinion, the financial statements give a true and fair view of the Entity’s financial position at31.12.2025and of the results of its operations for the financial year 01.01.2025 - 31.12.2025 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further ​described in the "Auditor’s responsibilities for the audit of the financial statements" section of this auditor’s report. We are independent of the Entity in accordance with the International Ethics Standards Board for ​Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical ​requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with ​these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines ​is necessary to enable the preparation of financial statements that are free from material misstatement, ​whether due to fraud or error.​​In preparing the financial statements, Management is responsible for assessing the Entity’s ability to continue ​as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going ​concern basis of accounting in preparing the financial statements unless Management either intends to liquidate ​the Entity or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are ​free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ​our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted ​in accordance with ISAs and the additional requirements applicable in Denmark 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 financial statements.​​As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, ​we exercise professional judgement and maintain professional scepticism throughout the audit. We also:Identify and assess the risks of material misstatement of the 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 Entity’s internal control.​Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates ​and related disclosures made by Management. ​Conclude on the appropriateness of Management’s use of the going concern basis of accounting in ​preparing the financial statements, and, based on the audit evidence obtained, whether a material ​uncertainty exists related to events or conditions that may cast significant doubt on the Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to ​draw attention in our auditor’s report to the related disclosures in the 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 auditor’s report. However, future events or conditions may cause the ​Entity to cease to continue as a going concern.​Evaluate the overall presentation, structure and content of the financial statements, including the disclosures ​in the notes, and whether the financial statements represent the underlying transactions and ​events in a manner that gives a true and fair view.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. Management is responsible for the management commentary. ​​Our opinion on the financial statements does not cover the management commentary, and we do not express ​any form of assurance conclusion thereon. ​​In connection with our audit of the financial statements, our responsibility is to read the management ​commentary and, in doing so, consider whether the management commentary is materially inconsistent with ​the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. ​​Moreover, it is our responsibility to consider whether the management commentary provides the information ​required by relevant law and regulations.Based on the work we have performed, we conclude that the management commentary is in accordance with ​the financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary. København Deloitte Statsautoriseret Revisionspartnerselskab 33963556 Claus Jorch Andersen State Authorised Public Accountant mne33712 Primary activitiesLearningbank’s main activity is developing and bringing to market the Company’s digital learning solutions, which ​comprise Learningbank’s proprietary Workforce Enablement Platform and learning modules for the platform’s learning ​store. Learningbank’s business model is based on a SaaS-model for both the Workforce Enablement Platform and ​Learningstore. Further, Learningbank offers selected professional services around digital learning solutions to ​customers. All solutions and the business model are developed and centered around our purpose. ​ ​Purpose: Make people happier by making them better. ​ ​Ambition: To become the preferred partner for workforce enablement and learning. Development in activities and finances2025 has been a year of strong operational execution and continued progress for Learningbank, both financially and commercially. Throughout the year, the organization maintained a high level of focus and disciplined prioritization, enabling the company to deliver solid financial results while continuing to invest in product development and market expansion. ​ ​Learningbank delivered a positive EBITDA before capitalized costs of +1.2m, significantly above the budgeted level, and above previous year where it was -1.2m, hereby reflecting continued operational efficiency and strong cost discipline. ​ ​Customer development during the year was positive, with improved churn levels and the addition of several strategic customers, including Salling Group, MT Højgaard, and Swegon. Furthermore, Learningbank continued to​strengthen its market presence in Sweden, where commercial activities accelerated in line with the company’s strategic priorities. ​ ​On the product side, 2025 was characterized by a high level of development activity across the platform, with more than 40 product releases delivered during the year. These releases focused on strengthening the platform’s​capabilities and preparing the foundation for major product improvements scheduled for early 2026. Overall, the product is in a strong position to support the company’s continued growth. ​ ​The organization also continued to develop internally during the year, maintaining a high level of employee engagement and attracting key new talent to support future growth initiatives. ​ ​Overall, 2025 represents a year of solid execution and strengthened fundamentals for Learningbank. With improving profitability, and a strong product platform, the company is well positioned to continue its growth and further expand its presence in the Nordic market in the coming years.​​​Following a year of strong operational execution and improved financial performance, Learningbank enters 2026 with a solid foundation for continued growth. The company expects to further strengthen its recurring revenue base while maintaining a balanced focus on profitability and strategic investments. ​ ​Commercially, Learningbank will continue to expand its presence in the Nordic markets, with particular focus on accelerating growth in Sweden while further strengthening its position in Denmark. The company also expects to continue attracting large enterprise customers within frontline and deskless industries, building on the momentum established during 2025. ​ ​From a product perspective, Learningbank will continue to invest in the development of its platform, including the rollout of major product improvements scheduled for early 2026. These initiatives are expected to further strengthen the company’s value proposition and support scalable growth across existing and new customer segments. ​ ​Learningbank expects 2026 to be a year of continued growth, strengthened market presence, and further progress towards long-term profitable expansion. Uncertainty relating to recognition and measurementLearningbank is a development company. Hence, there is a natural uncertainty associated with the measurement ​of the Group’s development activities and future earnings. At 31 December 2025, the company has recognised DKK 42.119 thousand regarding completed developments projects. The value of the development projects depends on Learningsbank’s ability to develop, market and attracting enough customers who, through the product, generate positive earnings that could yield the total investment. Accordingly, Management has deemed the valuation sound. If sales and growth deviate significantly from the current plans, there may be uncertainty associated with the valuation. Events after the balance sheet dateNo events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. 28413710 25978991 20320226 19923555 8061124 8179077 32360 -2123641 11683 21355 3868304 7041358 -3824261 -9143644 -310877 -2105916 -3513384 -7037728 -3513384 -7037728 -3513384 -7037728 42119253 43151018 42119253 43151018 151327 48464 159495 235165 310822 283629 484918 484918 484918 484918 42914993 43919565 2544778 2005249 0 146066 0 1606876 483612 466874 3028390 4225065 3040168 2215522 6068558 6440587 48983551 50360152 1094032 1094032 32853017 33657794 -31963952 -29255345 1983097 5496481 0 310877 0 310877 27663681 26621704 27663681 26621704 1192575 1092556 13909031 13540083 1494707 1169760 2740460 2128691 19336773 17931090 47000454 44552794 48983551 50360152 1094032 33657794 -29255345 5496481 -804777 804777 0 -3513384 -3513384 1094032 32853017 -31963952 1983097 For the purpose of offering incentive pay in the form of warrants, the Company’s Board of Directors are authorized for the period until 23. april 2029 once or several times to increase the Company’s share capital with up to nominally 55.000 shares in total without pre-emption right for the Company’s shareholders. The authorization empowers the Board of Directors to determine the terms for the granted share options, including the exercise price. 1 Uncertainty relating to recognition and measurement Learningbank is a development company. Hence, there is a natural uncertainty associated with the measurement​of the Group’s development activities and future earnings. At 31 December 2025, the company has recognised DKK 42.119 thousand regarding completed developments projects. The value of the development projects depends on Learningsbank’s ability to develop, market and attracting enough customers who, through the product, generate positive earnings that could yield the total investment. Accordingly, Management has deemed the valuation sound. If sales and growth deviate significantly from the current plans, there may be uncertainty associated with the valuation. 2 Gross profit /lossGross profit includes own work capitalised for DKK 4.876thousands (2024: TDKK 5.015) and wage reimbursement​off DKK 405 thousands (2024: TDKK 1.030). 3 Staff costs2025​DKK2024​DKKWages and salaries18,275,27817,776,781Pension costs1,773,6291,882,900Other social security costs271,319263,87420,320,22619,923,555Average number of full-time employees3030 30 30 4 Depreciation, amortisation and impairment losses2025​DKK2024​DKKAmortisation of intangible assets7,933,1488,077,403Depreciation of property, plant and equipment127,976101,6748,061,1248,179,077 5 Tax on profit/loss for the year2025​DKK2024​DKKCurrent tax0(1,606,876)Change in deferred tax(310,877)(499,040)(310,877)(2,105,916) 6 Intangible assetsCompleted development projects​DKKCost beginning of year69,433,000Additions6,901,383Disposals(3,878,564)Cost end of year72,455,819Amortisation and impairment losses beginning of year(26,281,982)Amortisation for the year(7,933,148)Reversal regarding disposals3,878,564Amortisation and impairment losses end of year(30,336,566)Carrying amount end of year42,119,253 7 Property, plant and equipmentOther fixtures and fittings, tools and equipment​DKKLeasehold improvements​DKKCost beginning of year86,153365,458Additions155,1690Cost end of year241,322365,458Depreciation and impairment losses beginning of year(37,689)(130,293)Depreciation for the year(52,306)(75,670)Depreciation and impairment losses end of year(89,995)(205,963)Carrying amount end of year151,327159,495 8 Financial assetsDeposits​DKKCost beginning of year484,918Cost end of year484,918Carrying amount end of year484,918 9 Non-current liabilities other than provisionsDue within 12 months ​2025​DKKDue within 12 ​months ​2024​DKKDue after more than 12 months​2025​DKKOutstanding after 5 years​2025​DKKOther payables1,192,5751,092,55627,663,6812,283,6551,192,5751,092,55627,663,6812,283,655 10 Other payables2025​DKK2024​DKKVAT and duties1,650,8531,351,180Wages and salaries, personal income taxes, social security costs, etc. payable302,860198,447Holiday pay obligation786,747579,0642,740,4602,128,691 11 Other unrecognised commitmentsUnrecognised rental and lease commitments2025​DKK2024​DKKLiabilities under rental or lease agreements until maturity in total719,0651,760,413 12 Contingent liabilitiesOther payables contain loans where the loan provider are entitled to receive extra payments based on a performance scheme and/or an exit-scheme defined in the loan agreements. The exit scheme payments consist of an amount equal to 5% of the added value of the Company, however capped at 20% of the principal amount of​each loan. All exit and performance scheme payments in aggregate are covered by the cap maxed at 3,0 million. 13 Assets charged and collateralAs security for debt, a company charge amounting to DKK 26,500 thousand has been provided. The security includes goodwill, intangible assets, operating equipment and fixtures and trade receivables. The carrying amount is DKK 45,943 thousand (2024: 48,145 thousand). This annual report has been presented in accordance with the provisions of the Danish Financial Statements ​Act governing reporting class B enterprises with addition of a few provisions for reporting class C.The accounting policies applied to these financial statements are consistent with those applied last year. Material uncertainty related to recognition and measurementLearningbank is a development company. Hence, there is a natural uncertainty associated with the measurement​of the Group’s development activities and future earnings. At 31 December 2025, the company has recognised DKK 42.119 thousand regarding completed developments projects. The value of the development projects depends on Learningsbank’s ability to develop, market and attracting enough customers who, through the product, generate positive earnings that could yield the total investment. Accordingly, Management has deemed the valuation sound. If sales and growth deviate significantly from the current plans, there may be uncertainty associated with the valuation. Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic ​benefits will flow to the Entity, and the value of the asset can be measured reliably. ​​Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a ​result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the ​value of the liability can be measured reliably. ​​On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial ​recognition is effected as described below for each financial statement item. ​​Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm ​or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and ​measurement. ​​Income is recognised in the income statement when earned, whereas costs are recognised by the amounts ​attributable to this financial year. Foreign currency translationOn initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the rate at the balance sheet date, are recognised in the income statement as financial income or financial expenses. Property, plant and equipment, intangible assets, inventories and other non-monetary assets that have been purchased in foreign currencies are translated using historical rates. Gross profit or lossGross profit or loss comprises revenue, other operating income, cost of sales and external expenses. RevenueRevenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed. Own work capitalisedOwn work capitalised comprises other costs incurred in the financial year and recognised in ​cost for proprietary intangible assets and property, plant and equipment. Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary ​activities. Other external expensesOther external expenses include expenses relating to the Entity’s ordinary activities, including expenses for ​premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of ​receivables recognised in current assets. Staff costsStaff costs comprise salaries and wages, and social security contributions, pension contributions, etc for entity staff. Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to property, plant and equipment and intangible ​assets comprise depreciation, amortisation and impairment losses for the financial year, and gains and ​losses from the sale of intangible assets and property, plant and equipment. Other financial incomeOther financial income comprises interest income. Other financial expensesOther financial expenses comprise interest expenses, including payables and transactions in foreign currencies. Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the ​income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity. Intellectual property rights etc.Intellectual property rights etc comprise development projects completed and in progress with related intellectual property rights, acquired intellectual property rights and prepayments for intangible assets.Development projects on clearly defined and identifiable products and processes, for which the technical rate ​of utilisation, adequate resources and a potential future market or development opportunity in the enterprise ​can be established, and where the intention is to manufacture, market or apply the product or process in question, are recognised as intangible assets. Other development costs are recognised as costs in the income ​statement as incurred. When recognising development projects as intangible assets, an amount equalling ​the costs incurred less deferred tax is taken to equity in the reserve for development costs that is reduced ​as the development projects are amortised and written down.​​ ​​The cost of development projects comprises costs such as salaries and amortisation that are directly and ​indirectly attributable to the development projects.​​ ​​Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible ​assets and depreciation of property, plant and equipment used in the development process are recognised in cost based on time spent on each project.​​​Completed development projects are amortised on a straight-line basis using their estimated useful lives ​which are determined based on a specific assessment of each development project. If the useful life cannot ​be estimated reliably, it is fixed at 10 years. For development projects protected by intellectual property rights, the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation periods used are 5 years for the learning modules and 10 years for the learning lifecycle platform. ​ ​Intellectual property rights etc. are written down to the lower of recoverable amount and carrying amount. Property, plant and equipmentCost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation. For assets held under finance leases, cost is the lower of the asset’s fair value and present value of future lease payments. ​​The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:Useful life Other fixtures and fittings, tools and equipment3-5 yearsLeasehold improvements3-5 yearsFor leasehold improvements and assets subject to finance leases, the depreciation period cannot exceed ​the contract period. ​​Estimated useful lives and residual values are reassessed annually. ​​Items of property, plant and equipment are written down to the lower of recoverable amount and carrying ​amount. ReceivablesReceivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and ​doubtful debts. Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's ​taxable income, adjusted for prepaid tax. PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at ​cost. CashCash comprises cash in hand and bank deposits. Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Prepayments received from customersPrepayments received from customers comprise amounts received from customers prior to delivery of the ​goods agreed or completion of the service agreed. true Grundlag for konklusion Konklusion 2026-06-16 2026-06-16 true 2024-01-01 2024-12-31 København S 2300 6 Weidekampsgade Copenhagen Copenhagen SV 2300 Regnskabsklasse B Revisionspåtegning 2025-12-31 2025-01-01 3133 Holmbladsgade Learningbank A/S 32353606 33963556 2300 København S Weidekampsgade 6 Deloitte Statsautoriseret Revisionspartnerselskab